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Item 9A. Controls and Procedures

2026-02-13 compared with 2025-02-20 · 41 added, 26 removed, 207 unchanged (24% of the section changed)

11 unchanged sentences

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Deloitte & Touche LLP, the independent registered public accounting firm that audited our financial statement included in this Annual Report on Form 10-K, as stated in their attestation report, which is included herein.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report, as stated in their attestation report, which is included herein.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2 unchanged sentences

We have audited the internal control over financial reporting of Meritage Homes Corporation and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in

Internal Control — Integrated Framework (2013) issued by COSO.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 13, 2026, expressed an unqualified opinion on those financial statements.

23 unchanged sentences

Directors, Executive Officers and Corporate Governance

Except as set forth herein, information required in response to this item is incorporated by reference from the information contained in our 2025 Proxy Statement (which will be filed with the SEC no later than 120 days following the Company’s fiscal year end (the "2025 Proxy Statement")).

Except as set forth herein, information required in response to this item is incorporated by reference to the information contained in our 2026 Proxy Statement (which will be filed with the SEC no later than 120 days following the Company’s fiscal year end (the "2026 Proxy Statement")).

The information required by Item 10 regarding our executive officers appears in Part I, Item 1 of this Annual Report as permitted by Form 10-K General Instruction G(3).

10 unchanged sentences

(i) Financial Statements:

The consolidated financial statements are included under Part II, Item 8 in this Annual Report on Form 10-K.

The consolidated financial statements are included under Part II, Item 8 in this Annual Report.

(ii) Financial Statement Schedules:

Schedules have been omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements or notes thereto.

(iii) The exhibits required by Item 601 of Regulation S-K are set forth in Item 15(b) of this Annual Report on Form 10-K.

(iii) The exhibits required by Item 601 of Regulation S-K are set forth in Item 15(b) of this Annual Report.

Number Description Page or Method of Filing

8 unchanged sentences

3.1.3 Amendment to Articles of Incorporation of Meritage Homes Corporation

Incorporated by reference to Appendix A of the Definitive Proxy Statement for the 2006 Annual Meeting of Stockholders filed on April 10, 2006

Incorporated by reference to Appendix A of the Definitive Proxy Statement filed on April 10, 2006 for the 2006 Annual Meeting of Stockholders

3.1.4 Amendment to Articles of Incorporation of Meritage Homes Corporation

Incorporated by reference to Appendix B of the Definitive Proxy Statement for the 2008 Annual Meeting of Stockholders filed on April 1, 2008

Incorporated by reference to Appendix B of the Definitive Proxy Statement filed on April 1, 2008 for the 2008 Annual Meeting of Stockholders

3.1.5 Amendment to Articles of Incorporation of Meritage Homes Corporation

Incorporated by reference to Appendix A of the Definitive Proxy Statement filed on January 9, 2009

3.1.6 Amendment to Articles of Incorporation of Meritage Homes Corporation

Incorporated by reference to Exhibit 3.1.6 of Form 10-Q for the quarter ended June 30, 2025

3.2 Meritage Homes Corporation Amended and Restated Bylaws

Incorporated by reference to Exhibit 3.1 of Form 8-K dated June 14, 2023

Incorporated by reference to Exhibit 3.1 of Form 8-K dated May 22, 2025

4.1 Form of Specimen of Common Stock Certificate

13 unchanged sentences

4.3.5 Fifth Supplemental Indenture (re 5.125% Senior Notes due 2027)

Incorporated by reference to Exhibit 4.3.5 of Form 10-K for the year ended December 31, 2024

4.3.6 Sixth Supplemental Indenture (re 5.125% Senior Notes due 2027)

Filed herewith

1 unchanged sentence

Incorporated by reference to Exhibit 4.1 of Form 8-K dated April 15, 2021

Number Description Page or Method of Filing

4.4.1 First Supplemental Indenture (re 3.875% Senior Notes due 2029)

1 unchanged sentence

4.4.2 Second Supplemental Indenture (re 3.875% Senior Notes due 2029)

Incorporated by reference to Exhibit 4.4.2 of Form 10-K for the year ended December 31, 2024

4.4.3 Third Supplemental Indenture (re 3.875% Senior Notes due 2029)

Filed herewith

Number Description Page or Method of Filing

4.5 Indenture, dated as of May 9, 2024 (re 1.750% Convertible Senior Notes due 2028) and form of 1.750% Convertible Senior Note

3 unchanged sentences

4.5.2 Second Supplemental Indenture (re 1.750% Convertible Senior Notes due 2028)

Incorporated by reference to Exhibit 4.5.2 of Form 10-K for the year ended December 31, 2024

4.5.3 Third Supplemental Indenture (re 1.750% Convertible Senior Notes due 2028)

Filed herewith

4.6 Base Indenture, dated as of March 6, 2025, by among Meritage Homes Corporation, the Guarantors named therein and Regions Bank, as Trustee

Incorporated by reference to Exhibit 4.1 of Form 8-K dated March 6, 2025

4.6.1 First Supplemental Indenture, dated as of March 6, 2025 (re 5.650% Senior Notes due 2035) and Form of 5.650% Senior Notes

Incorporated by reference to Exhibit 4.2 of Form 8-K dated March 6, 2025

4.6.1 First Supplement to First Supplemental Indenture (re 5.650% Senior Notes)

Filed herewith

10.1 2018 Stock Incentive Plan *

Incorporated by reference to Appendix A of the Proxy Statement for the 2018 Annual Meeting of Stockholders filed on March 26, 2018

Incorporated by reference to Appendix A of the Proxy Statement filed on March 26, 2018 for the 2018 Annual Meeting of Stockholders

10.1.1 Amendment to the Meritage Homes Corporation 2018 Stock Incentive Plan *

12 unchanged sentences

Incorporated by reference to Exhibit 10.6 of Form 8-K dated January 22, 2021

10.6 Employment Agreement between the Company and Clinton Szubinski*

Incorporated by reference to Exhibit 10.1 of Form 8-K dated August 12, 2021

10.6 Employment Agreement between the Company and Austin Woffinden *

Filed herewith

10.7 Employment Agreement between the Company and Malissia Clinton*

Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2022

Number Description Page or Method of Filing

10.8 Meritage Homes Corporation 2015 Nonqualified Deferred Compensation Plan *

1 unchanged sentence

10.9 Meritage Homes Corporation Executive Severance Plan *

Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2023

Filed herewith

10.10 Representative Form of Non-Employee Director Equity Deferral Program *

Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2025

10.10.1 Amended and Restated Credit Agreement, dated as of June 13, 2014

10 unchanged sentences

Incorporated by reference to Exhibit 10.1 to Form 8-K dated June 27, 2019

Number Description Page or Method of Filing

10.10.7 Sixth Amendment to Amended and Restated Credit Agreement

5 unchanged sentences

10.10.10 Ninth Amendment to Amended and Restated Credit Agreement

Filed herewith

Incorporated by reference to Exhibit 10.10.9 of Form 10-K for the year ended December 31, 2024

10.11 Tenth Amendment to Amended and Restated Credit Agreement

Incorporated by reference to Exhibit 10.1 of Form 8-K dated June 13, 2024

10.12 Eleventh Amendment to Amended and Restated Credit Agreement

Incorporated by reference to Exhibit 10.1 of Form 8-K dated July 9, 2025

10.13 Philippe Lord - Notice of Approved 2025 Compensation *

Incorporated by reference to Exhibit 10.2 of Form 8-K dated January 10, 2024

Incorporated by reference to Exhibit 10.1 of Form 8-K dated March 7, 2025

10.14 Hilla Sferruzza - Notice of Approved 2025 Compensation *

Incorporated by reference to Exhibit 10.3 of Form 8-K dated January 10, 2024

10.13 Clinton Szubinski - Notice of Approved 2024 Compensation *

Incorporated by reference to Exhibit 10.4 of Form 8-K dated January 10, 2024

Incorporated by reference to Exhibit 10.2 of Form 8-K dated March 7, 2025

10.15 Malissia Clinton - Notice of Approved 2025 Compensation *

Incorporated by reference to Exhibit 10.5 of Form 8-K dated January 10, 2024

Incorporated by reference to Exhibit 10.4 of Form 8-K dated March 7, 2025

10.16 Javier Feliciano - Notice of Approved 2025 Compensation *

Incorporated by reference to Exhibit 10.6 of Form 8-K dated January 10, 2024

Incorporated by reference to Exhibit 10.5 of Form 8-K dated March 7, 2025

10.17 Form of Indemnification Agreement *

4 unchanged sentences

Incorporated by reference to Exhibit 10.2 of Form 8-K dated May 9, 2024

Number Description Page or Method of Filing

19 Securities Trading Policy

Filed herewith

Incorporated by reference to Exhibit 19 of Form 10-K for the year ended December 31, 2024

21 List of Subsidiaries

14 unchanged sentences

Incorporated by reference to Exhibit 97 of Form 10-K for the year ended December 31, 2023

101.0 The following financial statements from Meritage Homes Corporation Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 20, 2025, formatted in Inline XBRL (Extensible Business Reporting Language);

101.0 The following financial statements from Meritage Homes Corporation's Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 13, 2026, formatted in Inline XBRL (Extensible Business Reporting Language);

(i) Consolidated Balance Sheets, (ii) Consolidated Income Statements, (iii) Consolidated Statements of Stockholders' Equity (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.

Number Description Page or Method of Filing

104.0 The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL.

* Indicates a management contract or compensation plan.

* Indicates a management contract or compensatory plan.

Form 10-K Summary

39 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures