Meritage Homes CORP 10-K

Item 9A. Controls and Procedures In order to ensure that the information we must disclose in our filings and submissions with the SEC is recorded, processed, summarized and reported on a timely basis, we have developed and implemented disclosure controls and procedures. Our management, with the participation of our chief executive officer ("CEO") and chief financial officer ("CFO"), has reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e), as of December 31, 2025 (the “Evaluation Date”). Based on such evaluation, management has concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective at a reasonable assurance level in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures. There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Also, projections of any internal control effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with internal control policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 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, 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. 77 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Meritage Homes Corporation Opinion on Internal Control over Financial Reporting 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, 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. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Tempe, Arizona February 13, 2026 78 Item 9B. Other Information Insider Trading Arrangements During the fiscal quarter ended December 31, 2025, no director or officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None PART III Item 10. Directors, Executive Officers and Corporate Governance 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). Item 11. Executive Compensation Information required in response to this item is incorporated by reference to our 2026 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information required in response to this item is incorporated by reference to our 2026 Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence Information required in response to this item is incorporated by reference to our 2026 Proxy Statement. Item 14. Principal Accountant Fees and Services Information required in response to this item is incorporated by reference to our 2026 Proxy Statement. 79 PART IV Item 15. Exhibits and Financial Statement Schedules (a) Financial Statements and Schedules (i) Financial Statements: 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. 80 (b) Exhibits Exhibit Number Description Page or Method of Filing 2.1 Agreement and Plan of Reorganization, dated as of September 13, 1996, by and among Homeplex, the Monterey Merging Companies and the Monterey Stockholders Incorporated by reference to Appendix A of Form S-4 Registration Statement No. 333-15937 3.1 Restated Articles of Incorporation of Meritage Homes Corporation Incorporated by reference to Exhibit 3 of Form 8-K dated June 20, 2002 3.1.1 Amendment to Articles of Incorporation of Meritage Homes Corporation Incorporated by reference to Exhibit 3.1 of Form 10-Q for the quarter ended September 30, 1998 3.1.2 Amendment to Articles of Incorporation of Meritage Homes Corporation Incorporated by reference to Exhibit 3.1 of Form 8-K dated September 15, 2004 3.1.3 Amendment to Articles of Incorporation of Meritage Homes Corporation 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 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 May 22, 2025 4.1 Form of Specimen of Common Stock Certificate Incorporated by reference to Exhibit 4.1 of Form 10-K for the year ended December 31, 2007 4.2 Description of securities of Meritage Homes Corporation registered under Section 12 of the Securities Exchange Act of 1934 Filed herewith 4.3 Indenture, dated June 6, 2017 (re 5.125% Senior Notes due 2027) and form of 5.125% Senior Note Incorporated by reference to Exhibit 4.1 of Form 8-K dated June 6, 2017 4.3.1 First Supplemental Indenture (re 5.125% Senior Notes due 2027) Incorporated by reference to Exhibit 4.4 of Form 10-Q for the quarter ended June 30, 2019 4.3.2 Second Supplemental Indenture (re 5.125% Senior Notes due 2027) Incorporated by reference to Exhibit 4.5.2 of Form 10-K for the year ended December 31, 2020 4.3.3 Third Supplemental Indenture (re 5.125% Senior Notes due 2027) Incorporated by reference to Exhibit 4.5.3 of Form 10-K for the year ended December 31, 2020 4.3.4 Fourth Supplemental Indenture (re 5.125% Senior Notes due 2027) Incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended September 30, 2024 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 4.4 Indenture, dated April 15, 2021 (re 3.875% Senior Notes due 2029) and form of 3.875% Senior Note Incorporated by reference to Exhibit 4.1 of Form 8-K dated April 15, 2021 81 Exhibit Number Description Page or Method of Filing 4.4.1 First Supplemental Indenture (re 3.875% Senior Notes due 2029) Incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended September 30, 2024 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 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 Incorporated by reference to Exhibit 4.1 of Form 8-K dated May 9, 2024 4.5.1 First Supplemental Indenture (re 1.750% Convertible Senior Notes due 2028) Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2024 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 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 * Incorporated by reference to Exhibit 10.1 of Form 8-K dated May 18, 2023 10.1.2 Representative Form of Performance Share Award Agreement * Incorporated by reference to Exhibit 10.1.2 of Form 10-K for the year ended December 31, 2023 10.1.3 Representative Form of Restricted Stock Unit Agreement * Incorporated by reference to Exhibit 10.1.3 of Form 10-K for the year ended December 31, 2023 10.2 Employment Agreement between the Company and Steven J. Hilton * Incorporated by reference to Exhibit 10.1 of Form 8-K dated January 10, 2024 10.3 Employment Agreement between the Company and Philippe Lord * Incorporated by reference to Exhibit 10.1 of Form 8-K dated January 22, 2021 10.4 Employment Agreement between the Company and Hilla Sferruzza * Incorporated by reference to Exhibit 10.4 of Form 8-K dated January 22, 2021 10.5 Employment Agreement between the Company and Javier Feliciano * Incorporated by reference to Exhibit 10.6 of Form 8-K dated January 22, 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 82 Exhibit Number Description Page or Method of Filing 10.8 Meritage Homes Corporation 2015 Nonqualified Deferred Compensation Plan * Incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended June 30, 2021 10.9 Meritage Homes Corporation Executive Severance Plan * 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 Incorporated by reference to Exhibit 10.1 of Form 8-K dated June 13, 2014 10.10.2 First Amendment to Amended and Restated Credit Agreement Incorporated by reference to Exhibit 10.1 of Form 8-K dated July 9, 2015 10.10.3 Second Amendment to Amended and Restated Credit Agreement Incorporation by reference to Exhibit 10.1 of Form 8-K dated June 29, 2016 10.10.4 Third Amendment to Amended and Restated Credit Agreement Incorporated by reference to Exhibit 10.1 of Form 8-K dated May 31, 2017 10.10.5 Fourth Amendment to Amended and Restated Credit Agreement Incorporated by reference to Exhibit 10.1 to Form 8-K dated June 29, 2018 10.10.6 Fifth Amendment to Amended and Restated Credit Agreement Incorporated by reference to Exhibit 10.1 to Form 8-K dated June 27, 2019 10.10.7 Sixth Amendment to Amended and Restated Credit Agreement Incorporated by reference to Exhibit 10.1 to Form 8-K dated December 23, 2020 10.10.8 Seventh Amendment to Amended and Restated Credit Agreement Incorporated by reference to Exhibit 10.1 to Form 8-K dated December 17, 2021 10.10.9 Eighth Amendment to Amended and Restated Credit Agreement Incorporated by reference to Exhibit 10.1 of Form 8-K dated June 5, 2023 10.10.10 Ninth Amendment to Amended and Restated Credit Agreement 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 10.1 of Form 8-K dated March 7, 2025 10.14 Hilla Sferruzza - Notice of Approved 2025 Compensation * 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 10.4 of Form 8-K dated March 7, 2025 10.16 Javier Feliciano - Notice of Approved 2025 Compensation * Incorporated by reference to Exhibit 10.5 of Form 8-K dated March 7, 2025 10.17 Form of Indemnification Agreement * Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2021 10.18 Form of Base Capped Call Confirmation Incorporated by reference to Exhibit 10.1 of Form 8-K dated May 9, 2024 10.19 Form of Additional Capped Call Confirmation Incorporated by reference to Exhibit 10.2 of Form 8-K dated May 9, 2024 83 Exhibit Number Description Page or Method of Filing 19 Securities Trading Policy Incorporated by reference to Exhibit 19 of Form 10-K for the year ended December 31, 2024 21 List of Subsidiaries Filed herewith 22 List of Guarantor Subsidiaries Filed herewith 23 Consent of Deloitte & Touche LLP Filed herewith 24 Powers of Attorney See Signature Page 31.1 Rule 13a-14(a)/15d-14(a) Certification of Phillippe Lord, Chief Executive Officer Filed herewith 31.2 Rule 13a-14(a)/15d-14(a) Certification of Hilla Sferruzza, Chief Financial Officer Filed herewith 32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer Furnished herewith 97 Clawback Policy 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'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. 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 compensatory plan. Item 16. Form 10-K Summary Not applicable. 84 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 13th day of February 2026. MERITAGE HOMES CORPORATION, a Maryland Corporation By /s/ PHILLIPPE LORD Phillippe Lord Chief Executive Officer By /s/ HILLA SFERRUZZA Hilla Sferruzza Executive Vice President and Chief Financial Officer By /s/ ALISON SASSER Alison Sasser Senior Vice President and Chief Accounting Officer 85 KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Phillippe Lord and Hilla Sferruzza, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ PHILLIPPE LORD Chief Executive Officer, Director February 13, 2026 Phillippe Lord /s/ HILLA SFERRUZZA Executive Vice President, Chief Financial Officer (Principal Financial Officer) February 13, 2026 Hilla Sferruzza /s/ ALISON SASSER Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) February 13, 2026 Alison Sasser /s/ STEVEN J. HILTON Executive Chairman February 13, 2026 Steven J. Hilton /s/ PETER L. AX Director February 13, 2026 Peter L. Ax /s/ DANA C. BRADFORD Director February 13, 2026 Dana C. Bradford /s/ MICHAEL R. ODELL Director February 13, 2026 Michael R. Odell /s/ DEB HENRETTA Director February 13, 2026 Deb Henretta /s/ JOSEPH KEOUGH Director February 13, 2026 Joseph Keough /s/ P. KELLY MOONEY Director February 13, 2026 P. Kelly Mooney /s/ LOUIS E. CALDERA Director February 13, 2026 Louis E. Caldera /s/ DENNIS V. ARRIOLA Director February 13, 2026 Dennis V. Arriola /s/ ERIN LANTZ Director February 13, 2026 Erin Lantz /s/ GEISHA WILLIAMS Director February 13, 2026 Geisha Williams 86