Meritage Homes CORP
For the period ended Dec 31, 2023. Filed Feb 14, 2024.
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FY2023 · Filed Feb 14, 2024
MTH$67.25-4.4%Stored close · as of Nov 10, 2026
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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 on Form 10-K.
(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.
(b)Exhibits
| ExhibitNumber | 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 for the 2006 Annual Meeting of Stockholders filed on April 10, 2006 | |
| 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 | |
| 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 | |
| 3.2 | Meritage Homes Corporation Amended and Restated Bylaws | Incorporated by reference to Exhibit 3.1 of Form 8-K dated June 14, 2023 | |
| 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 | Incorporated by reference to Exhibit 4.2 of Form 10-K for the year ended December 31, 2019 | |
| 4.3 | Indenture dated June 2, 2015 (re 6.00% Senior Notes due 2025) and form of 6.00% Senior Note | Incorporated by reference to Exhibit 4.1 of Form 8-K dated June 2, 2015 | |
| 4.3.1 | First Supplemental Indenture (re 6.00% Senior Notes due 2025) | Incorporated by reference to Exhibit 4.3 of Form 10-Q for the quarter ended June 30, 2019 | |
| 4.3.2 | Second Supplemental Indenture (re 6.00% Senior Notes due 2025) | Incorporated by reference to Exhibit 4.4.2 of Form 10-K for the year ended December 31, 2020 | |
| 4.3.3 | Third Supplemental Indenture (re 6.00% Senior Notes due 2025) | Incorporated by reference to Exhibit 4.4.3 of Form 10-K for the year ended December 31, 2020 | |
| 4.4 | 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 | |
| 4.4.1 | 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 | |
| 4.4.2 | 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. | |
| 4.4.3 | 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. | |
| 4.5 | 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 |
| ExhibitNumber | Description | Page or Method of Filing | |
| 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 | |
| 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 * | Filed herewith | |
| 10.1.3 | Representative Form of Restricted Stock Unit Agreement * | Filed herewith | |
| 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 Clinton Szubinski* | Incorporated by reference to Exhibit 10.1 of Form 8-K dated August 12, 2021 | |
| 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 | |
| 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 * | Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2023 | |
| 10.10 | 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 | |
| 10.10.1 | First Amendment to Amended and Restated Credit Agreement | Incorporated by reference to Exhibit 10.1 of Form 8-K dated July 9, 2015 | |
| 10.10.2 | Second Amendment to Amended and Restated Credit Agreement | Incorporation by reference to Exhibit 10.1 of Form 8-K dated June 29, 2016 | |
| 10.10.3 | Third Amendment to Amended and Restated Credit Agreement | Incorporated by reference to Exhibit 10.1 of Form 8-K dated May 31, 2017 | |
| 10.10.4 | Fourth Amendment to Amended and Restated Credit Agreement | Incorporated by reference to Exhibit 10.1 to Form 8-K dated June 29, 2018 | |
| 10.10.5 | Fifth Amendment to Amended and Restated Credit Agreement | Incorporated by reference to Exhibit 10.1 to Form 8-K dated June 27, 2019 | |
| 10.10.6 | Sixth Amendment to Amended and Restated Credit Agreement | Incorporated by reference to Exhibit 10.1 to Form 8-K dated December 23, 2020 | |
| 10.10.7 | Seventh Amendment to Amended and Restated Credit Agreement | Incorporated by reference to Exhibit 10.1 to Form 8-K dated December 17, 2021 | |
| 10.10.7 | Eighth Amendment to Amended and Restated Credit Agreement | Incorporated by reference to Exhibit 10.1 of Form 8-K dated June 5, 2023 |
| ExhibitNumber | Description | Page or Method of Filing | |
| 10.11 | Philippe Lord - Notice of Approved 2023 Compensation * | Incorporated by reference to Exhibit 10.1 of Form 8-K dated February 20, 2023 | |
| 10.12 | Hilla Sferruzza - Notice of Approved 2023 Compensation * | Incorporated by reference to Exhibit 10.2 of Form 8-K dated February 20, 2023 | |
| 10.13 | Clinton Szubinski - Notice of Approved 2023 Compensation * | Incorporated by reference to Exhibit 10.3 of Form 8-K dated February 20, 2023 | |
| 10.14 | Malissia Clinton - Notice of Approved 2023 Compensation * | Incorporated by reference to Exhibit 10.5 of Form 8-K dated February 20, 2023 | |
| 10.15 | Javier Feliciano - Notice of Approved 2023 Compensation * | Incorporated by reference to Exhibit 10.4 of Form 8-K dated February 20, 2023 | |
| 10.16 | Philippe Lord - Notice of Approved 2024 Compensation * | Incorporated by reference to Exhibit 10.2 of Form 8-K dated January 10, 2024 | |
| 10.17 | Hilla Sferruzza - Notice of Approved 2024 Compensation * | Incorporated by reference to Exhibit 10.3 of Form 8-K dated January 10, 2024 | |
| 10.18 | Clinton Szubinski - Notice of Approved 2024 Compensation * | Incorporated by reference to Exhibit 10.4 of Form 8-K dated January 10, 2024 | |
| 10.19 | Malissia Clinton - Notice of Approved 2024 Compensation * | Incorporated by reference to Exhibit 10.5 of Form 8-K dated January 10, 2024 | |
| 10.20 | Javier Feliciano - Notice of Approved 2024 Compensation * | Incorporated by reference to Exhibit 10.6 of Form 8-K dated January 10, 2024 | |
| 10.21 | Form of Indemnification Agreement * | Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2021 | |
| 21 | List of Subsidiaries | Incorporated by reference to Exhibit 21 to Form 10-K for the year ended December 31, 2022 | |
| 22 | List of Guarantor Subsidiaries | Incorporated by reference to Exhibit 22 to Form 10-K for the year ended December 31, 2022 | |
| 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 | Filed herewith | |
| 101.0 | The following financial statements from Meritage Homes Corporation Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 14, 2024, 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, 2023, formatted in Inline XBRL. |
| * | Indicates a management contract or compensation plan. |
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