Meritage Homes CORP
For the period ended Dec 31, 2025. Filed Feb 13, 2026.
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FY2025 · Filed Feb 13, 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.
(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.
(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 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 |
| ExhibitNumber | 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 |
| ExhibitNumber | 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 |
| ExhibitNumber | 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 | |
| 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. |
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