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Meritage Homes CORP

For the period ended Dec 31, 2025. Filed Apr 7, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Apr 7, 2026

MTH$68.05-4.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrantý
Filed by a Party other than the Registrant¨
Check the appropriate box:
¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material Pursuant to §240.14a-12

Meritage Homes Corporation

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
ýNo fee required.
¨Fee paid previously with preliminary materials.
¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Fellow Stockholders:

You are cordially invited to join us for our 2026 Annual Meeting of Stockholders on May 21, 2026, at 8:00 a.m. Pacific Time. The meeting will be completely virtual and conducted via live audio webcast to enable our stockholders to participate from any location around the world that is convenient. You will be able to attend the meeting by accessing meetnow.global/MFX6MXG and using the Control Number on your Notice or Proxy Card to join the meeting. Stockholders will be able to listen, vote and submit questions during the virtual meeting. Holders of record of our common stock as of March 26, 2026 are entitled to notice of, and to vote at, the 2026 Annual Meeting of Stockholders.

The Notice of Annual Meeting of Stockholders and the proxy statement that follow describe the business to be conducted at the meeting. We may also report on matters of current interest to our stockholders at that meeting.

We are pleased to be furnishing these materials to our stockholders electronically. We believe this approach provides you with the information that you need in an expedited manner while reducing both the environmental impact and delivery costs of our Annual Meeting. If you would like printed copies of our proxy statement and accompanying materials, we will mail them to you upon request at no charge. For more information, please refer to the Important Notice Regarding the Availability of Proxy Materials that we previously mailed to you on or about April 7, 2026.

All stockholders are welcome to attend the virtual Annual Meeting; however, please vote your shares promptly and prior to the meeting to ensure they are represented at the meeting. You may submit your proxy by Internet or telephone, as described in the following materials, or, if you request printed copies of these materials, by completing and signing the proxy or voting instruction card enclosed therein and returning it in the envelope provided.

If your shares are held in the name of a broker, bank, trust or other nominee, you will be asked for proof of ownership of your shares in order to register to attend the virtual meeting.

We thank you for your support.

Sincerely,

Phillippe Lord

Chief Executive Officer

18655 North Claret Drive• Suite 400• Scottsdale, Arizona• 85255• Phone 480-515-8100

Listed on the New York Stock Exchange — MTH

Notice of Annual Meeting of Stockholders

Meeting Date: May 21, 2026

Time: 8:00 a.m. Pacific Time

Virtual location: See details below for registration

To Our Stockholders:

You are invited to attend the Meritage Homes Corporation 2026 Annual Meeting of Stockholders ("Annual Meeting"), to be held in a virtual-only format via live audio webcast, at which we will conduct the following business:

1 Election of six directors, each to hold office until our 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified,

2 Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year,

3 Advisory vote to approve compensation of our Named Executive Officers ("Say on Pay"),

4 Advisory vote to approve reduction in ownership threshold to call a special meeting of stockholders to 25%,

5 Shareholder proposal to improve shareholder ability to call for a special shareholder meeting, if properly presented, and

6 The conduct of any other business that may properly come before the meeting or any adjournment or postponement thereof.

These items and information regarding the admission policy and procedures for attending the Annual Meeting are more fully described in the accompanying proxy statement. Only stockholders of record at the close of business on March 26, 2026 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND VIRTUALLY, WE URGE YOU TO VOTE AND SUBMIT YOUR PROXY IN ADVANCE OF THE ANNUAL MEETING BY ONE OF THE METHODS DESCRIBED IN THE PROXY MATERIALS FOR THE ANNUAL MEETING. YOU MAY VOTE YOUR SHARES AND SUBMIT A PROXY OR VOTING INSTRUCTION CARD BY USING THE INTERNET, REGULAR MAIL OR TELEPHONE AS DESCRIBED HEREIN OR ON YOUR PROXY OR VOTING INSTRUCTION CARD.

By Order of the Board of Directors

Malissia Clinton, Secretary

Scottsdale, Arizona

April 7, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 21, 2026:

THIS PROXY STATEMENT AND MERITAGE’S 2025 ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT INVESTORS.MERITAGEHOMES.COM. ADDITIONALLY, AND IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC")RULES, YOU MAY ACCESS THESE MATERIALS ON THE COOKIES-FREE WEBSITE INDICATED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS THAT YOU HAVE RECEIVED.

Table of Contents

Proxy Summary2
General Information2
The Proposals3
Election of Directors (Proposal No. 1)7
Ratification of Independent Registered Public Accounting Firm (Proposal No. 2)8
Advisory Vote to Approve Compensation of our Named Executive Officers (Proposal No. 3)9
Advisory Vote to Approve Reduction in Ownership Threshold to Call a Special Meeting of Stockholders to 25% (Proposal No. 4)11
Shareholder Proposal to Improve Shareholder Ability to Call for a Special Shareholder Meeting (Proposal No. 5)12
Security Ownership of Management and Principal Stockholders14
Corporate Governance and Board Matters16
Compensation Discussion and Analysis27
Executive Summary27
Compensation Philosophy and Objectives31
Compensation Best Practices33
Independent Compensation Consultant34
Compensation Program34
Stock Ownership Requirements35
Equity-Based Awards36
Employment Agreements in Effect for 202537
Discussion of NEO Compensation40
2026 Developments42
Executive Compensation Committee Report43
Compensation of Officers and Directors44
Potential Payments upon Termination or Change of Control Summary49
Pay Ratio Disclosure51
Director Compensation52
Pay versus Performance53
Securities Authorized For Issuance Under Equity Compensation Plans56
Delinquent Section 16(a) Reports57
Certain Relationships and Related Transactions58
Independent Auditors59
Report of the Audit Committee60
Stockholder Proposals, Director Nominations and Other Items of Business61
Forward-Looking Statements62

MERITAGE HOMES| 2026 Proxy Statement 1

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.