mth-20260406


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. )

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Check the appropriate box:

Preliminary Proxy Statement

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Definitive Proxy Statement

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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)

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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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:

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

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

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

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

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

6The 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

Table of Contents


Proxy Summary			2
General Information			2
The Proposals			3
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 Ab ility to C a ll for a Special Shareholder Meetin g (Proposal No. 5 )			12
Security Ownership of Management and Principal Stockholders			14
Corporate Governance and Board Matters			16
Compensation Discussion and Analysis			27
Executive Summary			27
Compensation Philosophy and Objectives			31
Compensation Best Practices			33
Independent Compensation Consultant			34
Compensation Program			34
S tock Ownership Requirements			35
Equity-Based Awards			36
Employment Agreements in Effect for 2025			37
Discussion of NEO Compensation			40
2026 Developments			42
Executive Compensation Committee Report			43
Compensation of Officers and Directors			44
Potential Payments upon Termination or Change of Control Summary			49
Pay Ratio Disclosure			51
Director Compensation			52
Pay versus Performance			53
Securities Authorized For Issuance Under Equity Compensation Plans			56
Delinquent Section 16(a) Reports			57
Certain Relationships and Related Transactions			58
Independent Auditors			59
Report of the Audit Committee			60
Stockholder Proposals, Director Nominations and Other Items of Business			61
Forward-Looking Statements			62
Annual Report on Form 10-K and Other Matters			63

MERITAGE HOMES | 2026 Proxy Statement 1



PROXY SUMMARY

MERITAGE HOMES CORPORATION

18655 NORTH CLARET DRIVE

SUITE 400

SCOTTSDALE, ARIZONA 85255

(480) 515-8100

www.meritagehomes.com

Proxy Summary

This summary highlights selected information contained elsewhere in this proxy statement and is not intended to contain all of the information that you should consider. Please read the entire proxy statement carefully before voting.


General Information

Proxy Statement Purpose

The Board of Directors (the "Board") of Meritage Homes Corporation, a Maryland corporation (“Meritage Homes”, "Meritage", "we" or the “Company”), is furnishing this proxy statement to solicit your proxy for our 2026 Annual Meeting of Stockholders ("Annual Meeting"). This Proxy Statement contains information to help you decide how you want your shares to be voted. To understand the proposals fully, you should carefully read this entire proxy statement and the other proxy materials identified in the Important Notice Regarding the Availability of Proxy Materials for the Meritage Homes Corporation 2026 Annual Meeting of Stockholders to be held on May 21, 2026 (the "Notice"). This proxy statement will be available on our website, and the Notice will be mailed to stockholders beginning on or about April 7, 2026.

Annual Meeting of Stockholders

May 21, 2026

8:00 a.m. Pacific Time

The meeting will be completely virtual and conducted via live audio webcast. You will access the meeting at meetnow.global/MFX6MXG and use the Control Number on your Notice or Proxy Card.

Record Date:

March 26, 2026

Who Can Vote

Stockholders who hold shares of our common stock at the close of business on March 26, 2026, the record date, will be entitled to one vote for each share held regarding each of the matters proposed in this proxy statement. Only holders of record of common stock at the close of business on the record date will be permitted to vote, either prior to the meeting or at the virtual meeting. On the record date, there were 66,702,433 shares of Meritage common stock outstanding. The common stock is our only outstanding class of voting securities.

Voting Information

You can vote electronically at the virtual Annual Meeting or submit a proxy prior to the meeting to have your shares represented without attending the virtual meeting. The shares represented by a properly executed proxy will be voted as you direct. To submit a proxy, you must follow the instructions provided in this proxy statement and in the Notice. You may vote via the Internet, regular mail or by calling the telephone number provided in the Notice, and you will be asked to enter your control number. If you request a printed copy of these materials, you may also vote by filling out and signing the proxy or voting instruction card enclosed therein and returning it by mail in the envelope provided. Please make your request for a copy as instructed in the Notice on or before May 13, 2026 to facilitate timely delivery.

If you submit a signed proxy but do not indicate any voting instructions, your shares will be voted FOR the election of the six director nominees named in this proxy statement, FOR the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026, FOR the advisory vote to approve the compensation of our Named Executive Officers, FOR the advisory vote to approve reduction in ownership threshold to call a special meeting of

2 MERITAGE HOMES | 2026 Proxy Statement



PROXY SUMMARY

stockholders to 25%, and AGAINST the shareholder proposal to improve shareholder ability to call for a special shareholder meeting.

You can revoke your proxy any time before it is voted by written notice delivered to the Company’s Secretary by timely delivery of a later signed proxy (including via the Internet, regular mail, or telephone), or by voting electronically at the virtual meeting. Attendance at the virtual meeting alone is not sufficient to revoke your proxy. You must also vote your shares to revoke your proxy.

Holders of Record and Beneficial Owners

If your shares are registered directly in your name with our transfer agent, you are considered the “holder of record” of those shares.

If your shares are held in a brokerage account or by another nominee, you are considered the “beneficial owner” of shares held in “street name,” and the Notice is being forwarded to you by your broker or nominee (the “record holder”) along with a voting instruction card. As the beneficial owner, you have the right to direct your record holder regarding how to vote your shares, and the record holder is required to vote your shares in accordance with your instructions.

As the holder of record or beneficial owner of shares, you are invited to attend the virtual Annual Meeting. Please note, however, that if you are a beneficial owner, you may not vote your shares electronically at the virtual meeting unless you obtain a “legal proxy” from the record holder that holds your shares. Instructions for requesting the “legal proxy” from the record holder will be provided to beneficial owners by the record holder.

Rules of the New York Stock Exchange (the “NYSE”) determine whether proposals presented at stockholder meetings are “routine” or “non-routine.” If a proposal is routine, a broker or other entity holding shares for a beneficial owner in street name may vote on the proposal if the beneficial owner does not provide voting instructions. If a proposal is non-routine, the broker or other entity may vote on the proposal only if the beneficial owner has provided voting instructions. A “broker non-vote” occurs when the broker or other entity is unable to vote on a proposal because the proposal is non-routine and the beneficial owner does not provide instructions. If you are a beneficial owner and do not give instructions to your record holder prior to the meeting, the record holder will be entitled to vote your shares in its discretion only on Proposal No. 2 (Ratification of Independent Registered Public Accounting Firm) and will not be able to vote your shares on Proposal No. 1 (Election of Directors), Proposal No. 3 (Advisory Vote to Approve Compensation of our Named Executive Officers), Proposal No. 4 (Advisory Vote to Approve Reduction in Ownership Threshold to Call a Special Meeting of Stockholders to 25%), or Proposal No. 5 (Shareholder Proposal to Improve Shareholder Ability to Call for a Special Shareholder Meeting), and your shares will be treated as a “broker non-vote” on those proposals.

Quorum

The presence virtually or by proxy of stockholders representing a majority of the votes entitled to be cast at the meeting is necessary to constitute a quorum at the meeting. Abstentions and broker non-votes are counted as present for purposes of determining whether a quorum exists.


The Proposals


The following proposals will be considered at the Annual Meeting:
Proposal		Board Vote Recommendation	Page Number
1	Election of Directors	FOR Each Nominee	7
2	Ratification of Independent Registered Public Accounting Firm	FOR	8
3	Advisory Vote to Approve Compensation of our Named Executive Officers	FOR	9
4	Advisory Vote to Approve Reduction in Ownership Threshold to Call a Special Meeting of Stockholders to 25%	FOR	11
5	Shareholder Proposal to Improve Shareholder Ability to Call for a Special Shareholder Meeting	AGAINST	12

MERITAGE HOMES | 2026 Proxy Statement 3



PROXY SUMMARY


PROPOSAL 1
Election of Directors

Each Class I director nominee is up for election for a one-year term and was a director for all of 2025. The classification of our Board is currently being phased out following stockholder approval to declassify the Board of Directors at the 2025 Annual Meeting of Stockholders, and all directors will be up for election for one-year terms beginning with the 2027 Annual Meeting of Stockholders. Biographical information for each of our director nominees begins on page 18, and their key skills, expertise, and experience are summarized on page 17. Each director attended at least 75% of the aggregate of all meetings of the Board and of all Board committees on which they serve.

Name

Class

Age

Director Since

Independent

NGSC

AMC

Dana C. Bradford

2009

Yes

Louis E. Caldera

2021

Yes

Deb Henretta

2016

Yes

Steven J. Hilton

1996

P. Kelly Mooney

2020

Yes

Geisha Williams (1)

2025

Yes

(1) Ms. Williams was appointed as a member of the Executive Compensation Committee effective May 22, 2025 and attended at least 75% of the meetings after her appointment.

Committee Chair

Audit Committee

NGSC

Nominating, Governance and Sustainability Committee

Member

Executive Compensation Committee

AMC

Asset Management Committee


PROPOSAL 2
Ratification of Independent Registered Public Accounting Firm

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


	Summary of Fees
	2025		2024
Audit fees	$	1,345,000	$	1,373,650
Audit-related fees	—		—
Tax fees	—		90,000
All other fees	—		—
Total fees	$	1,345,000	$	1,463,650

4 MERITAGE HOMES | 2026 Proxy Statement



PROXY SUMMARY


PROPOSAL 3
Advisory Vote to Approve Compensation of our Named Executive Officers

Stockholders will be given the opportunity to vote on an advisory resolution to approve the compensation of our Named Executive Officers (“NEOs”) (commonly referred to as “Say on Pay”).

Our executive compensation program is designed to drive and reward superior corporate performance, both annually and over the long-term. The Board believes the Company’s compensation policies and practices are effective in achieving the Company’s goals of paying for performance and aligning the NEOs' long-term interests with those of our stockholders.

Compensation elements for our NEOs include:


Type	Form	Terms
Cash	Base Salary	Competitively market-based.
Cash	Annual Incentive Compensation	Based on achievement of performance goals that align with the Company's annual objectives.
Cash	Discretionary Bonuses	Based on specific individual achievements beyond those of the performance goals included in the annual incentive compensation program, subject to approval by the Executive Compensation Committee. Our long-standing practice is to limit discretionary payments.
Equity	Long-term Incentive Awards	Equity awards include a mix of time-based awards and performance-based awards, both of which vest on the third anniversary of the date of grant. Performance-based awards are earned based on goals aligned with the Company's long-term strategy and which span over a combination of a three-year cumulative period or three one-year measurement periods.
Other	Limited Perquisites	Primarily consists of the reimbursement of certain life and disability (or equivalent) policies for the benefit of NEOs and their families, reimbursement of certain physical exam costs for the NEOs, and auto allowance for certain NEOs.


PROPOSAL 4
Advisory Vote to Approve Reduction in Ownership Threshold to Call a Special Meeting of Stockholders to 25%

We are conducting an advisory vote to gather our stockholders’ perspective on reducing the ownership threshold required to call a special meeting of stockholders from at least 50% to at least 25% of the outstanding shares of our common stock.


PROPOSAL 5
Shareholder Proposal to Improve Shareholder Ability to Call for a Special Shareholder Meeting

Shareholder proposal to improve shareholder ability to call for a special shareholder meeting.

MERITAGE HOMES | 2026 Proxy Statement 5



PROXY SUMMARY

Other Matters

The management and Board of the Company know of no other matters to be brought before the meeting. If other matters are properly presented to the stockholders for action during the meeting or any adjournments or postponements thereof, it is the intention of the proxy holders named in the proxy to vote in their discretion on all matters on which the shares of common stock represented by such proxy are entitled to vote. The entire cost of this solicitation of proxies will be borne by the Company, including expenses incurred in connection with preparing, assembling and mailing the Notice. The Company may reimburse brokers or persons holding stock in their names or in the names of their nominees for their expenses in sending the proxy materials to beneficial owners who request paper copies. Certain officers, directors and regular employees of the Company, who will receive no extra compensation for their services, may solicit proxies by mail, telephone, facsimile, electronically or personally.

Corporate Governance

Meritage operates within a comprehensive plan of corporate governance for the purpose of defining responsibilities and setting high standards for ethical conduct. Our Board has established the following governance committees:


—			Audit Committee
—			Executive Compensation Committee ("Compensation Committee")
—			Nominating, Governance and Sustainability Committee ("NGS Committee")
—			Asset Management Committee ("AMC")

The charter of each of the committees listed above is available on our website, along with our Lead Independent Director Charter, Code of Ethics, Corporate Governance Principles and Practices, Conflict of Interest and Related Party Transaction Policy, Securities Trading Policy, Clawback Policy, Human Rights Policy, Vendor Code of Conduct, Political Activities and Contributions Policy, Sustainability Policy, Non-Employee Director Retirement Policy, and Responsible Marketing Policy. Additionally, beginning in 2025, we disclose all political contributions semi-annually, within the "Corporate Governance — Governance Documents" section on our website. These items are also available in print, free of charge, to any stockholder who requests them by calling us or by writing to us at our principal executive offices at the address listed previously in this proxy statement, Attention: Secretary.

6 MERITAGE HOMES | 2026 Proxy Statement



PROPOSAL 1: ELECTION OF DIRECTORS

Election of Directors

(Proposal No. 1)

Our Board currently has eleven members and is divided into two classes serving classified terms. The classification of our Board is currently being phased out following stockholder approval to declassify the Board of Directors at the 2025 Annual Meeting of Stockholders, and all directors will be up for election for terms beginning with the 2027 Annual Meeting of Stockholders. This year, our Class I directors are up for election for a one-year term which will expire at the 2027 Annual Meeting of Stockholders. The Board, upon the recommendation of the NGS Committee, has nominated for re-election Dana C. Bradford, Louis E. Caldera, Deb Henretta, Steven J. Hilton, P. Kelly Mooney, and Geisha Williams.

Biographical information for each of our director nominees is set forth beginning on page 18.

All nominees have consented to serve as directors. The Board of Directors has no reason to believe that any of the nominees will be unable to act as a director. However, should a nominee become unable to serve or should a vacancy on the Board occur before the 2026 Annual Meeting, the Board may either reduce its size or designate a substitute nominee. If a substitute nominee is named, you will be able to vote for the election of the substitute nominee designated by the Board at the 2026 Annual Meeting. In the vote on the election of the director nominees, stockholders may vote FOR, AGAINST, or ABSTAIN for each director.

Unless you elect to vote differently by so indicating on your signed proxy, your shares will be voted FOR the Board’s nominees. To be elected a director, a director nominee must receive the affirmative vote of the majority of the votes cast, meaning, that the number of votes cast "for" a director nominee must exceed the number of votes "against" that director nominee. Broker non-votes and abstentions will have no effect on the result of the vote. Any nominee for director who is an incumbent director but who is not elected by a majority of the votes cast, and with respect to whom no successor has been elected, will promptly tender his or her offer to resign to the Board of Directors for its consideration. The NGS Committee will recommend to the Board of Directors whether to accept or reject the resignation offer, or whether other action should be taken. Broker non-votes and abstentions will not count as either votes for or against the nominee.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE ABOVE-NAMED NOMINEES AS DIRECTORS.

MERITAGE HOMES | 2026 Proxy Statement 7



PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ratification of Independent Registered Public Accounting Firm

(Proposal No. 2)

The Board seeks an indication from stockholders of their approval or disapproval of the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2026.

Deloitte & Touche LLP has served as our auditor since 2004 and no relationship exists between the Company and Deloitte & Touche LLP other than the usual relationship between independent auditors and clients.

An affirmative vote of the majority of the votes cast at the Annual Meeting, at which a quorum is present, is required to ratify the selection of Deloitte & Touche LLP as the Company’s independent auditor for fiscal 2026. Abstentions will not be counted either for or against this proposal. Because this is a "routine" proposal, we do not anticipate any broker non-votes, but to the extent that there are any, broker non-votes will have no effect on the outcome of this proposal. If the appointment of Deloitte & Touche LLP as auditors for fiscal 2026 is not approved by stockholders, the adverse vote will be considered a direction to the Audit Committee to consider other independent auditors for next year. However, because of the difficulty in making any substitution of auditors after the beginning of the current year, the appointment in 2026 will stand, unless the Audit Committee determines there is a reason for making a change. In addition, even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of the Company and our stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL NO. 2.

8 MERITAGE HOMES | 2026 Proxy Statement



PROPOSAL 3: ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Advisory Vote to Approve Compensation of our Named Executive Officers

(Proposal No. 3)

Stockholders will be given the opportunity to vote on the following advisory resolution (commonly referred to as "Say on Pay"):

RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed herein pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.

Background on Proposal

In accordance with the Dodd-Frank Act and related SEC rules, including Section 14A of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), stockholders are being given the opportunity to vote at the Annual Meeting on this advisory resolution regarding the compensation of our NEOs.

SEC Form DEF 14A filed by Meritage Homes Corporation