Document

As filed with the Securities and Exchange Commission on June 15, 2023

Registration Statement No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

REGISTRATION STATEMENT

THE SECURITIES ACT OF 1933

MERITAGE HOMES CORPORATION

Co-registrants are listed on the following page

(Exact name of registrant as specified in its charter)


Maryland						86-0611231
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification Number)

8800 E. Raintree Drive, Suite 300

Scottsdale, Arizona 85260

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Meritage Homes Corporation 2018 Stock Incentive Plan

(Full title of the plan)

Executive Vice President and Chief Financial Officer

8800 East Raintree Drive, Suite 300

Scottsdale, Arizona 85260

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Snell & Wilmer L.L.P.

One East Washington Street

Phoenix, Arizona 85004

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act:

Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

This Registration Statement relates to the Registration Statement on Form S-8 (No. 333-225087) (the “2018 Form S-8”) that Meritage Homes Corporation, a Maryland corporation (the “Company”), filed on May 21, 2018, pursuant to which the Company registered 1,250,000 shares of its common stock, par value $0.01 per share (“Common Stock”), for issuance under the Meritage Homes Corporation 2018 Stock Incentive Plan (the “Plan”). The contents of the 2018 Form S-8 are incorporated by reference herein pursuant to General Instruction E to Form S-8, except that the provisions contained in Part II of the 2018 Form S-8 are modified as set forth in this Registration Statement. This Registration Statement relates to the amendment to the Plan to increase the number of shares of Common Stock authorized to be issued thereunder from 1,250,000 to 2,050,000.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Exhibit Number	Description	Page or Method of Filing
4.1	Restated Articles of Incorporation of Meritage Homes Corporation	Incorporated by reference to Exhibit 3 of Form 8-K dated June 20, 2002

4.1.1	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

4.1.2	Amendment to Articles of Incorporation of Meritage Homes Corporation	Incorporated by reference to Exhibit 3.1 of Form 8-K dated September 15, 2004

4.1.3	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

4.1.4	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

4.1.5	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

4.2	Amended and Restated Bylaws of Meritage Homes Corporation	Incorporated by reference to Exhibit 3.1 of Form 8-K dated June 14, 2023

5.1	Opinion of Venable LLP	Filed herewith

23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm	Filed herewith

23.2	Consent of Venable LLP	Included as part of Exhibit 5.1

24.1	Power of Attorney	Included on the signature page hereto

99.1	Meritage Homes Corporation 2018 Stock Incentive Plan	Incorporated by reference to Appendix A of the Proxy Statement for the 2018 Annual Meeting of Stockholders

99.2	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

107.1	Filing Fee Table	Filed herewith

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on June 15, 2023.

MERITAGE HOMES CORPORATION


By:			/s/ HILLA SFERRUZZA
Name:			Hilla Sferruzza
Title:			Executive Vice President and Chief Financial Officer

Each person whose signature appears below hereby constitutes and appoints Phillipe 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 (including post-effective amendments) to this registration statement, and to file the same, with any and all exhibits thereto, and other documents in connection therewith, with the Commission, and hereby grants to such 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 connection therewith, as fully 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 any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ PHILLIPPE LORD

Chief Executive Officer

June 15, 2023

Phillippe Lord

(Principal Executive Officer)

/s/ HILLA SFERRUZZA

Executive Vice President, Chief Financial Officer

June 15, 2023

Hilla Sferruzza

(Principal Financial Officer)

/s/ ALISON SASSER

Chief Accounting Officer

June 15, 2023

Alison Sasser

(Principal Accounting Officer)

/s/ STEVEN J. HILTON

Executive Chairman

June 15, 2023

Steven J. Hilton

/s/ PETER L. AX

Director

June 15, 2023

Peter L. Ax

/s/ RAYMOND OPPEL

Director

June 15, 2023

Raymond Oppel

/s/ GERALD W. HADDOCK

Director

June 15, 2023

Gerald W. Haddock

/s/ DANA BRADFORD

Director

June 15, 2023

Dana Bradford

/s/ MICHAEL R. ODELL

Director

June 15, 2023

Michael R. Odell

/s/ DEBORAH ANN HENRETTA

Director

June 15, 2023

Deborah Ann Henretta

/s/ JOSEPH KEOUGH

Director

June 15, 2023

Joseph Keough

/s/ P. KELLY MOONEY

Director

June 15, 2023

P. Kelly Mooney

/s/ LOUIS E. CALDERA

Director

June 15, 2023

Louis E. Caldera

Director

June 15, 2023

Dennis V. Arriola