Tax-withholding sale by Meritage Homes (MTH) trusts tied to chairman

Rhea-AI Filing Summary

Meritage Homes executive chairman Steven J. Hilton reported indirect open-market sales totaling 4,835 shares of MTH common stock on February 23, 2026. Family trusts and a charitable foundation associated with him sold 4,235 shares at a weighted average price of $75.97 and 600 shares at $77.29 to cover required tax withholdings under a Rule 10b5-1 plan. After these sales, indirect holdings were 841,603 shares, while direct holdings were 13,267 shares, including vested and unvested restricted stock units.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HILTON STEVEN J

(Last) (First) (Middle)

18655 NORTH CLARET DRIVE

SUITE 400

(Street)

SCOTTSDALE AZ 85255

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Meritage Homes CORP [ MTH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
MTH Common Stock	02/23/2026		S		4,235(1)	D	$75.97(2)	842,203	I	Held in Family Trusts and Charitable Foundation
MTH Common Stock	02/23/2026		S		600(1)	D	$77.29(3)	841,603(4)(5)	I	Held in Family Trusts and Charitable Foundation
MTH Common Stock								13,267(6)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents sale of shares to cover required tax withholdings under a Rule 10b5-1 plan.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.51 to $76.49, inclusive. The reporting person undertakes to provide to the Registrant, any security holder of the Registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.10 to $77.77, inclusive. The reporting person undertakes to provide to the Registrant, any security holder of the Registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Balance reflects all other holdings, including restricted stock units that have previously vested.

5. 761,603 shares are held by family trusts controlled by Mr. Hilton, including 26,850 shares that Mr. Hilton disclaims beneficial ownership of as they are held by certain family trusts that he has no pecuniary interest in. 80,000 shares are held by a charitable foundation controlled by Mr. Hilton, which Mr. Hilton disclaims beneficial ownership of as he has no pecuniary interest in such shares.

6. Balance represents restricted stock units not vested.

Remarks:

	/s/ Alison Sasser, attorney-in-fact for Steven J. Hilton	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Meritage Homes (MTH) report for Steven J. Hilton?

Meritage Homes reported that entities associated with Executive Chairman Steven J. Hilton sold 4,835 MTH shares on February 23, 2026. The sales were indirect, executed by family trusts and a charitable foundation rather than Hilton personally.

How many Meritage Homes (MTH) shares were sold and at what prices?

Entities linked to Steven J. Hilton sold 4,235 shares at $75.97 and 600 shares at $77.29. Both transactions were open-market sales, reported as weighted average prices over multiple trades within stated price ranges.

Why were the Meritage Homes (MTH) shares sold in this Form 4 filing?

The filing states the shares were sold to cover required tax withholdings under a Rule 10b5-1 plan. Such plans pre-schedule trades, helping executives systematically manage tax obligations and diversification without making ad hoc trading decisions.

Who actually holds the Meritage Homes (MTH) shares involved in the sale?

The sold shares were held by family trusts and a charitable foundation associated with Steven J. Hilton. The filing notes that Hilton disclaims beneficial ownership of certain trust and foundation shares in which he has no pecuniary interest.

What is Steven J. Hilton’s remaining indirect ownership in Meritage Homes (MTH)?

After the reported sales, entities associated with Steven J. Hilton held 841,603 MTH shares indirectly. This figure includes shares in family trusts and a charitable foundation, with some positions specifically disclaimed for beneficial ownership where he has no pecuniary interest.

What are Steven J. Hilton’s direct Meritage Homes (MTH) holdings after the transaction?

Following the transactions, Steven J. Hilton directly held 13,267 MTH shares. Footnotes explain this balance reflects other holdings, including restricted stock units that have previously vested, alongside separate unvested restricted stock units reported as a distinct balance.

How does the Form 4 describe Meritage Homes (MTH) restricted stock units for Steven J. Hilton?

The filing notes that part of Hilton’s direct balance reflects vested restricted stock units, while another balance represents restricted stock units not vested. These RSUs are equity awards that convert into shares as vesting conditions are satisfied over time.