MTH insider sells 6,518 shares under 10b5-1; retains 8,749 shares

Rhea-AI Filing Summary

Meritage Homes EVP and Secretary Clinton Malissia reported vesting of 8,623 performance-based restricted stock units and the sale of 6,518 shares under a Rule 10b5-1 plan to cover required tax withholdings. The sales were executed at weighted-average prices of $71.49 (5,361 shares; range $70.95–$71.93) and $72.05 (1,157 shares; range $71.95–$72.12).

After these transactions Malissia's reported beneficial ownership is 8,749 shares, and she holds 20,045 restricted stock units that have not vested. The filing explicitly states the 8,623 shares vested upon achievement of pre-specified performance targets and the sales were made pursuant to a written 10b5-1 plan to satisfy tax withholding obligations.

Positive

• 8,623 performance-based RSUs vested, explicitly tied to achievement of pre-specified performance targets
• Sales executed under a Rule 10b5-1 plan to cover tax withholdings, indicating pre-planned and compliant execution
• Full disclosure of weighted-average prices and price ranges for the sales provides transparency

Negative

• Beneficial ownership reduced to 8,749 shares following the reported sales
• 6,518 shares were sold at weighted-average prices of approximately $71.49 and $72.05, reducing the executive's direct stake

Insights

Securities Analyst

TL;DR: Routine vesting and tax-covering sales under a 10b5-1 plan; transaction sizes are modest relative to company-level metrics.

The report shows 8,623 performance RSUs vested and 6,518 shares sold in two weighted-average transactions at roughly $71.49 and $72.05. Sales were conducted pursuant to a Rule 10b5-1 plan to cover tax withholding, which reduces the informational content of the sales as a signal of view on the stock. The remaining direct beneficial ownership after the transactions is 8,749 shares, with 20,045 RSUs unvested; these are factual holdings that investors can track.

Corporate Governance Expert

TL;DR: Governance procedures appear followed: performance-based vesting and pre-established 10b5-1 sales disclosed transparently.

The filing documents achievement-based vesting and subsequent sales under a documented 10b5-1 plan to cover tax obligations, which aligns with good-practice insider transaction policies. The disclosure includes weighted-average sale prices and price ranges, and notes the number of unvested RSUs (20,045), providing clarity on potential future dilution or insider alignment with long-term incentives.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Clinton Malissia

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP - Gen. Counsel, Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2025

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	08/10/2025		A		8,623(1)	A	$0	15,267	D
MTH Common Stock	08/12/2025		S		5,361(2)	D	$71.49(3)	9,906	D
MTH Common Stock	08/12/2025		S		1,157(2)	D	$72.05(4)	8,749(5)	D
MTH Common Shares								20,045(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 vesting of performance-based restricted stock units upon achievement of pre-specified performance targets.

2. Represents sale of shares under a Rule 10b5-1 plan to cover required tax withholdings on vesting of the performance-based restricted stock units reported above and time-based restricted stock units previously reported in Table I.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.95 to $71.93, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.95 to $72.12, 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.

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

6. Balance represents restricted stock units not vested.

Remarks:

	/s/ Alison Sasser, attorney-in-fact for Malissia Clinton	08/12/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did Clinton Malissia report for Meritage Homes (MTH)?

The Form 4 reports vesting of 8,623 performance-based restricted stock units and sale of 6,518 shares under a Rule 10b5-1 plan to cover taxes.

How many shares were sold and at what prices in the MTH Form 4?

The filing shows 5,361 shares sold at a weighted-average price of $71.49 (range $70.95–$71.93) and 1,157 shares sold at a weighted-average price of $72.05 (range $71.95–$72.12).

What is Clinton Malissia's reported beneficial ownership after these transactions?

After the transactions the filing reports direct beneficial ownership of 8,749 shares and 20,045 restricted stock units that have not vested.

Why were the shares sold under the 10b5-1 plan?

The filing states the sales were made under a Rule 10b5-1 plan to cover required tax withholdings on vested performance-based and previously reported time-based restricted stock units.

Do the filings indicate why the RSUs vested?

Yes. The filing explicitly states the 8,623 units vested upon achievement of pre-specified performance targets.