[8-K] Toll Brothers, Inc. Reports Material Event

Rhea-AI Filing Summary

Transaction overview: UBS AG is issuing $777,000 of unsubordinated, unsecured Trigger Autocallable Contingent Yield Notes linked to the common stock of The Kraft Heinz Company (KHC). The notes price on 11 Jul 2025, settle on 15 Jul 2025 and mature on 17 Jul 2028, unless called earlier.

• Face amount: $10 per note (minimum purchase 100 notes).
• Contingent coupon: 8.68% p.a. (paid quarterly ≈ $0.217 per note) only when KHC closes ≥ coupon barrier on an observation date.
• Coupon barrier / downside threshold: $19.00 (70% of initial level $27.14).
• Automatic call: Beginning 6 months after settlement and quarterly thereafter, if KHC closes ≥ initial level ($27.14). Investors receive par + any due coupon; no further payments.
• Principal at maturity: • Par if KHC ≥ downside threshold and notes were not called. • Par × (1 + underlying return) if KHC < threshold, resulting in 1-for-1 downside exposure to −100%.
• Estimated initial value: $9.62 (UBS internal model), 3.8% below issue price due to fees/hedging costs.
• Secondary market: No listing; UBS affiliates may make markets but are not obliged to do so.

Key risks highlighted by issuer:

• Loss of up to full principal if KHC falls >30% and notes are not called.
• Coupons contingent; investors may receive few or none.
• Credit risk of UBS AG senior debt.
• Potential illiquidity and bid–ask premium in secondary trading.
• Estimated value below issue price; early resale likely below $10.

Illustrative performance scenarios: UBS shows (1) early call after two quarters producing a 4.34% total return; (2) hold to maturity with KHC ≥ threshold producing same 4.34% total return; (3) KHC down 33.5% at maturity producing a 31.3% loss.

Use-of-proceeds & distribution: UBS Securities LLC will purchase the notes less a $0.20 per-note underwriting discount and resell to UBS Financial Services Inc.; the offering raises net proceeds of ≈ $761,460 for UBS. Because both dealers are UBS affiliates, the deal is a FINRA 5121 conflict-of-interest offering.

Investor suitability: Product targets investors comfortable with (i) single-name equity risk, (ii) contingent income, (iii) potential illiquidity, and (iv) UBS credit exposure. Not appropriate for investors seeking principal protection, guaranteed income, or equity upside participation.

Positive

• 8.68% contingent coupon exceeds current 3-year Treasury and IG yields, offering enhanced income potential.
• 30% downside buffer (coupon barrier and threshold at 70% of initial) provides limited protection before principal is at risk.
• Quarterly automatic-call feature may return capital early with accrued coupon if KHC trades at or above $27.14.

Negative

• Full downside exposure below the $19.00 threshold can lead to 100% principal loss if KHC collapses.
• Coupons are not guaranteed; if KHC closes below barrier on observation dates, income is zero.
• Credit risk of UBS: notes are senior unsecured and subject to Swiss bail-in regime.
• Estimated value $9.62 vs. $10 issue price implies ~3.8% initial mark-to-model discount.
• No listing / limited liquidity; resale may be at substantial discount with wide bid-ask spreads.

Insights

Structured-Product Analyst

TL;DR High 8.68% coupon but capital is at risk below −30%; early call likely if KHC rallies; note trades over UBS credit.

The structure offers attractive headline income versus 3-year IG yields, yet coupons and principal are contingent on two triggers. With KHC’s 30-day implied volatility near mid-teens, the 70% barrier gives modest cushion; however, single-stock risk is higher than broad equity baskets. Automatic call frequency (quarterly after 6 months) means positive KHC momentum could truncate income and reinvestment risk surfaces. Estimated value gap (−$0.38) is within market norms but indicates investors pay ~38 bp per year in embedded fees. UBS senior CDS trades ~55 bp; investors are effectively long UBS credit for three years. Overall, neutral-to-slightly-positive risk-reward for yield-seeking investors aware of tail risk.

Credit & Liquidity Specialist

TL;DR UBS unsecured note with no exchange listing; secondary liquidity uncertain; credit event or FINMA bail-in could impair recoveries.

Because the notes rank pari passu with other UBS senior debt, any deterioration in UBS’s CET1 ratio or litigation exposures (e.g., post-Credit Suisse integration) could widen spreads and depress secondary prices. FINMA restructuring powers allow write-down or conversion, so recovery could be below typical senior debt precedent. Lack of exchange listing means reliance on dealer markets; bid-offer could exceed 2-3% under stress, magnifying mark-to-market volatility. Investors should size positions accordingly and treat as hold-to-maturity paper unless accepting potential liquidity discounts.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 9, 2025

Toll Brothers, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

001-09186

23-2416878

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1140 Virginia Drive

Fort Washington

PA

19034

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (215) 938-8000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, par value $0.01 per share			TOL			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

ITEM 5.02. Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Agreements of Certain Officers

On July 9, 2025, Martin P. Connor notified Toll Brothers, Inc. (the “Company”) of his decision to retire as Senior Vice President and Chief Financial Officer of the Company effective October 31, 2025. The Company has announced that Gregg Ziegler, who currently serves as Senior Vice President, Investor Relations & Treasurer, has been promoted to Executive Vice President and Chief Financial Officer of the Company effective November 1, 2025.

Mr. Ziegler, age 53, joined the Company in 2002 as an Assistant Finance Director within the Finance and Investor Relations department. He held various roles of increasing responsibilities before being promoted to Senior Vice President in 2010 and to the position of Treasurer in 2013. In May 2024, Mr. Ziegler assumed additional responsibilities as head of the Investor Relations department. In his current role, he leads the teams responsible for investor relations, capital markets, mergers and acquisitions, corporate strategy, land financing activities and financial planning and analysis. Prior to joining the Company, Mr. Ziegler was a principal at Katalyst, a venture capital and private equity firm. From 1997 to 2000, he was an associate with Berwind Corporation, a family-owned investment management company. For the two years prior to that, he worked at PricewaterhouseCoopers. Mr. Ziegler holds a Bachelor of Science degree in Accounting and a Master of Business Administration from Villanova University.

As Executive Vice President and Chief Financial Officer, Mr. Ziegler will report directly to the Chairman and Chief Executive Officer and will be responsible for the Company’s accounting, treasury & finance, tax, investor relations, risk management, internal audit, mortgage, title and information technology functions. Effective upon his promotion, the Executive Compensation Committee (the “Committee”) of the Company’s Board of Directors has approved Mr. Ziegler’s compensation as follows:

•An annual base salary of $875,000;

•Participation in the Company’s fiscal 2026 annual cash incentive bonus plan, with a targeted incentive award of $1,270,000;

•Participation in the Company’s long-term equity incentive award program, with an annual equity award expected to have a total grant date fair value of $1,355,000, which will be made under the the Company’s 2019 Omnibus Incentive Plan (as previously filed with the SEC) and with specific terms and conditions to be determined by the Committee at the time of, and in accordance with, the Company’s normal equity grant practices;

•Eligibility to participate in all other regular compensation arrangements for the Company’s executive officers, including participation as an “Executive Officer Other than the Chief Executive Officer” under the Company’s Executive Severance Plan (as previously filed with the SEC) and participation in the Company’s Supplemental Executive Retirement Plan (as previously filed with the SEC) at a level to be determined by the Committee.

The Company also intends to enter into an Indemnification Agreement with Mr. Ziegler on the Company’s standard form for its executive officers, as previously filed with the SEC.

There are no arrangements or understandings between Mr. Ziegler and any other person pursuant to which Mr. Ziegler was selected as an officer, and there are no family relationships between Mr. Ziegler and any director or other officer of the Company. Mr. Ziegler does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Following his retirement as CFO, Mr. Connor is expected to remain with the Company as a senior advisor for the one-year period ending October 31, 2026. As a senior advisor, in addition to supporting a smooth transition of CFO responsibilities, Mr. Connor will provide strategic advice and support to Mr. Ziegler and the rest of the executive team. He is expected to receive total compensation of $2,500,000 in this role, half of which would be paid in the form of periodic cash payments and half of which would be made in the form of a long-term equity award granted at the time of, and in accordance with, the Company’s normal equity grant practices, provided that shares underlying such award would be deliverable at the end of a four-year hold period (except for immediate delivery upon Mr. Connor’s earlier death or disability).

ITEM 8.01 Other Events

A copy of the Company’s press release dated July 10, 2025, announcing the events described under Item 5.02 above is included in this filing as Exhibit 99.1.

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ITEM 9.01. Financial Statements and Exhibits

(d). Exhibits

The following Exhibits are furnished as part of this Current Report on Form 8-K:

Exhibit

No.                            Item 

99.1*    Press release of Toll Brothers, Inc. dated July 10, 2025.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed electronically herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

TOLL BROTHERS, INC.

Dated:

July 11, 2025

By:

/s/ Michael J. Grubb

Michael J. Grubb Senior Vice President, Chief Accounting Officer

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FAQ

What is the coupon rate on UBS’s Kraft Heinz-linked notes?

The notes pay a contingent coupon of 8.68% per annum (≈ $0.217 quarterly) when KHC closes at or above the $19.00 barrier.

When can the notes be automatically called by UBS AG?

Starting January 13 2026 (first call observation) and every quarter thereafter, if KHC closes ≥ $27.14 the notes are called at par plus any due coupon.

What downside protection do investors have at maturity?

If not called and KHC closes ≥ $19.00 (70% of initial) on 13 Jul 2028, principal is repaid; below that level investors lose 1-for-1 with KHC.

How does the estimated initial value compare with the issue price?

UBS estimates the initial fair value at $9.62 per $10 note, reflecting fees and hedging costs—about a 3.8% differential.

Are the notes listed on an exchange or ECN?

No. The securities will not be listed; any secondary trading will be on a dealer basis and may be illiquid.

What credit considerations apply to these notes?

Payments depend on UBS AG’s ability to pay. In a FINMA resolution, the notes could be written down or converted to equity.