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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): March 30, 2026
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 of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
(d) In connection with its previously announced CEO succession plan, on March 30, 2026, the Board of Directors (the “Board”) of Toll Brothers, Inc. (the “Company”) increased its size from 9 to 10 members and appointed Mr. Karl K. Mistry to serve as a Director, with a term expiring at the 2027 annual meeting of stockholders and until his successor is duly elected and qualified. Also effective on March 30, 2026 and as previously disclosed, Mr. Mistry succeeded Mr. Douglas C. Yearley, Jr. as the Company’s Chief Executive Officer, with Mr. Yearley assuming the role of Executive Chairman.
Mr. Mistry is not expected to be appointed to any committee of the Board, there are no arrangements or understandings between Mr. Mistry and any other person pursuant to which Mr. Mistry was selected as a director, and Mr. Mistry 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.
Item 9.01 Financial Statements and Exhibits.
(d). Exhibits
Exhibit
No. Item
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.
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| | | | TOLL BROTHERS, INC. |
| | | |
| Dated: | March 31, 2026 | | | By: | | /s/ Erica J. Mainardi |
| | | | | | Erica J. Mainardi
Senior Vice President,
Chief Accounting Officer |
