Toll Brothers (NYSE: TOL) CEO reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Toll Brothers, Inc. (TOL) filed a Form 4 reporting equity transactions by its Chief Executive Officer and Director. On December 1, 2025, restricted stock units covering 55,845 shares of common stock were exercised and converted to common stock at an exercise price of $0, increasing the CEO’s directly held shares.

On the same date, 22,696 shares of common stock were disposed of in a transaction coded “F” at a price of $139.83 per share, reflecting shares withheld to cover taxes associated with the vesting. After these transactions, the CEO held 299,121 shares of common stock directly, plus additional indirect holdings of 1,547 shares in a 401(k) plan, 500 shares in a trust, and 80,500 shares held by a SLAT. The filing notes that these restricted stock units vested in four annual installments and were fully settled on December 2, 2025.

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).

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^*

Yearley Douglas C. Jr.

(Last) (First) (Middle)

1140 VIRGINIA DRIVE

(Street)

FORT WASHINGTON PA 19034

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Toll Brothers, Inc. [ TOL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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
Common Stock	12/01/2025		M		55,845	A	$0	321,817	D
Common Stock	12/01/2025		F		22,696	D	$139.83	299,121	D
Common Stock								1,547	I	401(k) Plan
Common Stock								500	I	Trust
Common Stock								80,500	I	By SLAT

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
Restricted Stock Units	$0	12/01/2025		M			55,845	12/01/2025(1)	12/01/2025	Common Stock	55,845	$0	0	D

Explanation of Responses:

1. These restricted stock units vested 25% on each of December 1, 2022, 2023, 2024 and 2025. Settlement of 100% of these shares occurred on December 2, 2025.

	/s/ Michael J. Grubb, attorney-in-fact	12/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Toll Brothers (TOL) report in this Form 4?

Toll Brothers reported that its Chief Executive Officer and Director exercised 55,845 restricted stock units into common stock on December 1, 2025, with related tax withholding via share disposition.

How many Toll Brothers (TOL) shares were withheld for taxes in this filing?

The filing shows that 22,696 shares of common stock were disposed of in a transaction coded “F” at $139.83 per share, representing shares withheld to satisfy tax obligations from the vesting.

How many Toll Brothers (TOL) shares does the CEO own after these transactions?

Following the reported transactions, the CEO directly owned 299,121 shares of Toll Brothers common stock, with additional indirect holdings through a 401(k) plan (1,547 shares), a trust (500 shares), and a SLAT (80,500 shares).

What were the terms of the restricted stock units in the Toll Brothers (TOL) Form 4?

The restricted stock units vested 25% on each of December 1, 2022, 2023, 2024, and 2025, and settlement of 100% of the related shares occurred on December 2, 2025.

Who is the reporting person in this Toll Brothers (TOL) Form 4?

The reporting person is the company’s Chief Executive Officer, who also serves as a Director of Toll Brothers, Inc., filing the form as a single reporting person.

What types of securities are covered in this Toll Brothers (TOL) Form 4?

The Form 4 covers common stock and restricted stock units that were exercised into common stock, along with related share dispositions for tax withholding.