Toll Brothers (TOL) director John McLean settles 1,628 RSUs into stock

Rhea-AI Filing Summary

Toll Brothers director John A. McLean reported the settlement of previously granted restricted stock units into common shares. On January 19, 2026, 1,628 restricted stock units were converted into 1,628 shares of Toll Brothers common stock at an exercise price of $0. According to the footnote, these units vested in full on December 19, 2025, and all shares were delivered on January 19, 2026.

After this transaction, McLean directly owned 17,369 shares of Toll Brothers common stock. The filing classifies the transaction under code "M," indicating a conversion of derivative securities (restricted stock units) into underlying common shares rather than an open-market trade.

Insights

Insider transactions analyst

Director settles vested RSUs into common stock in a routine equity compensation event.

The filing shows John A. McLean, a director of Toll Brothers, Inc., converting 1,628 restricted stock units into the same number of common shares on January 19, 2026. The exercise price is reported as $0, which is typical for RSUs that settle into stock once vesting conditions are met.

A footnote states these RSUs vested 100% on December 19, 2025, with settlement on January 19, 2026, indicating this is the scheduled delivery of shares rather than a discretionary trade. Following settlement, McLean directly holds 17,369 common shares, reflecting his updated equity stake as a board member.

This type of transaction is generally viewed as routine compensation administration. There is no indication in the excerpt of any open-market buying or selling; it simply documents the shift from derivative RSU awards to outstanding common shares.

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
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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^*

McLean John A

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/19/2026

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
Common Stock	01/19/2026		M		1,628	A	$0	17,369	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
Restricted Stock Units	$0	01/19/2026		M			1,628	12/19/2025(1)	12/19/2025	Common Stock	1,628	$0	0	D

Explanation of Responses:

1. These restricted stock units vested 100% on December 19, 2025. Settlement of 100% of these shares occurred on January 19, 2026.

	/s/ Michael J. Grubb, attorney-in-fact	01/20/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who is the reporting insider in the Toll Brothers (TOL) Form 4 filing?

The reporting insider is John A. McLean, who is identified as a director of Toll Brothers, Inc. in the Form 4.

What transaction did John A. McLean report for Toll Brothers (TOL) on January 19, 2026?

On January 19, 2026, John A. McLean reported the conversion (code M) of 1,628 restricted stock units into 1,628 shares of Toll Brothers common stock at an exercise price of $0.

How many Toll Brothers (TOL) shares does John A. McLean own after this Form 4 transaction?

After the reported transaction, John A. McLean beneficially owns 17,369 shares of Toll Brothers common stock, held directly.

What does the footnote say about the restricted stock units in the Toll Brothers (TOL) Form 4?

The footnote explains that the restricted stock units vested 100% on December 19, 2025, and 100% of the corresponding shares were settled and delivered on January 19, 2026.

Was the Toll Brothers (TOL) Form 4 transaction an open-market sale or purchase?

No open-market trade is indicated. The Form 4 shows a code M transaction, which reflects the conversion of restricted stock units into common shares at $0, rather than a market sale or purchase.

Is the Toll Brothers (TOL) Form 4 filing made by one or multiple reporting persons?

The filing is marked as Form filed by One Reporting Person, indicating only John A. McLean is the reporting person on this Form 4.