Toll Brothers (NYSE: TOL) President & COO details performance share awards

Rhea-AI Filing Summary

Toll Brothers, Inc. reported equity compensation activity for its President & COO. On December 17, 2025, the executive acquired 7,483 shares of common stock at a price of $0 and disposed of 3,079 shares at $138.67, leaving 28,478 common shares held directly. The acquired shares reflect performance-based awards that vested after the Executive Compensation Committee certified achievement of return-on-equity and operational performance goals over a three-year period ending October 31, 2025.

The filing also shows a grant of 5,829 performance-based restricted stock units at a $0 exercise price, each linked to an equal number of common shares. These units vest in 25% installments on each of December 19, 2025, 2026, 2027 and 2028, with settlement of earned shares scheduled for December 19, 2028. Overall, the transactions represent routine executive compensation and related tax share withholding rather than open-market buying or selling.

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^*

Parahus Robert

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & COO

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

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	12/17/2025		A		7,483(1)	A	$0	31,557	D
Common Stock	12/17/2025		F		3,079	D	$138.67	28,478	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
Performance Based Restricted Stock Units	$0	12/17/2025		A		5,829(2)		12/19/2028(3)	12/19/2028	Common Stock	5,829	$0	5,829	D

Explanation of Responses:

1. Reflects the number of shares earned in respect of ROE-based performance restricted stock units originally granted on December 19, 2022. On December 17, 2025, the Executive Compensation Committee of the Issuer's Board of Directors certified the achievement of the applicable performance metrics, which measured return on equity (ROE) of the Issuer over the three-year period from November, 1 2022 to October 31, 2025. Settlement of the shares occurred on December 19, 2025.

2. Reflects the number of shares earned in respect to operational performance restricted stock units originally granted December 19, 2024. On December 17, 2025, the Executive Compensation Committee of the Board of Directors certified the achievement levels of the operational metrics applicable to the award and the number of shares earned based on such results. One quarter of the shares earned vest each anniversary of the grant date, with settlement of 100% of the award on the fourth anniversary.

3. These performance-based restricted stock units vest 25% on each of December 19, 2025, 2026, 2027 and 2028. Settlement of 100% of earned shares is scheduled to occur on December 19, 2028.

	/s/ Michael J. Grubb, attorney-in-fact	12/19/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Toll Brothers (TOL) report for its President & COO on December 17, 2025?

The President & COO of Toll Brothers, Inc. acquired 7,483 shares of common stock at $0 and disposed of 3,079 shares at $138.67 on December 17, 2025. After these transactions, the executive directly owned 28,478 common shares.

Were the Toll Brothers (TOL) insider share acquisitions open-market purchases?

No. The 7,483 shares acquired at $0 were earned from performance-based restricted stock units tied to return-on-equity and operational goals, not open-market purchases.

Why did the Toll Brothers (TOL) executive dispose of 3,079 shares at $138.67?

The 3,079 shares labeled with transaction code "F" represent shares disposed of at $138.67, which in this context reflects shares withheld to satisfy obligations (such as tax withholding) related to the equity award, rather than a discretionary sale.

What performance period was used for the Toll Brothers (TOL) ROE-based restricted stock units?

The ROE-based performance restricted stock units were measured on return on equity over a three-year period from November 1, 2022 to October 31, 2025. The Executive Compensation Committee certified achievement of the metrics on December 17, 2025.

What are the terms of the 5,829 performance-based restricted stock units reported by Toll Brothers (TOL)?

The filing shows 5,829 performance-based restricted stock units at an exercise price of $0. These units relate to operational performance metrics, with 25% vesting each year on December 19, 2025, 2026, 2027 and 2028, and settlement of 100% of earned shares scheduled for December 19, 2028.

How many derivative securities does the Toll Brothers (TOL) executive hold after these transactions?

Following the reported transactions, the executive beneficially owned 5,829 performance-based restricted stock units, each tied to one share of Toll Brothers common stock, held directly.

Are these Toll Brothers (TOL) insider transactions part of the executive’s compensation program?

Yes. The transactions involve performance-based restricted stock units granted on December 19, 2022 and December 19, 2024, earned and vesting based on certified ROE and operational performance metrics, consistent with an executive compensation program.