Toll Brothers (TOL) CEO exercises options and sells over 45,000 shares

Rhea-AI Filing Summary

Toll Brothers Chief Executive Officer Douglas C. Yearley, Jr. exercised stock options and sold shares of company stock. On February 24, 2026, he exercised options for 45,116 shares at an exercise price of $31.61 per share, converting them into common stock.

That same day, he sold 43,013 shares of common stock at a volume-weighted average price of $160.392 per share and an additional 2,103 shares at a volume-weighted average price of $161.0403 per share in open-market transactions. After these transactions, he directly owned 321,256 shares of Toll Brothers common stock and also had indirect holdings through a 401(k) plan, a trust, and a SLAT.

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)
02/24/2026

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	02/24/2026		M		45,116	A	$31.61	366,372	D
Common Stock	02/24/2026		S		43,013	D	$160.392(1)	323,359	D
Common Stock	02/24/2026		S		2,103	D	$161.0403(2)	321,256	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
Stock Options (Right to Buy)	$31.61	02/24/2026		M			45,116	12/20/2017(3)	12/20/2026	Common Stock	45,116	$0	104,971	D

Explanation of Responses:

1. Price is the volume weighted average selling price of all sales by the reporting person on the transaction date within a one dollar range. Actual prices ranged from $160.00 to $160.99. The reporting person hereby undertakes to provide upon request of the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

2. Price is the volume weighted average selling price of all sales by the reporting person on the transaction date within a one dollar range. Actual prices ranged from $161.00 to $161.12. The reporting person hereby undertakes to provide upon request of the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

3. Vested 25% on 12/20/2017, 2018, 2019 and 2020. Exercisable as of vesting date.

	/s/ Erica J. Mainardi, attorney-in-fact	02/26/2026
	** 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

What did TOL CEO Douglas Yearley do in this Form 4 filing?

Douglas C. Yearley, Jr., CEO of Toll Brothers (TOL), exercised stock options into 45,116 common shares and then sold a portion of those shares in open-market transactions on February 24, 2026, while retaining a significant direct and indirect ownership position.

How many Toll Brothers shares did the TOL CEO sell on February 24, 2026?

On February 24, 2026, the CEO sold 43,013 shares of Toll Brothers common stock at a volume-weighted average price of $160.392 and another 2,103 shares at a volume-weighted average price of $161.0403 in open-market transactions.

What stock options did the TOL CEO exercise in this Form 4?

Douglas C. Yearley, Jr. exercised 45,116 stock options with a right to buy Toll Brothers common stock at an exercise price of $31.61 per share, converting them into the same number of common shares on February 24, 2026 before selling part of the resulting holdings.

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

Following the reported transactions, the CEO directly owned 321,256 shares of Toll Brothers common stock. He also held additional indirect positions, including 1,547 shares in a 401(k) plan, 500 shares in a trust, and 80,500 shares held by a SLAT.

Were the Toll Brothers CEO share sales in this Form 4 open-market transactions?

Yes. The Form 4 states that the CEO’s sales of 43,013 shares at $160.392 and 2,103 shares at $161.0403 per share were open-market or private transactions, reported under transaction code S with detailed volume-weighted average price footnotes.

What do the volume-weighted average prices mean in the TOL CEO’s sales?

The reported prices of $160.392 and $161.0403 are volume-weighted average selling prices for trades within one-dollar ranges. Actual individual trade prices ranged from $160.00–$160.99 and $161.00–$161.12, with full breakdowns available upon request to the CEO, company, or regulators.