Toll Brothers (TOL) CEO details RSU vesting, new awards and stock gift

Rhea-AI Filing Summary

Toll Brothers, Inc. insider activity centers on equity awards vesting, tax withholding, and a share gift. On 12/20/2025, the reporting person, who is a director and Chief Executive Officer, acquired 33,887 shares of common stock at $0 through the exercise of performance-based restricted stock units. That same day, 14,681 shares were disposed of at $139.79, typically consistent with shares withheld to cover taxes, leaving 340,833 directly held shares.

On 12/22/2025, 19,577 shares were transferred as a gift at $0, resulting in 321,256 directly owned shares, plus indirect holdings of 1,547 shares in a 401(k) plan, 500 shares in a trust, and 80,500 shares held by a SLAT. In the derivative table, 33,887 performance-based restricted stock units settled into common stock, and 30,789 new restricted stock units were granted, scheduled to vest 25% each year from December 1, 2026 through December 1, 2029.

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)
12/20/2025

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	12/20/2025		M		33,887(1)	A	$0	355,514	D
Common Stock	12/20/2025		F		14,681	D	$139.79	340,833	D
Common Stock	12/22/2025		G		19,577	D	$0	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
Performance Based Restricted Stock Units	$0	12/20/2025		M			33,887(1)	12/20/2025(2)	12/25/2025	Common Stock	33,887	$0	33,887	D
Restricted Stock Units	$0	12/22/2025		A		30,789		12/01/2026(3)	12/01/2029	Common Stock	30,789	$0	30,789	D

Explanation of Responses:

1. The performance requirement was met on December 9, 2022.The service requirement was met on December 20, 2025.

2. These performance based restricted stock units vested 25% on each of December 20, 2022, 2023, 2024 and 2025. Settlement of 100% of the earned shares occurred on December 22, 2025.

3. These restricted stock units vest 25% on each of December 1, 2026, 2027, 2028 and 2029. Settlement of 100% of these shares will occur on December 1, 2029.

	/s/ Michael J. Grubb, attorney-in-fact	12/23/2025
	** 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).
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FAQ

What insider transactions did Toll Brothers (TOL) report on 12/20/2025?

On 12/20/2025, the reporting person exercised 33,887 performance-based restricted stock units into common stock at $0 and disposed of 14,681 common shares at $139.79, consistent with tax withholding, resulting in 340,833 directly held shares.

What happened to Toll Brothers (TOL) shares on 12/22/2025 in this Form 4?

On 12/22/2025, 19,577 shares of Toll Brothers common stock were transferred as a gift at $0, reducing the reporting person’s direct holdings to 321,256 shares.

How many Toll Brothers (TOL) shares does the insider hold after these transactions?

After the reported transactions, the insider holds 321,256 shares directly and 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.

What performance-based restricted stock units vested for the Toll Brothers (TOL) insider?

Performance-based restricted stock units covering 33,887 shares vested after the performance requirement was met on December 9, 2022 and the service requirement was met on December 20, 2025. Settlement of 100% of the earned shares occurred on December 22, 2025.

What new restricted stock units were granted to the Toll Brothers (TOL) insider?

The insider was granted 30,789 restricted stock units on 12/22/2025. These units vest 25% on each of December 1, 2026, 2027, 2028 and 2029, with settlement of 100% of the shares scheduled for December 1, 2029.

What is the reporting person’s role at Toll Brothers (TOL)?

The reporting person serves as both a director and an officer of Toll Brothers, Inc., holding the title of Chief Executive Officer.