Toll Brothers (TOL) CEO logs performance share awards and RSUs vesting

Rhea-AI Filing Summary

Toll Brothers, Inc. insider activity shows its Chief Executive Officer and director receiving and settling performance-based equity awards. On December 17, 2025, the executive acquired 37,915 shares of common stock at $0 after the board’s Executive Compensation Committee certified return-on-equity performance for restricted stock units granted in 2022. To cover obligations, 15,409 shares were disposed of at $138.67, leaving 321,627 shares held directly, plus additional indirect holdings through a 401(k) plan, a trust, and a SLAT.

The filing also reports 22,789 performance-based restricted stock units tied to operational metrics from a 2024 grant being earned and recorded at an exercise price of $0. These units are scheduled to vest in 25% increments on each of December 19, 2025, 2026, 2027, and 2028, with settlement of all earned shares expected on December 19, 2028.

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)
12/17/2025

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		37,915(1)	A	$0	337,036	D
Common Stock	12/17/2025		F		15,409	D	$138.67	321,627	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	12/17/2025		A		22,789(2)		12/19/2028(3)	12/19/2028	Common Stock	22,789	$0	22,789	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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