TOL CEO Sells 25,000 Shares at $138.26 VWAP — Form 4 Discloses Holdings

Toll Brothers Chief Executive Officer and director Douglas C. Yearley Jr. reported a sale of 25,000 shares of Toll Brothers common stock on 08/29/2025 at a volume-weighted average price of $138.2554 (prices ranged $138.25–$138.295).

Rhea-AI Filing Summary

Toll Brothers Chief Executive Officer and director Douglas C. Yearley Jr. reported a sale of 25,000 shares of Toll Brothers common stock on 08/29/2025 at a volume-weighted average price of $138.2554 (prices ranged $138.25–$138.295). After the sale the filing shows 286,117 shares beneficially owned directly. The filing also discloses indirect holdings of 1,547 shares in a 401(k) plan, 500 shares held in a trust, and 80,500 shares held indirectly via a SLAT. The Form 4 was signed by an attorney-in-fact on 09/02/2025. The filing documents a routine insider disposition and provides VWAP pricing details per the explanatory note.

Positive

• Transparent disclosure of the sale including VWAP and price range
• Detailed ownership breakdown showing direct and multiple forms of indirect holdings

Negative

• Insider disposition of 25,000 shares reduces direct holdings
• No exercise or plan purchase disclosed to offset the sale in this filing

Insights

Securities Analyst

TL;DR: Insider sold 25,000 shares at a VWAP of $138.2554, retaining substantial direct and indirect holdings.

The sale is a clear, itemized disclosure of an insider disposition rather than a dilutive corporate action. Reporting the volume-weighted average price and the price range increases transparency about execution. The remaining direct ownership of 286,117 shares plus stated indirect holdings suggests continued significant exposure to TOL equity. This filing appears routine and compliant; no derivatives or unusual transactions are reported.

Corporate Governance Expert

TL;DR: Form 4 shows a single open-market sale by the CEO with full explanatory pricing note; governance disclosure standards met.

The entry lists the reporter as both director and CEO and indicates the form was filed by one reporting person via attorney-in-fact. The explicit VWAP methodology and offer to provide per-price details upon request reflect thorough disclosure. There are no amendments, option exercises, or plan-based purchases disclosed here; this limits material governance implications beyond the ownership change recorded.

Insider Trade Summary

Net Seller: 25,000 shares

Net Sell 4 txns

Insider Yearley Douglas C. Jr.

Role Chief Executive Officer

Sold 25,000 shs ($3.46M)

Type	Security	Shares	Price	Value
Sale	Common Stock	25,000	$138.2554	$3.46M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 286,117 shares (Direct); Common Stock — 1,547 shares (Indirect, 401(k) Plan); Common Stock — 500 shares (Indirect, Trust); Common Stock — 80,500 shares (Indirect, By SLAT)

Footnotes (1)

1. F1. 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 $138.25 to $138.295. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Douglas C. Yearley Jr. report on the Form 4 for TOL?

He reported an open-market sale of 25,000 shares of Toll Brothers common stock on 08/29/2025.

At what price were the TOL shares sold according to the Form 4?

The shares were sold at a volume-weighted average price of $138.2554, with actual trade prices ranging $138.25–$138.295.

How many TOL shares does the filing show Douglas Yearley Jr. owns after the sale?

The filing shows 286,117 shares beneficially owned directly following the reported transaction.

Does the Form 4 disclose any derivative transactions or option exercises for TOL?

No; Table II (derivative securities) contains no transactions or holdings in this filing.

Are there indirect holdings disclosed for the reporting person in the TOL Form 4?

Yes; the filing discloses 1,547 shares in a 401(k) plan, 500 shares in a trust, and 80,500 shares via a SLAT.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/02/2025 - 04:03 PM Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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)
08/29/2025

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	08/29/2025		S		25,000	D	$138.2554(1)	286,117	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

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 $138.25 to $138.295. 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.

	/s/ Michael J. Grubb, attorney-in-fact	09/02/2025
	** 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).
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.