Toll Brothers (TOL) CFO reports RSU vesting and tax share withholding in Form 4

Rhea-AI Filing Summary

Toll Brothers, Inc. (TOL) chief financial officer Form 4 shows routine equity compensation activity. On December 1, 2025, the officer exercised 2,346 restricted stock units for common stock at an exercise price of $0, reflecting vesting of a prior equity award. On the same date, 766 shares of common stock were withheld and disposed of at $139.83 per share to cover tax obligations, leaving 17,206 shares of common stock held directly.

The filing also reports additional indirect holdings, including common stock in a 401(k) plan, an IRA, a Roth IRA, and shares held by the officer’s spouse. The explanation notes that these restricted stock units vested in four equal 25% installments each December 1 from 2022 through 2025, with settlement of all related shares completed on December 2, 2025.

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

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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^*

Ziegler Gregg L.

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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	12/01/2025		M		2,346	A	$0	17,972	D
Common Stock	12/01/2025		F		766	D	$139.83	17,206	D
Common Stock								140.7853	I	401(k) Plan
Common Stock								219.913	I	IRA
Common Stock								109.956	I	Roth IRA
Common Stock								40.685	I	Spouse

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
Restricted Stock Units	$0	12/01/2025		M			2,346	12/01/2025(1)	12/01/2025	Common Stock	2,346	$0	0	D

Explanation of Responses:

1. These restricted stock units vested 25% on each of December 1, 2022, 2023, 2024 and 2025. Settlement of 100% of these shares occurred on December 2, 2025.

	/s/ Michael J. Grubb, attorney-in-fact	12/02/2025
	** 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.

FAQ

What insider transaction did Toll Brothers (TOL) report in this Form 4?

The chief financial officer exercised 2,346 restricted stock units into common stock at an exercise price of $0 and had 766 shares withheld and disposed of at $139.83 per share to satisfy tax obligations.

Who is the reporting person in this Toll Brothers (TOL) Form 4 and what is their role?

The reporting person is a company officer, serving as the Chief Financial Officer of Toll Brothers, Inc.

How many Toll Brothers (TOL) shares does the CFO own directly after the reported transactions?

Following the reported transactions, the chief financial officer beneficially owns 17,206 shares of common stock directly.

What was the vesting schedule for the Toll Brothers restricted stock units in this filing?

The restricted stock units vested 25% on each of December 1, 2022, 2023, 2024 and 2025, with settlement of all related shares occurring on December 2, 2025.

Does the Toll Brothers (TOL) CFO report indirect ownership of shares?

Yes. The filing lists indirect holdings of Toll Brothers common stock in a 401(k) plan, an IRA, a Roth IRA, and shares held by the officer’s spouse.

What transaction codes are used in this Toll Brothers Form 4 and what do they represent?

The filing uses code M for the exercise or conversion of derivative securities (restricted stock units into common stock) and code F for the payment of tax liability by delivering or withholding securities.