Toll Brothers director logs option exercise and share sale on 09/05/2025

Rhea-AI Filing Summary

The filing shows that Paul E. Shapiro, a director of Toll Brothers, Inc. (TOL), executed option exercises and share sales on 09/05/2025. He exercised 3,812 stock options with an exercise price of $32.85 (options originally vested in 2016/2017) and simultaneously sold 3,812 shares. The sale price reported is a volume-weighted average of $147.6516 per share (with actual sale prices ranging from $147.56 to $147.68), generating proceeds while leaving the reporting person with 118,753 shares beneficially owned after the transactions. The transaction was reported by attorney-in-fact Michael J. Grubb on 09/08/2025. The filer offered to provide a breakdown of shares sold at each price upon request.

Positive

• Transparent reporting of VWAP sale price and offer to provide per-price sale details on request
• Exercise of long-vested options (vested 2016/2017) indicates routine insider liquidity rather than new compensation

Negative

• Reduction in direct holdings from the sale: beneficial ownership decreased to 118,753 shares (exact prior holding not stated)
• No context provided on proportion of shares sold relative to total outstanding shares, limiting assessment of market impact

Insights

Securities Analyst

TL;DR Director exercised vested options and sold the resulting shares, reducing his direct holdings modestly while realizing substantial proceeds.

The director exercised 3,812 options at a $32.85 strike and sold the same number of shares the same day at a weighted average of $147.6516, realizing a significant spread per share. Post-transaction beneficial ownership is reported at 118,753 shares. This is a common liquidity event for insiders exercising long-vested options; it does not on its face indicate company-specific news or a change in control. Materiality is limited: the transaction size relative to total outstanding shares is not provided, so investor impact is likely neutral absent additional context.

Corporate Governance Expert

TL;DR Insider complied with Section 16 reporting by timely disclosing exercise and sale; transaction appears routine for vested options.

The Form 4 documents an exercise and immediate sale of vested options that vested in 2016/2017, suggesting routine monetization of long-held compensation. The filer discloses VWAP sale pricing and offers to supply per-price sale counts if requested, which supports transparency. No indication of a Rule 10b5-1 plan or unusual trading pattern is provided in the filing. Governance implications are limited; this disclosure meets expected compliance standards.

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^*

SHAPIRO PAUL E

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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	09/05/2025		M		3,812	A	$32.85	122,565	D
Common Stock	09/05/2025		S		3,812	D	$147.6516(1)	118,753	D

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)	$32.85	09/05/2025		M			3,812	12/18/2016(2)	12/18/2025	Common Stock	3,812	$0	0	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 $147.56 to $147.68. 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. Vested 50% on 12/18/2016 and 2017. Exercisable as of the vesting date.

	/s/ Michael J. Grubb, attorney-in-fact	09/08/2025
	** 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 did Paul E. Shapiro (TOL) do on 09/05/2025?

He exercised 3,812 stock options at a $32.85 strike price and sold 3,812 shares the same day at a volume-weighted average price of $147.6516.

How many Toll Brothers shares does the reporting person own after the transactions?

The filing reports 118,753 shares beneficially owned following the reported transactions.

What price range did the shares sell for in the reported sale?

Actual sale prices ranged from $147.56 to $147.68, with a reported VWAP of $147.6516.

Were the exercised options recently vested?

No; the options vested 50% on 12/18/2016 and 50% on 12/18/2017, and were exercisable as of those vesting dates.

Who signed the Form 4 and when was it filed?

The form was signed by attorney-in-fact Michael J. Grubb on 09/08/2025 reporting the 09/05/2025 transactions.