Toll Brothers (TOL) CFO details RSU vesting and common share transactions

Rhea-AI Filing Summary

Toll Brothers, Inc. Chief Financial Officer Gregg L. Ziegler reported equity award activity involving restricted stock units and common stock on January 31, 2026. A total of 4,897 restricted stock units were exercised at $0 and converted into common shares, leaving no restricted stock units outstanding.

Following these transactions, Ziegler directly held 20,088 shares of common stock. On the same date, 2,015 common shares were disposed of at $144.49 per share. He also reported indirect holdings of common stock, including 140.7853 shares in a 401(k) plan, 219.9130 shares in an IRA, 109.9560 shares in a Roth IRA, and 40.6850 shares held by his spouse. The filing notes that these restricted stock units vested 50% on each of January 31, 2025 and 2026, with settlement of all related shares occurring on February 2, 2026.

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^*

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)
01/31/2026

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	01/31/2026		M		4,897	A	$0	22,103	D
Common Stock	01/31/2026		F		2,015	D	$144.49	20,088	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	01/31/2026		M			4,897	01/31/2025(1)	01/31/2026	Common Stock	4,897	$0	0	D

Explanation of Responses:

1. These restricted stock units vested 50% on each of January 31, 2025 and 2026. Settlement of 100% of these shares occurred on February 2, 2026.

	/s/ Erica J. Mainardi	02/02/2026
	** 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 for its CFO?

Toll Brothers reported that CFO Gregg L. Ziegler exercised 4,897 restricted stock units into common shares at $0 on January 31, 2026. He also disposed of 2,015 common shares at $144.49 per share as part of the same reporting period.

How many Toll Brothers (TOL) shares does the CFO hold after this Form 4?

After the reported transactions, CFO Gregg L. Ziegler directly held 20,088 Toll Brothers common shares. In addition, he reported indirect holdings through retirement and related accounts, including shares in a 401(k) plan, IRA, Roth IRA, and shares held by his spouse.

What happened to Gregg Ziegler’s restricted stock units in the Toll Brothers (TOL) filing?

The filing shows 4,897 restricted stock units were exercised into common stock at $0, leaving zero restricted stock units outstanding. A footnote explains these units vested 50% on January 31, 2025 and 50% on January 31, 2026, with settlement on February 2, 2026.

What price was reported for the Toll Brothers (TOL) common stock disposition?

The Form 4 reports a disposition of 2,015 Toll Brothers common shares at a price of $144.49 per share on January 31, 2026. This transaction is coded as an "F" transaction under the Section 16 reporting framework.

What indirect Toll Brothers (TOL) holdings does the CFO report?

Gregg L. Ziegler reports indirect Toll Brothers holdings of 140.7853 shares in a 401(k) plan, 219.9130 shares in an IRA, 109.9560 shares in a Roth IRA, and 40.6850 shares held by his spouse. These are all reported as indirect ownership positions.

What vesting schedule is disclosed for the Toll Brothers (TOL) restricted stock units?

The filing states that the restricted stock units vested 50% on January 31, 2025 and 50% on January 31, 2026. It also notes that settlement of 100% of the related shares occurred on February 2, 2026, completing the award’s delivery.