| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/01/2025 |
3. Issuer Name and Ticker or Trading Symbol
Toll Brothers, Inc. [ TOL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 15,626 | 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 |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Options (Right to Buy) | 12/18/2018(1) | 12/18/2027 | Common Stock | 2,555 | $47.84 | D | |
| Stock Options (Right to Buy) | 12/18/2020(2) | 12/18/2029 | Common Stock | 5,166 | $39.51 | D | |
| Stock Options (Right to Buy) | 12/19/2023(3) | 12/19/2032 | Common Stock | 2,804 | $50.11 | D | |
| Stock Options (Right to Buy) | 12/20/2019(4) | 12/20/2028 | Common Stock | 4,500 | $32.42 | D | |
| Stock Options (Right to Buy) | 12/20/2022(5) | 12/20/2031 | Common Stock | 2,156 | $67.15 | D | |
| Restricted Stock Units | 12/01/2023(6) | 12/01/2026 | Common Stock | 3,293 | $0 | D | |
| Restricted Stock Units | 12/01/2025(7) | 12/01/2028 | Common Stock | 2,222 | $0 | D | |
| Restricted Stock Units | 12/01/2022(8) | 12/01/2025 | Common Stock | 2,346 | $0 | D | |
| Restricted Stock Units | 12/01/2024(9) | 12/01/2027 | Common Stock | 2,449 | $0 | D | |
| Restricted Stock Units | 01/31/2025(10) | 01/31/2026 | Common Stock | 4,897 | $0 | D | |
| Explanation of Responses: |
| 1. Vested 25% on 12/18/2018, 2019, 2020 and 2021. Exercisable as of vesting date. |
| 2. Vested 25% on 12/18/2020, 2021, 2022 and 2023. Exercisable as of vesting date. |
| 3. Vesting 25% on 12/19/2023, 2024, 2025 and 2026. Exercisable as of vesting date. |
| 4. Vested 25% on 12/20/2019, 2020, 2021 and 2022. Exercisable as of vesting date. |
| 5. Vesting 25% on 12/20/2022, 2023, 2024 and 2025. Exercisable as of vesting date. |
| 6. These restricted stock units vest 25% on each of December 1, 2023, 2024, 2025 and 2026. Settlement of 100% of these shares will be on December 1, 2026. |
| 7. These restricted stock units vest 25% on each of December 1, 2025, 2026, 2027 and 2028. Settlement of 100% of these shares will be on December 1, 2028. |
| 8. These restricted stock units vest 25% on each of December 1, 2022, 2023, 2024 and 2025. Settlement of 100% of these shares will be on December 1, 2025. |
| 9. These restricted stock units vest 25% on each of December 1, 2024, 2025, 2026 and 2027. Settlement of 100% of these shares will be on December 1, 2027. |
| 10. These restricted stock units vest 50% on each of January 31, 2025 and 2026. Settlement of 100% of these shares will be on January 31, 2026. |
| /s/ Michael J. Grubb, attorney-in-fact | 11/07/2025 | |
| ** 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 5 (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. | ||