TOL / Toll Brothers, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 31, 2025 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-09186 Toll Brothe

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Toll Brothers, Inc. (the “Company”) for the quarter ended July 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas C. Yearley Jr., Chief Executive Officer

CERTIFICATION

Exhibit 31.1 CERTIFICATION I, Douglas C. Yearley Jr., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Toll Brothers, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

CERTIFICATION

Exhibit 31.2 CERTIFICATION I, Martin P. Connor, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Toll Brothers, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with resp

[SIGNATURE PAGE TO THIRTY-SEVENTH SUPPLEMENTAL INDENTURE TO INDENTURE DATED AS OF JULY 31, 2025] SCHEDULE A Additional Guarantors as of July 31, 2025

Exhibit 4.1 THIS THIRTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of July 31, 2025, by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the parties listed on Schedule A hereto (each, an “Additional Guarantor” and collectively, the “Additional Guarantors”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). Capitalized terms used in this Thirty-Seventh Supplemental Indenture and not ot

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Toll Brothers, Inc. (the “Company”) for the quarter ended July 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Martin P. Connor, Chief Financial Officer of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 19, 2025 Toll Brothers, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 19, 2025 Toll Brothers, Inc.

Toll Brothers Reports FY 2025 Third Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Gregg Ziegler (215) 478-3820 August 19, 2025 [email protected] Toll Brothers Reports FY 2025 Third Quarter Results FORT WASHINGTON, Pa., August 19, 2025 - Toll Brothers, Inc. (NYSE:TOL) (TollBrothers.com), the nation’s leading builder of luxury homes, today announced results for its third quarter ended July 31, 2025. FY 2025’s Third Quarter Finan

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 9, 2025 Toll Brothers, Inc.

Toll Brothers Announces Gregg Ziegler to Succeed Marty Connor as CFO

EXHIBIT 99.1 IMMEDIATE RELEASE CONTACT: Heather Reeves (215) 328-7634 July 10, 2025 [email protected] Toll Brothers Announces Gregg Ziegler to Succeed Marty Connor as CFO FORT WASHINGTON, Pa., July 10, 2025 - Toll Brothers, Inc. (NYSE: TOL) (TollBrothers.com) announced today that Gregg Ziegler, Senior Vice President, Investor Relations & Treasurer and 23-year company veteran, will succeed M

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 13, 2025 Toll Brothers, Inc.

5.600% Senior Notes due 2035 TOLL BROTHERS FINANCE CORP. a Delaware corporation

Exhibit 4.3 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY ANY SUCH NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNL

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 10, 2025 (June 5, 2025) Toll Brothers, Inc.

Toll Brothers Finance Corp. $500,000,000 5.600% Senior Notes due 2035 Guaranteed on a Senior Basis by Toll Brothers, Inc. and Certain of Its Subsidiaries Underwriting Agreement

Exhibit 1.1 Execution Version Toll Brothers Finance Corp. $500,000,000 5.600% Senior Notes due 2035 Guaranteed on a Senior Basis by Toll Brothers, Inc. and Certain of Its Subsidiaries Underwriting Agreement June 5, 2025 BofA Securities, Inc. BBVA Securities Inc. BMO Capital Markets Corp. Goldman Sachs & Co. LLC Mizuho Securities USA LLC PNC Capital Markets LLC Truist Securities, Inc. U.S. Bancorp

AUTHORIZING RESOLUTION 5.600% SENIOR NOTES DUE 2035 June 10, 2025

Exhibit 4.2 AUTHORIZING RESOLUTION 5.600% SENIOR NOTES DUE 2035 June 10, 2025 This Authorizing Resolution relates to $500,000,000 aggregate principal amount of 5.600% Senior Notes due 2035 to be issued in accordance with the indenture dated as of February 7, 2012 (as amended and supplemented, the “Indenture”), among Toll Brothers Finance Corp. (the “Issuer”), Toll Brothers, Inc. (the “Company”) an

Toll Brothers Finance Corp. 5.600% Senior Notes due 2035 Guaranteed on a Senior Basis by Toll Brothers, Inc. and Certain of its Subsidiaries

Pursuant to Rule 424(b)(5) Registration No. 333-277928 PROSPECTUS SUPPLEMENT (To Prospectus Dated March 14, 2024) $500,000,000 Toll Brothers Finance Corp. 5.600% Senior Notes due 2035 Guaranteed on a Senior Basis by Toll Brothers, Inc. and Certain of its Subsidiaries Toll Brothers Finance Corp., or “Toll Brothers Finance,” is offering $500,000,000 aggregate principal amount of its 5.600% senior no

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 Toll Brothers, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date

SUBJECT TO COMPLETION, DATED JUNE 5, 2025

Pursuant to Rule 424(b)(5) Registration No. 333-277928 The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO

As filed with the Securities and Exchange Commission on June 5, 2025

As filed with the Securities and Exchange Commission on June 5, 2025 Registration No.

Toll Brothers Finance Corp. $500,000,000 5.600% Senior Notes due 2035 Guaranteed on a Senior Basis by Toll Brothers, Inc. and Certain of its Subsidiaries Pricing Term Sheet

Issuer Free Writing Prospectus, dated June 5, 2025 Filed pursuant to Rule 433 under the Securities Act of 1933 Supplementing the Preliminary Prospectus Supplement, dated June 5, 2025 Registration Statement No.

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 Toll Brothers, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date

Thirty-Sixth Supplemental Indenture dated as of April 30, 2025 to the Indenture dated as of February 7, 2012 by and among the party listed on Schedule A hereto and The Bank of New York Mellon, as successor trustee

Exhibit 4.1 THIS THIRTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of April 30, 2025, by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the party listed on Schedule A hereto (the “Additional Guarantor”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). Capitalized terms used in this Thirty-Sixth Supplemental Indenture and not otherwise defined herein (including terms used on Exhibit

Certification of Martin P. Connor pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Toll Brothers, Inc. (the “Company”) for the quarter ended April 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Martin P. Connor, Chief Financial Officer of th

Certification of Douglas C. Yearley, Jr. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Toll Brothers, Inc. (the “Company”) for the quarter ended April 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas C. Yearley Jr., Chief Executive Officer

Certification of Martin P. Connor pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2 CERTIFICATION I, Martin P. Connor, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Toll Brothers, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with resp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2025 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-09186 Toll Broth

Certification of Douglas C. Yearley, Jr. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.1 CERTIFICATION I, Douglas C. Yearley Jr., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Toll Brothers, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

Toll Brothers Reports FY 2025 Second Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Gregg Ziegler (215) 478-3820 May 20, 2025 [email protected] Toll Brothers Reports FY 2025 Second Quarter Results FORT WASHINGTON, Pa., May 20, 2025 - Toll Brothers, Inc. (NYSE:TOL) (TollBrothers.com), the nation’s leading builder of luxury homes, today announced results for its second quarter ended April 30, 2025. FY 2025’s Second Quarter Financi

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 20, 2025 Toll Brothers, Inc.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 11, 2025 Toll Brothers, Inc.

Certificate of Amendment to Sec

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO SECOND RESTATED CERTIFICATE OF INCORPORATION OF TOLL BROTHERS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware TOLL BROTHERS, INC., a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “Company”), DOES HEREBY CERTIFY THAT: FIRST: At a meeting of the Board of Directors of th

Certification of Douglas C. Yearley, Jr. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.1 CERTIFICATION I, Douglas C. Yearley Jr., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Toll Brothers, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

Thirty-Fifth Supplemental Indenture dated as of January 31, 2025 to the Indenture dated as of February 7, 2012 by and among the party listed on Schedule A hereto and The Bank of New York Mellon, as successor trustee

Exhibit 4.1 THIS THIRTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of January 31, 2025, by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the party listed on Schedule A hereto (the “Additional Guarantor”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). Capitalized terms used in this Thirty-Fifth Supplemental Indenture and not otherwise defined herein (including terms used on Exhibi

Certification of Martin P. Connor pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2 CERTIFICATION I, Martin P. Connor, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Toll Brothers, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with resp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2025 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-09186 Toll Bro

Certification of Douglas C. Yearley, Jr. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Toll Brothers, Inc. (the “Company”) for the quarter ended January 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas C. Yearley Jr., Chief Executive Offic

Certification of Martin P. Connor pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Toll Brothers, Inc. (the “Company”) for the quarter ended January 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Martin P. Connor, Chief Financial Officer of

Toll Brothers Reports FY 2025 First Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Gregg Ziegler (215) 478-3820 February 18, 2025 [email protected] Toll Brothers Reports FY 2025 First Quarter Results FORT WASHINGTON, Pa., February 18, 2025 - Toll Brothers, Inc. (NYSE:TOL) (TollBrothers.com), the nation’s leading builder of luxury homes, today announced results for its first quarter ended January 31, 2025. FY 2025’s First Quarte

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 18, 2025 Toll Brothers, Inc.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 7, 2025 Toll Brothers, Inc.

Extension Agreements, effective as of February 7, 2025 with respect to the Amended and Restated Credit Agreement, dated as of October 31, 2019 (as amended, supplemented or otherwise modified), among the Borrower, the Registrant, the lenders party thereto and Citibank, N.A., as Administrative Agent

Exhibit 10.1 January 7, 2025 EXTENSION REQUEST Mizuho Bank, Ltd., as Administrative Agent Harborside Financial Center 1800 Plaza Ten Jersey City, NJ 07311 Attention: Bank Loan Syndications; Email: [] Reference is made to (i) the Credit Agreement dated as of February 14, 2023 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among First

Term Loan Extension Agreements, effective as of February 7, 2025, with respect to the Term Loan Credit Agreement dated as of February 3, 2014 (as amended, supplemented or otherwise modified) among the Registrant, the Borrower, the lenders party thereto and Truist Bank, (as successor by merger to SunTrust Bank), as Administrative Agent

Exhibit 10.2 January 7, 2025 EXTENSION REQUEST Truist Bank, as Administrative Agent 3333 Peachtree Road Atlanta, GA 30326 Attention: Bank Loan Syndications Reference is made to (i) the Credit Agreement dated as of February 3, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among First Huntingdon Finance Corp. (the “Borrower”), T

Amended and Restated Credit Agreement, dated as of October 31, 2019 (as amended, supplemented or otherwise modified), among the Borrower, the Registrant, the lenders party thereto and Citibank, N.A., as Administrative Agent

Execution Version Exhibit 10.5 NOTICE OF TERMINATION OF COMMITMENT OF REVOLVING CREDIT DECLINING LENDERS Reference is hereby made to the Credit Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of February 14, 2023, among First Huntingdon Finance Corp. (the “Borrower”), Toll Brothers, Inc., the Lenders fro

Amended and Restated Credit Agreement, dated as of October 31, 2019 (as amended, supplemented or otherwise modified), among the Borrower, the Registrant, the lenders party thereto and Citibank, N.A., as Administrative Agent

Execution Version Exhibit 10.3 COMMITMENT AND ACCEPTANCE This Commitment and Acceptance (this “Commitment and Acceptance”) dated as of February 7, 2025 entered into among the parties listed on the signature pages hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below). PRELIMINARY STATEMENTS Referenc

, effective as of February 7, 2025, with respect to the Term Loan Credit Agreement dated as of February 3, 2014 (as amended, supplemented or otherwise modified) among the Registrant, the Borrower, the lenders party thereto and Truist Bank, (as successor by merger to SunTrust Bank), as Administrative Agent

Execution Version Exhibit 10.4 COMMITMENT AND ACCEPTANCE This Commitment and Acceptance (this “Commitment and Acceptance”) dated as of February 7, 2025 entered into among the parties listed on the signature pages hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below). PRELIMINARY STATEMENTS Referenc

Term Loan Credit Agreement dated as of February 3, 2014 (as amended, supplemented or otherwise modified) among the Registrant, the Borrower, the lenders party thereto and Truist Bank, (as successor by merger to SunTrust Bank), as Administrative Agent

Execution Version Exhibit 10.6 NOTICE OF TERMINATION OF TERM LOANS OF TERM DECLINING LENDERS Reference is hereby made to the Credit Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of February 3, 2014, among First Huntingdon Finance Corp. (the “Borrower”), Toll Brothers, Inc., the Lenders from time to tim

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ý Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Form of Restricted Stock Unit Agreement (Non-Executive Directors) pursuant to the Toll Brothers, Inc. 2019 Omnibus Incentive Plan**

Exhibit 10.21 TOLL BROTHERS, INC. 2019 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EXECUTIVE DIRECTORS This Restricted Stock Unit Agreement (the “RSU” or “RSU Agreement”) documents the right to receive a number of shares of Common Stock at the date specified herein. This RSU relates to TOTAL shares of Common Stock (the “Shares”) and is granted on this December 19, 2024 (th

Compensation Clawback Policy

Exhibit 97 COMPENSATION CLAWBACK POLICY I.Purpose Toll Brothers, Inc., on behalf of it and each of its subsidiaries (the “Company”), is establishing this clawback policy to appropriately align the interests of those employees of the Company who are subject to this policy, including employees that have been designated as “Executive Officers” or “Designated Officers” (each, as defined below), with t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-09186 TOLL BROTHERS, INC. (Exact nam

Insider Trading Policy.

Exhibit 19.1 Insider Trading Policy March 2023 This Insider Trading Policy (“Policy”) applies to all employees, officers and members of the Board of Directors of Toll Brothers, Inc. and all of its direct and indirect subsidiaries (collectively called the “Company”) and members of their immediate family and household, and provides guidelines for such persons with respect to transactions in the Comp

List of guarantor subsidiaries

Exhibit 22 SUBSIDIARY GUARANTORS As of October 31, 2024 Each of the following subsidiaries of Toll Brothers, Inc.

Subsidiaries of the Registrant.

Exhibit 21 SUBSIDIARIES OF TOLL BROTHERS, INC. As of October 31, 2024 A. Corporations 1.Dominion III Corp., a Delaware corporation. 2.ESE Consultants, Inc., a Delaware corporation. 3.ESE Consultants, Inc., a Texas corporation. 4.ESE of North Carolina, PC, a North Carolina professional corporation. 5.First Brandywine Investment Corp. IV, a Delaware corporation. 6.First Huntingdon Finance Corp., a D

Thirty-Fourth Supplemental Indenture dated as of October 31, 2024 to the Indenture dated as of February 7, 2012 by and among the party listed on Schedule A hereto and The Bank of New York Mellon, as successor trustee.**

Exhibit 4.46 THIS THIRTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of October 31, 2024, by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the parties listed on Schedule A hereto (collectively, the “Additional Guarantors”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). Capitalized terms used in this Thirty-Fourth Supplemental Indenture and not otherwise defined herein (including

Toll Brothers Reports FY 2024 Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Gregg Ziegler (215) 478-3820 December 9, 2024 [email protected] Toll Brothers Reports FY 2024 Results FORT WASHINGTON, Pa., December 9, 2024 - Toll Brothers, Inc. (NYSE:TOL) (TollBrothers.com), the nation’s leading builder of luxury homes, today announced results for its fourth quarter ended October 31, 2024. FY 2024’s Fourth Quarter Financial Hi

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 9, 2024 Toll Brothers, Inc.

Thirty-Third Supplemental Indenture dated as of July 31, 2024 to the Indenture dated as of February 7, 2012 by and among the party listed on Schedule A hereto and The Bank of New York Mellon, as successor truste

Exhibit 4.1 THIS THIRTY-THIRD SUPPLEMENTAL INDENTURE, dated as of July 31, 2024, by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the party listed on Schedule A hereto (the “Additional Guarantor”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). Capitalized terms used in this Thirty-Third Supplemental Indenture and not otherwise defined herein (including terms used on Exhibit A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 31, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-09186 Toll Brothe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 20, 2024 Toll Brothers, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 20, 2024 Toll Brothers, Inc.

Toll Brothers Reports FY 2024 3rd Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Gregg Ziegler (215) 478-3820 August 20, 2024 [email protected] Toll Brothers Reports FY 2024 3rd Quarter Results FORT WASHINGTON, PA, August 20, 2024 - Toll Brothers, Inc. (NYSE:TOL) (TollBrothers.com), the nation’s leading builder of luxury homes, today announced results for its third quarter ended July 31, 2024. FY 2024’s Third Quarter Financia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-09186 Toll Broth

Supplemental Indenture dated as of April 30, 2024 to the Indenture dated as of February 7, 2012 by and among the party listed on Schedule A hereto and The Bank of New York Mellon, as successor trustee

Exhibit 4.1 THIS THIRTY-SECOND SUPPLEMENTAL INDENTURE, dated as of April 30, 2024, by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the party listed on Schedule A hereto (the “Additional Guarantor”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). Capitalized terms used in this Thirty-Second Supplemental Indenture and not otherwise defined herein (including terms used on Exhibi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 21, 2024 Toll Brothers, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 21, 2024 Toll Brothers, Inc.

Toll Brothers Reports FY 2024 2nd Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 May 21, 2024 [email protected] Toll Brothers Reports FY 2024 2nd Quarter Results FORT WASHINGTON, PA, May 21, 2024 - Toll Brothers, Inc. (NYSE:TOL) (TollBrothers.com), the nation’s leading builder of luxury homes, today announced results for its second quarter ended April 30, 2024. FY 2024’s Second Quarter Financ

As filed with the Securities and Exchange Commission on March 14, 2024

As filed with the Securities and Exchange Commission on March 14, 2024 Registration No.

List of Subsidiary Guarantors

Exhibit 22 SUBSIDIARY GUARANTORS As of January 31, 2024 Each of the following subsidiaries of Toll Brothers, Inc.

Statement of Eligibility of The Bank of New York Mellon on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee for the form of subordinated debt indenture.

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Statement of Eligibility of The Bank of New York Mellon on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee for the Indenture for Senior Debt Securities, dated as of February 7, 2012.

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Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Toll Brothers, Inc.

Statement of Eligibility of The Bank of New York Mellon on Form T-1 under the Trust Indenture Act, as amended, of the trustee for the form of senior debt indenture.

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Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 12, 2024 Toll Brothers, Inc.

Certification of Douglas C. Yearley, Jr. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Toll Brothers, Inc. (the “Company”) for the quarter ended January 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas C. Yearley Jr., Chief Executive Offic

Certification of Martin P. Connor pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Toll Brothers, Inc. (the “Company”) for the quarter ended January 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Martin P. Connor, Chief Financial Officer of

Certification of Martin P. Connor pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2 CERTIFICATION I, Martin P. Connor, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Toll Brothers, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with resp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-09186 Toll Bro

Certification of Douglas C. Yearley, Jr. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.1 CERTIFICATION I, Douglas C. Yearley Jr., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Toll Brothers, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

Toll Brothers Reports FY 2024 1st Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 February 20, 2024 [email protected] Toll Brothers Reports FY 2024 1st Quarter Results FORT WASHINGTON, PA, February 20, 2024 - Toll Brothers, Inc. (NYSE:TOL) (TollBrothers.com), the nation’s leading builder of luxury homes, today announced results for its first quarter ended January 31, 2024. FY 2024’s First Quar

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 20, 2024 Toll Brothers, Inc.

TOL / Toll Brothers, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02083-tollbrothersinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Toll Brothers Inc Title of Class of Securities: Common Stock CUSIP Number: 889478103 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate

TOL / Toll Brothers, Inc. / Capital International Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Toll Brothers, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 889478103 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

TOL / Toll Brothers, Inc. / GREENHAVEN ASSOCIATES INC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea191067-13ga1greentollbro.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Toll Brothers Incorporated (Name of Issuer) Common Stock (Title of Class of Securities) 889478103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Stat

Compensation Clawback Policy

Exhibit 97 COMPENSATION CLAWBACK POLICY I.Purpose Toll Brothers, Inc., on behalf of it and each of its subsidiaries (the “Company”), is establishing this clawback policy to appropriately align the interests of those employees of the Company who are subject to this policy, including employees that have been designated as “Executive Officers” or “Designated Officers” (each, as defined below), with t

Subsidiaries of the Registrant.

Exhibit 21 SUBSIDIARIES OF TOLL BROTHERS, INC. As of October 31, 2023 A. Corporations 1.Dominion III Corp., a Delaware corporation. 2.ESE Consultants, Inc., a Delaware corporation. 3.ESE Consultants, Inc., a Texas corporation. 4.ESE of North Carolina, PC, a North Carolina professional corporation. 5.First Brandywine Investment Corp. IV, a Delaware corporation. 6.First Huntingdon Finance Corp., a D

List of guarantor subsidiaries

Exhibit 22 SUBSIDIARY GUARANTORS As of October 31, 2023 Each of the following subsidiaries of Toll Brothers, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-09186 TOLL BROTHERS, INC. (Exact nam

Thirty-first Supplemental Indenture dated as of October 31, 2023, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee

Exhibit 4.43 THIS THIRTY-FIRST SUPPLEMENTAL INDENTURE, dated as of October 31, 2023, by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the party listed on Schedule A hereto (the “Additional Guarantor”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). Capitalized terms used in this Thirty-First Supplemental Indenture and not otherwise defined herein (including terms used on Exhib

Toll Brothers Announces Cash Dividend and Reauthorizes Share Repurchase Program

Exhibit 99.2 IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 December 13, 2023 [email protected] Toll Brothers Announces Cash Dividend and Reauthorizes Share Repurchase Program FORT WASHINGTON, Pa. December 13, 2023 – Toll Brothers, Inc. (NYSE: TOL) (TollBrothers.com), the nation’s leading builder of luxury homes, today announced that its Board of Directors has approved a quar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 13, 2023 Toll Brothers, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 13, 2023 Toll Brothers, Inc.

Judith A. Reinsdorf and Katherine M. Sandstrom Named to Toll Brothers Board of Directors

EXHIBIT 99.1 FOR IMMEDIATE RELEASE December 13, 2023 Judith A. Reinsdorf and Katherine M. Sandstrom Named to Toll Brothers Board of Directors FORT WASHINGTON, Pa. December 13, 2023 – Toll Brothers, Inc. (NYSE: TOL) (TollBrothers.com), the nation’s leading builder of luxury homes, today announced that Judith A. Reinsdorf and Katherine M. Sandstrom have joined the Company’s Board of Directors. In ad

Toll Brothers Reports Record FY 2023 Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 December 5, 2023 [email protected] Toll Brothers Reports Record FY 2023 Results FORT WASHINGTON, PA, December 5, 2023 - Toll Brothers, Inc. (NYSE:TOL) (TollBrothers.com), the nation’s leading builder of luxury homes, today announced results for its fourth quarter and full year ended October 31, 2023. FY 2023’s Fo

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 5, 2023 Toll Brothers, Inc.

Certification of Douglas C. Yearley, Jr. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Toll Brothers, Inc. (the “Company”) for the quarter ended July 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas C. Yearley Jr., Chief Executive Officer

Thirtieth Supplemental Indenture dated as of July 31, 2023, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporate

Exhibit 4.1 THIS THIRTIETH SUPPLEMENTAL INDENTURE, dated as of July 31, 2023, by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the party listed on Schedule A hereto (the “Additional Guarantor”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). Capitalized terms used in this Thirtieth Supplemental Indenture and not otherwise defined herein (including terms used on Exhibit A attac

Certification of Douglas C. Yearley, Jr. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.1 CERTIFICATION I, Douglas C. Yearley Jr., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Toll Brothers, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wit

Certification of Martin P. Connor pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2 CERTIFICATION I, Martin P. Connor, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Toll Brothers, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with resp

Certification of Martin P. Connor pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Toll Brothers, Inc. (the “Company”) for the quarter ended July 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Martin P. Connor, Chief Financial Officer of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 31, 2023 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-09186 Toll Brothe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 22, 2023 Toll Brothers, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 22, 2023 Toll Brothers, Inc.

Toll Brothers Reports FY 2023 3rd Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 August 22, 2023 [email protected] Toll Brothers Reports FY 2023 3rd Quarter Results FORT WASHINGTON, PA, August 22, 2023 - Toll Brothers, Inc. (NYSE:TOL) (TollBrothers.com), the nation’s leading builder of luxury homes, today announced results for its third quarter ended July 31, 2023. FY 2023’s Third Quarter Fin

By-Laws of Toll Brothers, Inc., as Amended and Restated June 13, 2023 is hereby incorporated by reference to Exhibit 3.01 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2023

Exhibit 3.01 BY-LAWS OF TOLL BROTHERS, INC. As Amended and Restated June 13, 2023 ARTICLE I — OFFICES Section 1-1. Registered Office and Registered Agent. The Corporation shall maintain a registered office and registered agent within the State of Delaware, which may be changed by the Board of Directors from time to time. Section 1-2. Other Offices. The Corporation may also have offices at such oth

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 13, 2023 Toll Brothers, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2023 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-09186 Toll Broth

TOL / Toll Brothers Inc. / GREENHAVEN ASSOCIATES INC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Toll Brothers Incorporated (Name of Issuer) Common Stock (Title of Class of Securities) 889478103 (CUSIP Number) May 23, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

Toll Brothers Reports FY 2023 2nd Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 May 23, 2023 [email protected] Toll Brothers Reports FY 2023 2nd Quarter Results FORT WASHINGTON, PA, May 23, 2023 - Toll Brothers, Inc. (NYSE:TOL) (TollBrothers.com), the nation’s leading builder of luxury homes, today announced results for its second quarter ended April 30, 2023. FY 2023’s Second Quarter Financ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 23, 2023 Toll Brothers, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 23, 2023 Toll Brothers, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 7, 2023 Toll Brothers, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 7, 2023 Toll Brothers, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2023 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-09186 Toll Bro

Twenty-ninth Supplemental Indenture dated as of January 31, 2023, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporate

Exhibit 4.1 THIS TWENTY-NINTH SUPPLEMENTAL INDENTURE, dated as of January 31, 2023, by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the party listed on Schedule A hereto (the “Additional Guarantor”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). Capitalized terms used in this Twenty-Ninth Supplemental Indenture and not otherwise defined herein (including terms used on Exhibi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 21, 2023 Toll Brothers, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 21, 2023 Toll Brothers, Inc.

Toll Brothers Reports FY 2023 1st Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 February 21, 2023 [email protected] Toll Brothers Reports FY 2023 1st Quarter Results FORT WASHINGTON, PA, February 21, 2023 - Toll Brothers, Inc. (NYSE:TOL) (TollBrothers.com), the nation’s leading builder of luxury homes, today announced results for its first quarter ended January 31, 2023. FY 2023’s First Quar

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 14, 2023 Toll Brothers, Inc.

Amendment No. 5, dated as of February 14, 2023, to the Credit Agreement, dated as of February 3, 2014 (as amended by Amendment No. 1, dated as of May 19, 2016, Amendment No. 2, dated as of August 2, 2016, Amendment No. 3, dated as of November 1, 2018 and Amendment No. 4, dated as of October 31, 2019), among First Huntingdon Finance Corp., Toll Brothers, Inc., the Lenders party thereto and Truist Bank, as Administrative Agent, is hereby incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2023

Execution Version Exhibit 10.2 AMENDMENT NO. 5 TO CREDIT AGREEMENT AMENDMENT NO. 5, dated as of February 14, 2023 (this “Amendment”), by and among FIRST HUNTINGDON FINANCE CORP. (the “Borrower”), TOLL BROTHERS, INC. (the “Company”), the other Subsidiaries of the Company party hereto, Truist Bank, as Administrative Agent (in such capacity, the “Administrative Agent”) and the Lenders party hereto. W

Credit Agreement, dated as of February 14, 2023, by and among First Huntingdon Finance Corp., Toll Brothers, Inc., the Lenders party thereto and Mizuho Bank, Ltd. as Administrative Agent, is hereby incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2023

Exhibit 10.1 Execution Version CREDIT AGREEMENT by and among FIRST HUNTINGDON FINANCE CORP., TOLL BROTHERS, INC., and THE LENDERS PARTY HERETO and MIZUHO BANK, LTD., as Administrative Agent and CITIBANK, N.A., BANK OF AMERICA, N.A., GOLDMAN SACHS BANK USA, MIZUHO BANK, LTD., PNC BANK, NATIONAL ASSOCIATION, TRUIST BANK, and WELLS FARGO BANK, NATIONAL ASSOCIATION as Syndication Agents and BMO HARRIS

TOL / Toll Brothers Inc / Capital International Investors - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Toll Brothers, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 889478103 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

TOL / Toll Brothers Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02051-tollbrothersinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Toll Brothers Inc. Title of Class of Securities: Common Stock CUSIP Number: 889478103 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 tol2022def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as pe

TOL / Toll Brothers Inc / TOLL ROBERT I - SC 13G/A Passive Investment

SC 13G/A 1 rit13g022023.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 30)* Toll Brothers, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 889478103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended October 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-09186 TOLL BROTHERS, INC. (Exact nam

Twenty-eighth Supplemental Indenture dated as of October 31, 2022, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee.**

Exhibit 4.43 THIS TWENTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of October 31, 2022, by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the party listed on Schedule A hereto (the “Additional Guarantor”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). Capitalized terms used in this Twenty-Eighth Supplemental Indenture and not otherwise defined herein (including terms used on Exh

List of guarantor subsidiaries

Exhibit 22 SUBSIDIARY GUARANTORS Each of the following subsidiaries of Toll Brothers, Inc.

Subsidiaries of the Registrant.

Exhibit 21 SUBSIDIARIES OF TOLL BROTHERS, INC. As of October 31, 2022 A. Corporations 1.Dominion III Corp., a Delaware corporation. 2.ESE Consultants, Inc., a Delaware corporation. 3.ESE Consultants, Inc., a Texas corporation. 4.ESE of North Carolina, PC, a North Carolina professional corporation. 5.First Brandywine Investment Corp. IV, a Delaware corporation. 6.First Huntingdon Finance Corp., a D

Toll Brothers Reports FY 2022 4th Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 December 6, 2022 [email protected] Toll Brothers Reports FY 2022 4th Quarter Results FORT WASHINGTON, PA, December 6, 2022 - Toll Brothers, Inc. (NYSE:TOL) (TollBrothers.com), the nation?s leading builder of luxury homes, today announced results for its fourth quarter ended October 31, 2022. FY 2022?s Fourth Quar

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 6, 2022 Toll Brothers, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 31, 2022 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-09186 Toll Brothe

Twenty-seventh Supplemental Indenture dated as of July 29, 2022, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-Q for the quarter ended July 31, 2022.

Exhibit 4.1 THIS TWENTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of July 29, 2022, by and among TOLL BROTHERS FINANCE CORP. (the ?Issuer?), the party listed on Schedule A hereto (the ?Additional Guarantor?) and THE BANK OF NEW YORK MELLON, as trustee (the ?Trustee?). Capitalized terms used in this Twenty-Seventh Supplemental Indenture and not otherwise defined herein (including terms used on Exhib

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 25, 2022 Toll Brothers, Inc.

Toll Brothers Reports FY 2022 3rd Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 August 23, 2022 [email protected] Toll Brothers Reports FY 2022 3rd Quarter Results FORT WASHINGTON, PA, August 23, 2022 - Toll Brothers, Inc. (NYSE:TOL) (TollBrothers.com), the nation?s leading builder of luxury homes, today announced results for its third quarter ended July 31, 2022. FY 2022?s Third Quarter Fin

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 23, 2022 Toll Brothers, Inc.

TOL / Toll Brothers Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Toll Brothers Inc. Title of Class of Securities: Common Stock CUSIP Number: 889478103 Date of Event Which Requires Filing of this Statement: June 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2022 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-09186 Toll Broth

Toll Brothers Reports FY 2022 2nd Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 May 24, 2022 [email protected] Toll Brothers Reports FY 2022 2nd Quarter Results FORT WASHINGTON, PA, May 24, 2022 - Toll Brothers, Inc. (NYSE:TOL) (TollBrothers.com), the nation?s leading builder of luxury homes, today announced results for its second quarter ended April 30, 2022. FY 2022?s Second Quarter Financ

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 24, 2022 Toll Brothers, Inc.

TOL / Toll Brothers Inc / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Toll Brothers, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 889478103 (CUSIP Number) February 28, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 8, 2022 Toll Brothers, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2022 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-09186 Toll Bro

Toll Brothers Reports FY 2022 1st Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 February 22, 2022 [email protected] Toll Brothers Reports FY 2022 1st Quarter Results FORT WASHINGTON, PA, February 22, 2022 - Toll Brothers, Inc. (NYSE:TOL) (TollBrothers.com), the nation?s leading builder of luxury homes, today announced results for its first quarter ended January 31, 2022. FY 2022?s First Quar

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 22, 2022 Toll Brothers, Inc.

TOL / Toll Brothers Inc / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Toll Brothers, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 889478103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

TOL / Toll Brothers Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Toll Brothers Inc. Title of Class of Securities: Common Stock CUSIP Number: 889478103 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 tol2021def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as pe

TOL / Toll Brothers Inc / TOLL ROBERT I - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 29)* Toll Brothers, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 889478103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended October 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-09186 TOLL BROTHERS, INC. (Exact nam

Description of Certain of Registrant’s Securities is hereby incorporated by reference to Exhibit 4.44 of the Registrant’s Form 10-K for the year ended October 31, 2021.

Exhibit 4.44 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Toll Brothers, Inc. has a single class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. In this Exhibit 4.44, when we refer to ?Toll Brothers Inc.,? the ?Company,? ?we,? ?us? or ?our? or when we otherwise ref

Subsidiaries of the Registrant

Exhibit 21 SUBSIDIARIES OF TOLL BROTHERS, INC. As of October 31, 2021 A. Corporations 1.Dominion III Corp., a Delaware corporation. 2.ESE Consultants, Inc., a Delaware corporation. 3.ESE Consultants, Inc., a Texas corporation. 4.ESE of North Carolina, PC, a North Carolina professional corporation. 5.First Brandywine Investment Corp. IV, a Delaware corporation. 6.First Huntingdon Finance Corp., a D

List of guarantor subsidiaries

Exhibit 22 SUBSIDIARY GUARANTORS Each of the following subsidiaries of Toll Brothers, Inc.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 10, 2021 Toll Brothers, Inc.

Derek T. Kan Named to Toll Brothers’ Board of Directors

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 December 14, 2021 [email protected] Derek T. Kan Named to Toll Brothers’ Board of Directors Fort Washington, Pa., December 14, 2021 — Toll Brothers, Inc. (NYSE:TOL) (tollbrothers.com), the nation’s leading builder of luxury homes, today announced that Derek T. Kan has joined the Company’s Board of Directors. Mr.

Toll Brothers Reports FY 2021 4th Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 December 7, 2021 [email protected] Toll Brothers Reports FY 2021 4th Quarter Results FORT WASHINGTON, PA, December 7, 2021 - Toll Brothers, Inc. (NYSE:TOL) (TollBrothers.com), the nation?s leading builder of luxury homes, today announced results for its fourth quarter ended October 31, 2021. FY 2021?s Fourth Quar

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 7, 2021 Toll Brothers, Inc.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 10, 2021 Toll Brothers, Inc.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 31, 2021 Toll Brothers, Inc.

Revolving Extension Agreements, effective as of October 31, 2021, with respect to the Amended and Restated Credit Agreement, dated as of October 31, 2019, among the Borrower, the Registrant, the lenders party thereto and Citibank, N.A., as Administrative Agent is hereby incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 2, 2021.

Exhibit 10.1 September 29, 2021 EXTENSION REQUEST Citibank, N.A., as Administrative Agent One Penns Way, Ops II, Floor 2 New Castle, Delaware 19720 Attention: Bank Loan Syndications Reference is made to (i) the Amended and Restated Credit Agreement dated as of October 31, 2019 (the ?Credit Agreement?) among First Huntingdon Finance Corp. (the ?Borrower?), Toll Brothers, Inc., the Lenders (as defin

Term Loan Extension Agreements, effective as of October 31, 2021, with respect to the Term Loan Credit Agreement dated as of February 3, 2014 (as amended by Amendment No. 1, dated as of May 19, 2016, Amendment No. 2, dated as of August 2, 2016, Amendment No. 3, dated as of November 1, 2018, and Amendment No. 4, dated as of November 1, 2019) among the Registrant, the Borrower, the lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent is hereby incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2020.

Exhibit 10.2 September 29, 2021 EXTENSION REQUEST Truist Bank, as Administrative Agent 3333 Peachtree Road Atlanta, GA 30326 Attention: Bank Loan Syndications Reference is made to (i) the Credit Agreement dated as of February 3, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the ?Credit Agreement?) among First Huntingdon Finance Corp. (the ?Borrower?)

Scott D. Stowell Named to Toll Brothers’ Board of Directors

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 October 18, 2021 [email protected] Scott D. Stowell Named to Toll Brothers? Board of Directors Fort Washington, Pa., October 18, 2021 ? Toll Brothers, Inc. (NYSE:TOL) (tollbrothers.com), the nation?s leading builder of luxury homes, today announced that Scott D. Stowell has been elected to its Board of Directors

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 15, 2021 Toll Brothers, Inc.

Toll Brothers Announces Promotion of Robert Parahus to President & Chief Operating Officer; James W. Boyd, current Co-COO, to Retire After 30 Years with the Company Karl Mistry and Seth J. Ring Promoted to Executive Vice President of East and West Op

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 September 13, 2021 [email protected] Toll Brothers Announces Promotion of Robert Parahus to President & Chief Operating Officer; James W. Boyd, current Co-COO, to Retire After 30 Years with the Company Karl Mistry and Seth J. Ring Promoted to Executive Vice President of East and West Operations, Respectively FORT

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 10, 2021 Toll Brothers, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 31, 2021 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-09186 Toll Brothe

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 24, 2021 Toll Brothers, Inc.

Toll Brothers Reports FY 2021 3rd Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 August 24, 2021 [email protected] Toll Brothers Reports FY 2021 3rd Quarter Results FORT WASHINGTON, PA, August 24, 2021 - Toll Brothers, Inc. (NYSE:TOL) (TollBrothers.com), the nation?s leading builder of luxury homes, today announced results for its third quarter ended July 31, 2021. FY 2021?s Third Quarter Fin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2021 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-09186 Toll Broth

Twenty-sixth Supplemental Indenture dated as of April 30, 2021, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-Q for the quarter ended April 30, 2021.

Exhibit 4.1 THIS TWENTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of April 30, 2021, by and among TOLL BROTHERS FINANCE CORP. (the ?Issuer?), the party listed on Schedule A hereto (the ?Additional Guarantor?) and THE BANK OF NEW YORK MELLON, as trustee (the ?Trustee?). Capitalized terms used in this Twenty-Sixth Supplemental Indenture and not otherwise defined herein (including terms used on Exhibit

Toll Brothers Reports FY 2021 2nd Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 May 25, 2021 [email protected] Toll Brothers Reports FY 2021 2nd Quarter Results FORT WASHINGTON, PA, May 25, 2021 - Toll Brothers, Inc. (NYSE:TOL) (TollBrothers.com), the nation?s leading builder of luxury homes, today announced results for its second quarter ended April 30, 2021. FY 2021?s Second Quarter Financ

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 25, 2021 Toll Brothers, Inc.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 26, 2021, pursuant to the provisions of Rule 12d2-2 (a).

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 9, 2021 Toll Brothers, Inc.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2021 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-09186 Toll Bro

Toll Brothers Reports FY 2021 1st Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 February 23, 2021 [email protected] Toll Brothers Reports FY 2021 1st Quarter Results FORT WASHINGTON, PA, February 23, 2021 - Toll Brothers, Inc. (NYSE:TOL) (TollBrothers.com), the nation’s leading builder of luxury homes, today announced results for its first quarter ended January 31, 2021. FY 2021’s First Quar

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 23, 2021 Toll Brothers, Inc.

Statement of Eligibility of The Bank of New York Mellon on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee for the form of subordinated debt indenture.

Ex8094727v.1 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW Y

Statement of Eligibility of The Bank of New York Mellon on Form T-1 under the Trust Indenture Act, as amended, of the trustee for the form of senior debt indenture.

8094726v.1 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YOR

- S-3ASR

As filed with the Securities and Exchange Commission on February 19, 2021 Registration No.

Statement of Eligibility of The Bank of New York Mellon on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee for the Indenture for Senior Debt Securities, dated as of February 7, 2012.

EX-25.1 5 tols32021exh251.htm EX-25.1 8094522v.1 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 12, 2021 Toll Brothers, Inc.

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Toll Brothers, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 889478103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* TOLL BROTHERS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 889478103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Toll Brothers Inc. Title of Class of Securities: Common Stock CUSIP Number: 889478103 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 28)* Toll Brothers, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Decembe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 28)* Toll Brothers, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 889478103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin

Subsidiaries of the Registrant.

Exhibit 21 SUBSIDIARIES OF TOLL BROTHERS, INC. As of October 31, 2020 A. Corporations 1.Dominion III Corp., a Delaware corporation. 2.ESE Consultants, Inc., a Delaware corporation. 3.ESE Consultants, Inc., a Texas corporation. 4.ESE of North Carolina, PC, a North Carolina professional corporation. 5.First Brandywine Investment Corp. IV, a Delaware corporation. 6.First Huntingdon Finance Corp., a D

Twenty-fifth Supplemental Indenture dated as of October 30, 2020, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.44 of the Registrant’s Form 10-K for the year ended October 31, 2020.

Exhibit 4.44 THIS TWENTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of October 30, 2020, by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the parties listed on Schedule A hereto (each a “Surviving Guarantor” and collectively, the “Surviving Guarantors”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). WHEREAS, in connection with the mergers of certain Guarantors (each a "Merged Gua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended October 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-09186 TOLL BROTHERS, INC. (Exact nam

Advisory and Non-Competition Agreement Extension between the Registrant and Robert I. Toll, dated as of October 16.2020**

Exhibit 10.45 ADVISORY AND NON-COMPETITION AGREEMENT EXTENSION WHEREAS, on October 17, 2018, Toll Brothers, Inc. (the “Company”) and Robert I. Toll (“RIT”) entered that certain Advisory and Non-Competition Agreement pursuant to which RIT agreed, among other things, to provide certain valuable strategic advisory services to the Company in exchange for the consideration set forth therein during a on

List of guarantor subsidiaries

Exhibit 22 SUBSIDIARY GUARANTORS Each of the following subsidiaries of Toll Brothers, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 7, 2020 Toll Brothers, Inc.

- 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 7, 2020 Toll Brothers, Inc.

The purpose of this schedule is to provide investors with historical information that has been recast to reflect the Company's reclassification of sales commissions paid to third-party brokers from home sales cost of revenues to selling, general and

EXHIBIT 99.1 The purpose of this schedule is to provide investors with historical information that has been recast to reflect the Company's reclassification of sales commissions paid to third-party brokers from home sales cost of revenues to selling, general and administrative expense ("SG&A") in its Consolidated Statements of Operations and Comprehensive Income. The reclassification aligns the tr

Toll Brothers Reports FY 2020 4th Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 December 7, 2020 [email protected] Toll Brothers Reports FY 2020 4th Quarter Results FORT WASHINGTON, PA, December 7, 2020 - Toll Brothers, Inc. (NYSE:TOL) (www.TollBrothers.com), the nation’s leading builder of luxury homes, today announced results for its fourth quarter ended October 31, 2020. FY 2020’s Fourth

Term Loan Extension Agreements, effective as of October 31, 2020, with respect to the Term Loan Credit Agreement dated as of February 3, 2014 (as amended by Amendment No. 1, dated as of May 19, 2016, Amendment No. 2, dated as of August 2, 2016, Amendment No. 3, dated as of November 1, 2018, and Amendment No. 4, dated as of November 1, 2019) among the Registrant, the Borrower, the lenders party thereto and SunTrust Bank, as Administrative Agent is hereby incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2020.

Exhibit 10.2 September 30, 2020 EXTENSION REQUEST Truist Bank, as Administrative Agent 3333 Peachtree Road Atlanta, GA 30326 Attention: Bank Loan Syndications Reference is made to (i) the Credit Agreement dated as of February 3, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among First Huntingdon Finance Corp. (the “Borrower”)

- 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 31, 2020 Toll Brothers, Inc.

Revolving Extension Agreements, effective as of October 31, 2020, with respect to the Amended and Restated Credit Agreement, dated as of October 31, 2019, among the Borrower, the Registrant, the lenders party thereto and Citibank, N.A., as Administrative Agent is hereby incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2020.

Exhibit 10.1 September 30, 2020 EXTENSION REQUEST Citibank, N.A., as Administrative Agent One Penns Way, Ops II, Floor 2 New Castle, Delaware 19720 Attention: Bank Loan Syndications Reference is made to (i) the Amended and Restated Credit Agreement dated as of October 31, 2019 (the “Credit Agreement”) among First Huntingdon Finance Corp. (the “Borrower”), Toll Brothers, Inc., the Lenders (as defin

Toll Brothers Reports Preliminary Net New Order Activity

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: September 21, 2020 Frederick N. Cooper (215) 938-8312 [email protected] Toll Brothers Reports Preliminary Net New Order Activity FORT WASHINGTON, PA, September 21, 2020 – Toll Brothers, Inc. (NYSE: TOL) (www.TollBrothers.com) In anticipation of upcoming meetings with investors, Toll Brothers, the nation’s leading builder of luxury homes, today ann

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 21, 2020 Toll Brothers, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 21, 2020 Toll Brothers, Inc.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 31, 2020 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-09186 Toll Brothe

- 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 25, 2020 Toll Brothers, Inc.

Toll Brothers Reports FY 2020 3rd Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 August 25, 2020 [email protected] Toll Brothers Reports FY 2020 3rd Quarter Results HORSHAM, PA, August 25, 2020 - Toll Brothers, Inc. (NYSE:TOL) (www.TollBrothers.com), the nation’s leading builder of luxury homes, today announced results for its third quarter ended July 31, 2020. FY 2020’s Third Quarter Financi

Twenty-fourth Supplemental Indenture dated as of April 30, 2020, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-Q for the quarter ended April 30, 2020.

Exhibit 4.1 THIS TWENTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of April 30, 2020, by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the party listed on Schedule A hereto (the “Additional Guarantor”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). Capitalized terms used in this Twenty-Fourth Supplemental Indenture and not otherwise defined herein (including terms used on Exhibi

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2020 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-09186 Toll Broth

Toll Brothers Reports FY 2020 2nd Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 May 27, 2020 [email protected] Toll Brothers Reports FY 2020 2nd Quarter Results HORSHAM, PA, May 27, 2020 - Toll Brothers, Inc. (NYSE:TOL) (www.TollBrothers.com), the nation’s leading builder of luxury homes, today announced results for its second quarter ended April 30, 2020. FY 2020’s Second Quarter Financial

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 27, 2020 Toll Brothers, Inc.

Toll Brothers’ Website to Broadcast Its May 28, 2020 Second Quarter 2020 Earnings Conference Call Live Withdraws Second Quarter and Full Fiscal Year 2020 Guidance due to COVID-19 Impact

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 May 6, 2020 [email protected] Toll Brothers’ Website to Broadcast Its May 28, 2020 Second Quarter 2020 Earnings Conference Call Live Withdraws Second Quarter and Full Fiscal Year 2020 Guidance due to COVID-19 Impact HORSHAM, PA, May 6, 2020 - Toll Brothers, Inc. (NYSE:TOL) (www.TollBrothers.com), the nation’s lea

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 6, 2020 Toll Brothers, Inc.

Toll Brothers Announces Cash Dividend Reauthorizes Share Repurchase Program

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 March 10, 2020 [email protected] Toll Brothers Announces Cash Dividend Reauthorizes Share Repurchase Program HORSHAM, PA, March 10, 2020 - Toll Brothers, Inc. (NYSE:TOL) (www.Tollbrothers.com), the nation's leading builder of luxury homes, today announced that its Board of Directors has approved a quarterly cash

Stephen F. East Elected to Toll Brothers’ Board of Directors

EXHIBIT 99.2 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 March 10, 2020 [email protected] Stephen F. East Elected to Toll Brothers’ Board of Directors HORSHAM, PA, March 10, 2020 - Toll Brothers, Inc. (NYSE: TOL) (www.TollBrothers.com), the nation’s leading builder of luxury homes, today announced the election of Stephen F. East to its Board of Directors. Before retiri

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 10, 2020 Toll Brothers, Inc.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended January 31, 2020 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-09186 Toll Bro

Fiscal 2019

EXHIBIT 99.1 The purpose of this schedule is to provide investors with historical segment information that has been recast on a basis consistent with Toll Brothers, Inc.'s new segment reporting structure that was implemented in the first quarter of its fiscal 2020. The tables provide unaudited recast segment information for the previously reported years ended October 31, 2019 and October 31, 2018,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 28, 2020 Toll Brothers, Inc.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 25, 2020 Toll Brothers, Inc.

Toll Brothers Reports FY 2020 1st Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 February 25, 2020 [email protected] Toll Brothers Reports FY 2020 1st Quarter Results HORSHAM, PA, February 25, 2020 - Toll Brothers, Inc. (NYSE:TOL) (www.TollBrothers.com), the nation’s leading builder of luxury homes, today announced results for its first quarter ended January 31, 2020. FY 2020’s First Quarter

TOL / Toll Brothers, Inc. / MASSACHUSETTS FINANCIAL SERVICES CO /MA/ - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TOLL BROTHERS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 889478103 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

TOL / Toll Brothers, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Toll Brothers Inc Title of Class of Securities: Common Stock CUSIP Number: 889478103 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ R

TOL / Toll Brothers, Inc. / TOLL ROBERT I - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 27)* Toll Brothers, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 889478103 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

TOL / Toll Brothers, Inc. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin

Form of Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc. 2019 Omnibus Incentive Plan, is hereby incorporated by reference to Exhibit 10.28 of the Registrant’s Form 10-K for the year ended October 31, 2019.

Exhibit 10.28 TOLL BROTHERS, INC. 2019 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD THIS NON-QUALIFIED STOCK OPTION AWARD (the “Agreement”) is made as of [] (the “Effective Date”) by TOLL BROTHERS, INC., a Delaware corporation (the “Company”) under the Toll Brothers, Inc. 2019 Omnibus Incentive Plan (the “Plan”), to [] (the “Optionee”). All capitalized terms contained in this Agreement

Description of Certain of Registrant’s Securities**

Exhibit 4.43 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Toll Brothers, Inc. has two class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: (a) our common stock and (b) our guarantee of the 5.625% Senior Notes due 2024 (the “Senior Notes”) issued by Toll Brothers Finance Corp. (“Tol

Twenty-Second Supplemental Indenture dated as of October 30, 2019, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.41 of the Registrant’s Form 10-K for the year ended October 31, 2019.

Exhibit 4.41 THIS TWENTY-SECOND SUPPLEMENTAL INDENTURE, dated as of October 30, 2019, by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the parties listed on Schedule A hereto (each a “Surviving Guarantor” and collectively, the “Surviving Guarantors”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). WHEREAS, in connection with the mergers of certain Guarantors (each a "Merged Gu

Form of Restricted Stock Unit Agreement pursuant to the Toll Brothers, Inc. 2019 Omnibus Incentive Plan, is hereby incorporated by reference to Exhibit 10.29 of the Registrant’s Form 10-K for the year ended October 31, 2019.

Exhibit 10.29 TOLL BROTHERS, INC. 2019 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD This Restricted Stock Unit Award (this “Agreement”) documents the grant of [] Restricted Stock Units (the “RSUs”) by Toll Brothers, Inc. (the “Company”) pursuant to the terms of the Toll Brothers, Inc. 2019 Omnibus Incentive Plan (the “Plan”), on this [] (the “Date of Grant”) to [] (the “Grantee.”) Subject to

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended October 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-09186 TOLL BROTHERS, INC. (Exact nam

Subsidiaries of the Registrant.

Exhibit 21 SUBSIDIARIES OF TOLL BROTHERS, INC. As of October 31, 2019 A. Corporations 1. 110-112 Third Ave. Realty Corp., a New York corporation. 2. Dominion III Corp., a Delaware corporation. 3. ESE Consultants, Inc., a Delaware corporation. 4. ESE Consultants, Inc., a Texas corporation. 5. ESE of North Carolina, PC, a North Carolina professional corporation. 6. First Brandywine Investment Corp.

Form of Restricted Stock Unit Agreement (Total Shareholder Return Performance Based), pursuant to the Toll Brothers, Inc. 2019 Omnibus Incentive Plan, is hereby incorporated by reference to Exhibit 10.31 of the Registrant’s Form 10-K for the year ended October 31, 2019.

Exhibit 10.31 TOLL BROTHERS, INC. 2019 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (TOTAL SHAREHOLDER RETURN PERFORMANCE BASED) This Restricted Stock Unit Agreement (this “Agreement”) documents the grant of a number of Restricted Stock Units (the “RSUs”) as set forth on Schedule A attached hereto by Toll Brothers, Inc. (the “Company”) pursuant to the terms of the Toll Brothers, Inc. 201

Form of Restricted Stock Unit Agreement (Performance Based) pursuant to the Toll Brothers, Inc. 2019 Omnibus Incentive Plan, is hereby incorporated by reference to Exhibit 10.30 of the Registrant’s Form 10-K for the year ended October 31, 2019.

Exhibit 10.30 TOLL BROTHERS, INC. 2019 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT PERFORMANCE BASED AWARD This Restricted Stock Unit Agreement (this “Agreement”) documents the grant of []Restricted Stock Units (the “RSUs”) by Toll Brothers, Inc. (the “Company”) pursuant to the terms of the Toll Brothers, Inc. 2019 Omnibus Incentive Plan (the “Plan”), on this [] (the “Date of Grant”) to

Twenty-third Supplemental Indenture dated as of October 30, 2019, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.42 of the Registrant’s Form 10-K for the year ended October 31, 2019.

Exhibit 4.42 THIS TWENTY-THIRD SUPPLEMENTAL INDENTURE, dated as of October 30, 2019, by and among TOLL BROTHERS FINANCE CORP. (the “Issuer”), the parties listed on Schedule A hereto (each an “Additional Guarantor” and collectively, the “Additional Guarantors”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”). Capitalized terms used in this Twenty-Third Supplemental Indenture and not oth

Toll Brothers Reports FY 2019 4th Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 December 9, 2019 [email protected] Toll Brothers Reports FY 2019 4th Quarter Results HORSHAM, PA, December 9, 2019 - Toll Brothers, Inc. (NYSE:TOL) (www.tollbrothers.com), the nation’s leading builder of luxury homes, today announced results for its fourth quarter and fiscal year ended October 31, 2019. FY 2019’s

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 9, 2019 Toll Brothers, Inc.

Amended and Restated Credit Agreement, dated as of October 31,2019, among the First Huntingdon Finance Corp., Toll Brothers, Inc., and the lenders party thereto and Citibank, N.A., as Administrative Agent, is hereby incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 1, 2019.

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED CREDIT AGREEMENT by and among FIRST HUNTINGDON FINANCE CORP., TOLL BROTHERS, INC., and THE LENDERS PARTY HERETO and CITIBANK, N.A., as Administrative Agent and BANK OF AMERICA, N.A., GOLDMAN SACHS BANK USA, MIZUHO BANK, LTD., PNC BANK, NATIONAL ASSOCIATION, SUMITOMO MITSUI BANKING CORPORATION, SUNTRUST BANK, and WELLS FARGO BANK, NATIONAL

Amendment No. 4, dated as of October 31, 2019, to the Credit Agreement, dated as of February 3, 2014,as amended, by and First Huntingdon Finance Corp., Toll Brothers, Inc., the designated guarantors party thereto, the lenders party thereto and SunTrust Bank, as Administrative Agent, is hereby incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 1, 2019.

EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 4 TO CREDIT AGREEMENT AMENDMENT NO. 4, dated as of October 31, 2019 (this “Amendment”), by and among FIRST HUNTINGDON FINANCE CORP. (the “Borrower”), TOLL BROTHERS, INC. (the “Company”), the other Subsidiaries of the Company party hereto, all of the Lenders under the Credit Agreement and SunTrust Bank, as Administrative Agent (in such capacity,

Toll Brothers Announces $1.905 Billion Bank Credit Facility and $800 Million Term Loan Extension

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 October 31, 2019 [email protected] Toll Brothers Announces $1.905 Billion Bank Credit Facility and $800 Million Term Loan Extension Horsham, PA, October 31, 2019 — Toll Brothers, Inc. (NYSE:TOL) (www.tollbrothers.com), the nation’s leading builder of luxury homes, today announced that it had entered into

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 31, 2019 Toll Brothers, Inc.

Advisory and Non-Competition Agreement Extension between the Registrant and Robert I. Toll, dated as of October 29, 2019, is hereby incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2019.

Exhibit 10.2 ADVISORY AND NON-COMPETITION AGREEMENT EXTENSION WHEREAS, on October 17, 2018, Toll Brothers, Inc. (the “Company”) and Robert I. Toll (“RIT”) entered that certain Advisory and Non-Competition Agreement (the “Agreement”) pursuant to which RIT agreed, among other things, to provide certain valuable strategic advisory services to the Company in exchange for the consideration set forth th

October 29, 2019, is hereby incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2019.

Exhibit 10.1 TOLL BROTHERS, INC. Supplemental Executive Retirement Plan (as amended, October 29, 2019) ARTICLE I — ESTABLISHMENT AND PURPOSE 1.1 Establishment. The Company hereby amends and restates the defined benefit pension plan known as the Toll Brothers, Inc. Supplemental Executive Retirement Plan (the “Plan”) which was effective as of June 15, 2006 (the “Effective Date”). The amended and res

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 29, 2019 Toll Brothers, Inc.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 24, 2019 Toll Brothers, Inc.

Toll Brothers Announces Appointment of James W. Boyd and Robert Parahus as co-COOs; President and Chief Operating Officer Richard T. Hartman to Retire After 39 Years at Toll Brothers

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 September 25, 2019 [email protected] Toll Brothers Announces Appointment of James W. Boyd and Robert Parahus as co-COOs; President and Chief Operating Officer Richard T. Hartman to Retire After 39 Years at Toll Brothers HORSHAM, PA, Sept. 25, 2019 - Toll Brothers, Inc. (NYSE:TOL) (www.tollbrothers.com), the natio

Authorizing Resolution, dated as of September 12, 2019, relating to the $400,000,000 aggregate principal amount of 3.800% Senior Notes due 2029 of Toll Brothers Finance Corp., guaranteed on a senior basis by Toll Brothers, Inc. and certain of its subsidiaries, is hereby incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2019.

EX-4.2 Exhibit 4.2 AUTHORIZING RESOLUTION 3.800% SENIOR NOTES DUE 2029 September 12, 2019 This Authorizing Resolution relates to $400,000,000 aggregate principal amount of 3.800% Senior Notes due 2029 to be issued in accordance with the indenture dated as of February 7, 2012 (as amended and supplemented, the “Indenture”), among Toll Brothers Finance Corp. (the “Issuer”), Toll Brothers, Inc. (the “

Underwriting Agreement, dated September 9, 2019, among Toll Brothers Finance Corp., Toll Brothers, Inc., as guarantor, and BofA Securities Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC., Mizuho Securities USA LLC, PNC Capital Markets LLC, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

EX-1.1 Exhibit 1.1 Toll Brothers Finance Corp. $400,000,000 3.800% Senior Notes due 2029 Guaranteed on a Senior Basis by Toll Brothers, Inc. and Certain of Its Subsidiaries Underwriting Agreement September 9, 2019 BofA Securities, Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC Mizuho Securities USA LLC PNC Capital Markets LLC SunTrust Robinson Humphrey, Inc. Wells Fargo Securities LLC

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2019 (September 9, 2019) TOLL BROTHERS, INC. (Exact name of registrant as specified in its charter) Delaware 001-09186 23-2416878 (State or other jurisdiction of incorpo

Form of Global Note for the Issuer’s 3.800% Senior Notes due 2029 is hereby incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2019.

EX-4.3 Exhibit 4.3 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY ANY SUCH NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITO

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 3.800% Senior Notes due 2029 $400,000,000 100

424B5 Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 3.

Toll Brothers Finance Corp. $400,000,000 3.800% Senior Notes due 2029 Guaranteed on a Senior Basis by Toll Brothers, Inc. and Certain of its Subsidiaries Pricing Term Sheet

FWP Issuer Free Writing Prospectus, dated September 9, 2019 Filed pursuant to Rule 433 under the Securities Act of 1933 Supplementing the Preliminary Prospectus Supplement, dated September 9, 2019 Registration Statement No.

SUBJECT TO COMPLETION, DATED SEPTEMBER 9, 2019

424B5 Table of Contents Pursuant to Rule 424(b)(5) Registration No. 333-222996 The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is n

TOL / Toll Brothers, Inc. POSASR - - POSASR

As filed with the Securities and Exchange Commission on September 9, 2019 Registration No.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 31, 2019 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-09186 Toll Brothe

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 20, 2019 Toll Brothers, Inc.

Toll Brothers Reports FY 2019 2nd Quarter Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Frederick N. Cooper (215) 938-8312 August 20, 2019 [email protected] Toll Brothers Reports FY 2019 2nd Quarter Results HORSHAM, PA, August 20, 2019 - Toll Brothers, Inc. (NYSE:TOL) (www.tollbrothers.com), the nation’s leading builder of luxury homes, today announced results for its third quarter ended July 31, 2019. FY 2019’s Third Quarter Financi