Toll Brothers Inc.

12/13/2024 | Press release | Distributed by Public on 12/13/2024 15:05

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Parahus Robert
2. Issuer Name and Ticker or Trading Symbol
Toll Brothers, Inc. [TOL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & COO
(Last) (First) (Middle)
1140 VIRGINIA DRIVE 		3. Date of Earliest Transaction (Month/Day/Year)
12/11/2024
(Street)
FORT WASHINGTON, PA 19034 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/11/2024 A 3,139(1) A $ 0 28,020 D
Common Stock 12/11/2024 F 1,367 D $145.6 26,653 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Based Restricted Stock Units $ 0 12/11/2024 A 7,716(2) 12/20/2027(3) 12/20/2027 Common Stock 7,716 $ 0 7,716 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Parahus Robert
1140 VIRGINIA DRIVE
FORT WASHINGTON, PA 19034 		President & COO

Signatures

/s/ Michael J. Grubb, attorney-in-fact 12/13/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Reflects the number of shares earned in respect of ROE-based performance restricted stock units originally granted on December 20, 2021. On December 5, 2024, the Compensation Committee of the Issuer's Board of Directors certified the achievement of the applicable performance metrics, which measured return on equity (ROE) of the Issuer over the three-year period from November, 1 2021 to October 31, 2024. Settlement of the shares occurred on December 11, 2024.
(2) Reflects the number of shares earned in respect to operational performance restricted stock units originally granted December 20, 2023. On December 11, 2024, the Compensation Committee of the Board of Directors certified the achievement levels of the operational metrics applicable to the award and the number of shares earned based on such results. One quarter of the shares earned vest each anniversary of the grant date, with settlement of 100% of the award on the fourth anniversary.
(3) These performance-based restricted stock units vest 25% on each of December 20, 2024, 2025, 2026 and 2027. Settlement of 100% of earned shares is scheduled to occur on December 20, 2027.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.