tol-20250129

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. )

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¨						Preliminary Proxy Statement
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TOLL BROTHERS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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TOLL BROTHERS, INC.

1140 Virginia Drive

Fort Washington, Pennsylvania 19034

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on Tuesday, March 11, 2025

The 2025 Annual Meeting of Stockholders (the “Meeting”) of Toll Brothers, Inc., a Delaware corporation (the “Company,” "we," "us" or "our") will be held on Tuesday, March 11, 2025 at 8:00 am Eastern standard time, at the offices of the Company, 1140 Virginia Drive, Fort Washington, Pennsylvania 19034, for the following purposes:

1.To elect the 11 directors nominated by the Board of Directors of the Company (the “Board” or the "Board of Directors") and named in the proxy statement to hold office until the 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.

2.To ratify, in a non-binding vote, the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year.

3.To approve, in an advisory and non-binding vote, the compensation of the Company’s named executive officers as disclosed in the proxy statement.

4.To approve an amendment to the Company’s Second Restated Certificate of Incorporation, as amended, to provide that a majority, rather than two-thirds, of the Company’s stockholders may remove any director from office, with or without cause.

5.To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The Board has fixed the close of business on January 17, 2025 as the record date for the Meeting (the "Record Date"). Only stockholders of record at that time are entitled to notice of and to vote at the Meeting and any adjournment or postponement thereof.

The enclosed proxy card is solicited by the Board. Reference is made to the attached proxy statement for further information with respect to the business to be transacted at the Meeting. This proxy statement, our annual report, and the enclosed proxy card are first being sent to stockholders on or about January 30, 2025. The Board requests that you sign, date, and return the enclosed proxy card promptly, although you are cordially invited to attend the Meeting in person. The return of the enclosed proxy card will not affect your right to vote in person if you do attend the Meeting.

Please note the admission policy and procedures regarding attendance at the Meeting, which are set forth below.


			By Order of the Board of Directors,

			KEVIN J. COEN
			Secretary

January 30, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MARCH 11, 2025

The proxy statement and 2024 Annual Report of Toll Brothers, Inc. are available at:

http://astproxyportal.com/ast/12483

ANNUAL MEETING INFORMATION

The Meeting will be held at the Company’s offices at 1140 Virginia Drive, Fort Washington, Pennsylvania 19034 and will begin promptly at 8:00 am Eastern standard time. You must present a valid photo identification to be admitted to the Meeting. Cameras, recording devices and other electronic devices, and the use of cellular phones, will not be permitted during the Meeting. Representatives will be at the entrance to the Meeting, and these representatives will have the authority, on the Company’s behalf, to determine whether the admission policy and procedures have been followed and whether you will be granted admission to the Meeting.

ATTENDANCE AT THE MEETING

Attendance at the Meeting is limited to stockholders, who may be "record holders" who own shares directly in their names, or who may hold shares in “street name” through banks, brokerages, or other intermediaries. In addition to photo identification, you must present evidence of ownership as of the Record Date, such as a letter from the bank, broker, or other intermediary confirming ownership, or the relevant portion of a bank or brokerage firm account statement. If you are the authorized representative of an entity that is a beneficial holder, you must present a letter from the entity certifying the beneficial ownership of the entity and your status as an authorized representative.

Your vote is important. You are invited to attend the meeting in person, although anyone who does not feel well should not attend. In addition, you are required to notify the Company's Secretary in the manner set forth below if you plan to attend the meeting. If it is determined that a change in the date, time or location of the Meeting or a change to a virtual meeting format is advisable or required, an announcement of such changes will be made through a press release, additional proxy materials filed with the Securities and Exchange Commission ("SEC"), and on the Investor Relations section of our website. Please check our website in advance of the meeting date if you are planning to attend in person.

If you plan to vote by proxy but attend the Meeting in person:

•Indicate your votes on your proxy card or voting instruction card;

•Mark the box on your proxy card or voting instruction card indicating your intention to attend the Meeting;

•Return the proxy card or voting instruction card to the address indicated; and

•Follow the admission policies set forth above.

If you plan to attend and vote at the Meeting:

•If you are a "record holder," bring your proxy card with you to the Meeting;

•If you hold your shares in "street name," contact your bank or broker to obtain a written legal proxy form in order to vote your shares at the Meeting;

•Send written notice* of your intention to attend the Meeting to the Company's headquarters by February 28, 2025 to the attention of Kevin J. Coen, Secretary; and

•Follow the admissions policies set forth above.

* Written notice should include: (1) your name, complete mailing address and phone number; (2) if you are a beneficial holder, evidence of your ownership; and (3) if you are a beneficial holder who is not a natural person and will be naming a representative to attend on your behalf, the name, complete mailing address and phone number of that individual. If you do not provide the requested information by February 28, 2025, you may not gain admission to the Meeting.

TABLE OF CONTENTS


			Page
Proxy Summary			1
General Information			4
Voting Securities and Beneficial Ownership			4
Security Ownership of Certain Beneficial Owners and Management			6
Proposal One—Election of Directors			8
Board Membership Criteria			8
Our Director Nominees			9
Proposal Two—Ratification of the Re-Appointment of Independent Registered Public Accounting Firm			15
Audit and Non-Audit Fees			15
Proposal Three—Advisory and Non-Binding Vote on Executive Compensation (Say on Pay)			16
Proposal Four — Amendment to Amended and Restated Certificate of Incorporation			17
Equity Compensation Plan Information			18
Corporate Governance			19
Corporate Governance Guidelines and Practices			21
Committees of the Board and Meetings			23
Director Attendance			26
Risk Oversight			27
ESG Risk Oversight			27
Director Compensation			28
Director Compensation Program			28
Director Compensation Table			29
Executive Compensation			30
Compensation Discussion and Analysis			30
Executive Summary			30
Description of Our Executive Compensation Program			35
Fiscal 2024 Compensation Decisions			37
Compensation Framework			43
Benefits and Perquisites			45
Other Compensation Practices and Policies			47
Compensation Committee Report			49
Executive Compensation Tables			50
CEO Pay Ratio Disclosure			61
Pay Versus Performance			62
Audit and Risk Committee Report			66
Delinquent Section 16(a) Reports			66
Certain Relationships and Transactions			67
Stockholder Proposals for the 2025 Annual Meeting of Stockholders			70
Procedures for Recommending Candidates for Nomination to the Board of Directors			70
Consideration and Selection of Nominees for the Board			70
Householding Information			71
Solicitation of Proxies			71
Annual Report on Form 10-K			71
Other Business			71

TOLL BROTHERS, INC.

PROXY STATEMENT

Annual Meeting of Stockholders

Tuesday, March 11, 2025

PROXY SUMMARY

A summary of certain information in this proxy statement is provided below. Please review the complete proxy statement and our Annual Report on Form 10-K for the fiscal year ended October 31, 2024 before you vote.

Toll Brothers Strategy and Fiscal 2024 Highlights

Fiscal 2024 was a year of milestones for Toll Brothers. For the first time in our history, we generated $10.6 billion of home sales revenues, over $2.0 billion of pre-tax income and over $1.5 billion of net income. We produced record earnings per diluted share of $15.01, a 21% increase over fiscal 2023, and our return on beginning equity was 23.1%, the third consecutive year above 20%. We delivered 10,813 homes at an average price of approximately $977,000, and with a gross margin of 26.6%. Our SG&A expense was 9.3% of home sales revenues and our operating margin was 18.8%. In addition, we grew contracts by 27% in both units and dollars and increased community count by 10% to 408 communities at year end, positioning us for continued growth in fiscal 2025 and beyond. During the year, we generated $1.0 billion of cash flow from operations and returned $721 million to stockholders through share repurchases and dividends, reducing our outstanding share count by nearly 5% in fiscal 2024.

This performance – even as mortgage rates remained elevated – reflects the success of our multi-year strategy of widening our geographies, price points and product lines, increasing spec home production, and focusing on capital as well as operating efficiency.

We now operate in over 60 markets across 24 states and we offer the greatest variety of homes in the industry – from luxury single family homes and rental apartments to high-rise condominiums, upscale townhomes, and active adult communities. Our home prices range from the $300,000s to over $5 million, and well over 25% of our homebuyers paid all cash in the fourth quarter of fiscal 2024. We have been able to enter new markets and expand our offerings while preserving all the qualities that set us apart as America’s luxury home builder – an impeccable brand, our affluent customer base, prestigious locations, distinctive architecture, unrivaled choice, and an extraordinary customer experience. Over the past few years, we have woven into our growth strategy an increased emphasis on the production and sale of spec homes, which we define as any home that has a foundation poured without a buyer in place. We sell our spec homes at various stages of construction, which has allowed us to capitalize on demand for quick move-in homes while still affording many of our buyers the opportunity to personalize. We have steadily increased sales of our spec homes from around 10% to roughly half of our sales. In the current market, characterized by healthy demand for upscale homes and a shortage of these homes on the resale market, we believe this is the right balance and the right strategy.

Our strategy to increase capital efficiency has primarily been focused on our owned versus controlled lot position. Over the past decade, we have steadily increased the amount of land that we control through option arrangements as compared to owned outright. Ten years ago, at the end of fiscal 2014, we owned or controlled 47,167 home sites, nearly 80% of which were owned and the remainder controlled. To support the acquisition of this land, we carried total debt of $3.4 billion at our 2014 fiscal year-end. At the end of fiscal 2024, our total lot position was approximately 74,700 lots, of which only 45% were owned and the remainder controlled, and our total debt was $2.8 billion. Over this same time period, we grew annual home sales revenue from $3.9 billion in fiscal 2014 to $10.6 billion in fiscal 2024. Our more efficient land strategy has allowed us to grow the business while simultaneously reducing debt and improving returns. Looking forward, we continue to target approximately 60% controlled and 40% owned

land, which includes land dedicated to homes in our backlog. This would give us one to two years of owned land – sufficient to meet near-term deliveries while providing ample opportunity for growth.

This increased capital efficiency has helped us generate significant operating cash flows and has allowed us to return excess capital to our shareholders. Over the past five years, we have generated an average of $1.1 billion of cash flow from operations each year, and we have reduced our outstanding share count by nearly 30% through share repurchases.

We have also taken great strides to become more efficient in our operations. In our home building operations, we have simplified designs, optimized floorplans, and reduced SKU counts in our Design Studios. We recently launched our new Designer Appointed Collections – a curation of finishes selected by nationally acclaimed interior designers – to make it easier for our buyers to customize their homes while also reducing our costs. Other initiatives have included a redesign of our divisional organization structure to allow us to scale more efficiently and the implementation of new IT systems to increase productivity. These and other initiatives have helped us improve our margins. Since fiscal 2020, our home building gross margin has steadily improved and was 26.6% in fiscal 2024. Likewise, we have steadily improved our SG&A expense, as a percentage of home sales revenues. In fiscal 2024, our SG&A expense, as a percentage of home sales revenues, was 9.3% as compared to 12.5% in fiscal 2020. We have become an organization that is committed to doing more with less and we will continue to look for opportunities to leverage fixed costs, reduce overhead and gain efficiencies as we grow the business.

We ended fiscal 2024 with over $3.0 billion of liquidity, including $1.3 billion of cash and cash equivalents and $1.8 billion available under our long-term $1.9 billion revolving credit facility. Our book value per share was $76.87 at fiscal year end and our debt-to-capital ratio was 27.0%, or 15.2% on a net basis after adjusting for cash and cash equivalents and $150 million of loans made by our mortgage subsidiary. We have no significant debt maturities until fiscal 2026. Our balance sheet is in excellent shape, which should allow us to continue investing in our business while returning capital to our stockholders.

Meeting Agenda Items

Proposal One—Election of Directors. We are asking stockholders to elect 11 director nominees to hold office until the 2026 Annual Meeting of Stockholders and until his or her respective successor has been duly elected and qualified. The Board has nominated 11 of our current directors for re-election at the Meeting.

Set forth below is summary information concerning our director nominees. For more information regarding the experience and qualifications of our director nominees, see “Proposal One—Election of Directors” on page 8.

Name

Age

Director
Since

Principal Occupation

Independent

Douglas C. Yearley, Jr.

2010

Chairman and Chief Executive Officer, Toll Brothers, Inc.

Stephen F. East

2020

Retired Managing Director, Senior Consumer Analyst and Head of Homebuilding and Building Products Research, Wells Fargo & Company

Christine N. Garvey

2009

Retired Global Head of Corporate Real Estate Services, Deutsche Bank AG

Karen H. Grimes

2019

Retired Partner, Senior Managing Director, and Equity Portfolio Manager, Wellington Management Company

Derek T. Kan

2021

Vice President, Operations at Shopify Inc.

John A. McLean

2016

Retired Senior Managing Director, New York Life Investment Management

Wendell E. Pritchett

2018

Riepe Presidential Professor of Law and Education, University of Pennsylvania Carey Law School

Judith A. Reinsdorf

2023

Retired Executive Vice President and General Counsel, Johnson Controls International plc

Katherine M. Sandstrom

2023

Retired Senior Managing Director, Heitman LLC

Paul E. Shapiro

1993

Retired Chairman, Q Capital Holdings LLC

Scott D. Stowell

2021

Former Executive Chairman, CalAtlantic Group, Inc. and President and CEO, Capital Thirteen LLC.

The Board of Directors recommends that you vote “FOR” all Nominees

Proposal Two—Ratification of the Re-Appointment of Independent Registered Public Accounting Firm. We are asking stockholders to ratify, in a non-binding vote, the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2025. For more information regarding our engagement of Ernst & Young LLP, including the fees billed for services rendered by Ernst & Young LLP in fiscal 2024 and fiscal 2023, see “Proposal Two—Ratification of the Re-Appointment of Independent Registered Public Accounting Firm” on page 15.

The Board of Directors recommends that you vote “FOR” Proposal Two

Proposal Three—Advisory and Non-Binding Vote on Executive Compensation (Say on Pay). As described on page 16 under “Proposal Three—Advisory and Non-Binding Vote on Executive Compensation (Say on Pay)," we are asking stockholders to approve, on an advisory basis, the compensation of our named executive officers ("NEOs"). We hold this advisory vote on an annual basis.

The Board of Directors recommends that you vote “FOR” Proposal Three

Proposal Four—Approval of Amendment to the Toll Brothers, Inc. Second Restated Certificate of Incorporation, as Amended. As described on page 17 under “Proposal Four—Approval of Amendment to the Toll Brothers, Inc. Second Restated Certificate of Incorporation, as Amended,” we are asking stockholders to approve an amendment to our Second Restated Certificate of Incorporation, as

amended, to provide that the Company’s stockholders may remove any director from office by a majority, rather than 66-2/3%, of the combined voting power of outstanding shares, with or without cause.

The Board of Directors recommends that you vote “FOR” Proposal Four

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors for use at the Meeting, which will be held on the date, at the time and place, and for the purposes set forth in the foregoing notice, and any adjournment or postponement thereof. The Board does not intend to bring any matter before the Meeting except as specifically indicated in the notice and does not know of anyone else who intends to do so; however, if any other matters properly come before the Meeting, Mr. Douglas C. Yearley, Jr. and Mr. Martin P. Connor, or either of them, will vote or otherwise act thereon in accordance with his or their judgment on such matters, acting as proxies for stockholders who have returned an executed proxy to us.

If the enclosed proxy card is properly executed and returned to and received by us prior to voting at the Meeting, the shares represented thereby will be voted in accordance with the instructions marked thereon. If the enclosed proxy card is properly executed, returned, and received by us prior to voting at the Meeting without specific instructions, Mr. Douglas C. Yearley, Jr. and Mr. Martin P. Connor, or either of them, acting as your proxies, will vote your shares “FOR” all nominees under Proposal One, and “FOR” Proposals Two, Three and Four. Any proxy card may be revoked at any time before its exercise by notifying the Secretary of the Company in writing, by delivering a duly executed proxy card bearing a later date, or by attending the Meeting and voting in person.

VOTING SECURITIES AND BENEFICIAL OWNERSHIP

The Record Date fixed by our Board for the determination of stockholders entitled to notice of and to vote at the Meeting is January 17, 2025. At the close of business on the Record Date, there were 99,888,815 shares of the Company's common stock outstanding and eligible to vote at the Meeting. We have no other class of voting securities outstanding. At the Meeting, stockholders will be entitled to one vote for each share of common stock owned at the close of business on the Record Date. Dissenters' rights are not applicable to any of the matters being voted upon at the Meeting.

The presence at the Meeting, in person or by proxy, of persons entitled to cast the votes of a majority of such outstanding shares of common stock will constitute a quorum for the proposals expected to be voted on at the Meeting. Abstentions and broker non-votes represented by submitted proxies will be included in the calculation of the number of shares present at the Meeting for the purposes of determining a quorum. “Broker non-votes” are shares held of record by a broker that are not voted on a matter because the broker has not received voting instructions from the beneficial owner of the shares and lacks the authority to vote the shares in its discretion.

Under the New York Stock Exchange ("NYSE") rules, your brokerage firm or other nominee may not vote your shares with respect to Proposals One, Three or Four without specific instructions from you as to how to vote, because these proposals are not considered “routine” matters under the NYSE rules. Proposal Two is considered a “routine” matter, and brokerage firms and nominees that are members of the NYSE are permitted to vote their customers’ shares if the customers have not furnished voting instructions prior to the Meeting. In determining whether Proposals One, Two and Three receive the requisite number of affirmative votes, abstentions and broker non-votes are not considered "votes cast" and therefore will have no effect on the outcome of such proposals. In determining whether Proposal Four receives the requisite number of affirmative votes, abstentions and broker non-votes will count as a vote against the proposal.

To elect directors and adopt the other proposals, the following votes are required:

Effect of Broker Non-Votes and Abstentions

Proposal

Vote Required

Broker
Discretionary
Voting Allowed

Broker Non-
Votes

Abstentions

Election of each director

Majority of votes cast

No effect

Ratification of independent auditors

Majority of votes cast

Yes

Not applicable

No effect

Advisory say on
pay vote

Majority of votes cast

No effect

Amendment to Certificate of Incorporation

66-2/3% of shares entitled to vote in the election of directors

Against

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth beneficial ownership, as of the Record Date, of the Company's common stock by: (1) each person known to us to be the beneficial owner of more than 5% of the Company's common stock; (2) each of our directors (which includes all nominees for director) and named executive officers; and (3) all of our directors and executive officers as a group. To the best of our knowledge, each of the persons named in the table below as beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares, unless otherwise indicated. Except as otherwise noted, the address of each beneficial owner is c/o Toll Brothers, Inc., 1140 Virginia Drive, Fort Washington, Pennsylvania 19034.

Name and Address of Beneficial Owner

Amount and Nature of
Beneficial Ownership (1)

Percent of
Common Stock

BlackRock, Inc. (2)

13,367,118

13.38%

50 Hudson Yards
New York, New York 10001

The Vanguard Group (3)

11,267,021

11.28%

100 Vanguard Blvd.
Malvern, Pennsylvania 19355

Greenhaven Associates, Inc. (4)

5,536,503

5.54%

3 Manhattanville Road
Purchase, New York 10577

Stephen F. East

15,287

Christine N. Garvey

13,730

Karen H. Grimes

15,155

Derek T. Kan

4,840

John A. McLean

18,054

Wendell E. Pritchett

16,011

Judith A. Reinsdorf

—

Katherine M. Sandstrom

—

Paul E. Shapiro

133,530

Scott D. Stowell

5,092

Douglas C. Yearley, Jr.

908,929

Martin P. Connor

110,615

Robert Parahus

56,695

Directors, nominees and executive officers as a group (13 persons) (1)

1,297,938

1.29%

* Less than 1%

(1)Shares issuable pursuant to restricted stock units (“RSUs”) vesting and stock options exercisable within 60 days after the Record Date are deemed to be beneficially owned. Accordingly, the information presented above includes the following number of shares of common stock underlying RSUs and stock options held by the following individuals, and all directors and executive officers as a group: Mr. East, 5,898 shares; Ms. Garvey, 5,898 shares; Ms. Grimes, 5,898 shares; Mr. Kan, 4,840 shares; Mr. McLean, 8,110 shares; Dr. Pritchett, 5,797 shares; Ms. Reinsdorf, 0 shares; Ms. Sandstrom, 0 shares; Mr. Shapiro, 13,675 shares; Mr. Stowell, 5,092 shares; Mr. Yearley, 515,265 shares; Mr. Connor, 89,997 shares; Mr. Parahus, 27,172 shares; and all directors and executive officers as a group, 687,642 shares.

(2)BlackRock, Inc. (“BlackRock”) filed a Schedule 13G dated November 8, 2024, which states that BlackRock had sole voting power with respect to 12,586,784 shares and sole dispositive power with respect to 13,367,118 shares. According to the Schedule 13G filed by BlackRock, various persons had the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares, and no one person’s interest

in the Company's common stock was more than 5% of the total outstanding common stock, as of the date the Schedule 13G/A was filed.

(3)The Vanguard Group ("Vanguard") filed a Schedule 13G/A dated February 13, 2024, which states that Vanguard had sole dispositive power with respect to 11,092,236 shares, shared dispositive power with respect to 174,785 shares, and shared voting power with respect to 59,256 shares. According to the Schedule 13G/A filed by Vanguard, one or more other persons were known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Company's common stock. No one other person's interest in the Company's common stock was more than 5% of the total outstanding common stock, as of the date the Schedule 13G/A was filed.

(4)Greenhaven Associates, Inc. ("Greenhaven") filed a Schedule 13G/A dated January 2, 2025, which states that Greenhaven had sole voting and dispositive power with respect to 2,151,173 shares and shared voting and dispositive power with respect to 3,385,330 shares. According to the Schedule 13G/A filed by Greenhaven, one or more other persons were known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Company's common stock. No one person's interest in the Company's common stock was more than 5% of the total outstanding common stock, as of the date the Schedule 13G was filed.

PROPOSAL ONE—ELECTION OF DIRECTORS

Board Membership Criteria

Our Board believes that it is necessary for our directors to possess many diverse qualities and skills. The Nominating and Corporate Governance Committee of the Board of Directors (the "Governance Committee") is charged with identifying individuals qualified to become members of the Board of Directors consistent with criteria approved by the Board. In selecting, or in recommending the selection of, nominees for directors, the Governance Committee considers the evolving needs of our Board, as well as applicable legal and NYSE requirements, including, when appropriate, those applicable to membership on the Audit and Risk Committee and the Executive Compensation Committee (the "Compensation Committee"), as well as other criteria it deems appropriate.

The Governance Committee will consider candidates nominated by stockholders, directors, officers and other sources. Stockholders wishing to recommend a prospective candidate for membership on the Board should follow the procedures described under "Procedures for Recommending Candidates for Nomination to the Board of Directors" on page 70. At a minimum, candidates must possess a background that includes a strong education, extensive business experience, and the requisite judgment, background, reputation, character, integrity, skills and temperament, which, in the view of the Governance Committee, have prepared them for dealing with the multi-faceted financial, business, governance, and other issues that confront a board of directors of a corporation with the size, complexity, reputation, and success of the Company. When evaluating director candidates, the Governance Committee first considers a candidate’s business experience and then considers other factors, including that candidate’s background, reputation, character, integrity, skills, temperament and other personal characteristics, including whether the candidate would add to the Board's diversity.

Board Composition, Evaluation and Refreshment

The Governance Committee continually assesses the composition of the Board, including through a review of Board size, the skills and qualifications represented on the Board, and director tenure. In its review of the skills and qualifications of each director, the Governance Committee considers the characteristics that it believes should be represented on the Board as well as on each Committee of the Board.

The findings of the Governance Committee's annual review of Board composition are reported to and discussed with the full Board. Based on its evaluation, the Governance Committee may recommend an increase or decrease in the size of the Board or changes in the composition of the Board to best reflect the objectives and needs of the Company and the desired skill sets of the directors. Similarly, the Governance Committee establishes processes for developing and recruiting candidates for Board membership and conducting searches for Board candidates.

As part of its annual review of Board composition, the Governance Committee considers director age and tenure, as well as the diversity of the Board. The Governance Committee seeks to ensure an appropriate mix of age and tenure of the directors, taking into account the benefits of directors with longer tenures, including greater board stability, continuity of organizational knowledge and experience gained through prior real estate cycles, and the benefits of directors with shorter tenures, including fresh perspectives and viewpoints. Our Board views diversity in a broad sense, taking into consideration not only racial, ethnic and gender diversity, but also the mix of qualifications and personal characteristics of our existing directors including age, tenure, experience levels and types of experience, including both industry and subject matter expertise. Although we do not have a separate policy specifically governing diversity, when considering board candidates, the Governance Committee considers whether an individual would bring a diverse viewpoint to the Board, which includes a candidate’s gender, race and ethnicity. To assist in its review, the Lead Independent Director periodically meets individually with Board members to discuss Board composition and to determine whether each such director's future plans may assist the Governance Committee in its consideration of the issue of director tenure.

Our Lead Independent Director leads the annual Board self-evaluation process to review the effectiveness of the Board and each of its committees and to identify any opportunities for improvement. As part of this process, on an annual basis, members of the Board complete an assessment form evaluating the performance of the Board as a whole and each committee on which they sit. Directors are asked about Board and committee composition, practices, accountability and standards of conduct. Each committee reviews the results of their questionnaire and determines whether the results warrant any action. Following completion of the full Board self-assessment and the compilation of results, the Lead Independent Director conducts one-on-one interviews with each Board member to solicit additional feedback on Board performance to supplement the results of the formal written process. The Lead Independent Director then presides over a full Board meeting during which the results of these processes are discussed, including any areas for improvement, and any proposed actions plans are approved. Each committee conducts its own annual self-evaluation and reports the results to the Board.

The Board believes that, through its annual review of Board composition and the nomination process, coupled with its annual self-evaluation procedures, the Board has and will continue to evolve to meet the current and future needs of the Company. As illustrated below, over the past decade, the Governance Committee and the Board have focused a great deal of attention on renewing and refreshing the perspectives, skills and backgrounds that are represented on the Board.


Select Board Statistics

AGE						TENURE

		March 2015		March 2025			March 2015		March 2025
	45-55	10	%	9	%	0-5 years	10	%	45	%
	56-65	—	%	55	%	6-15 years	30	%	45	%
	66+	90	%	36	%	16+ years	60	%	10	%

RACIAL / ETHNIC DIVERSITY						GENDER DIVERSITY

		March 2015		March 2025			March 2015		March 2025
	Diverse	10	%	27	%	Female	10	%	36	%
	Non-Diverse	90	%	73	%	Male	90	%	64	%

	Over the past six years, a majority of our Board has turned over

Our Director Nominees

Upon the recommendation of the Governance Committee, the Board has nominated 11 directors for reelection. Each director nominee is standing for election to hold office until the 2026 Annual Meeting of Stockholders and until his or her respective successor has been duly elected and qualified. Each nominee has indicated a willingness to serve as a director.

Under our Bylaws, Board nominees are elected using a majority voting standard for uncontested elections. Under a majority voting standard, in uncontested elections, a nominee for director shall be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Directors are elected by plurality vote in the event of a contested election.

In connection with our stockholder engagement efforts in recent years, we have had discussions with stockholders regarding the composition of our Board and the criteria the Governance Committee considers when nominating candidates for Board positions. The Governance Committee reviews the composition of the Board at least annually in an effort to provide a balance of skills, tenure and experience that best serves the Company and its stockholders. Our Board is now composed of a majority of directors that were first elected on or after March 2018, including two directors who joined the Board in

December 2023 and were first elected by stockholders in March 2024. This process has added fresh perspectives and deepened the Board's diversity of composition, thought and experience. In connection with the appointments of Mses. Reinsdorf and Sandstrom in December 2023, the Governance Committee and the full Board recognized that Ms. Sandstrom's deep real estate industry experience, well developed financial and investment acumen and experience on other public company boards would be valuable additions to our Board. Likewise, the Governance Committee and the Board considered Ms. Reinsdorf's corporate governance expertise as well as her extensive management experience at large and complex U.S. public companies across multiple industries. In addition, both Mses. Sandstrom and Reinsdorf have significant transactional experience and are well versed in management succession planning and related activities, which the Board felt were valuable attributes to bolster on the Board. In recommending these candidates, the Governance Committee specifically considered each individual's current obligations, responsibilities and commitments made to other organizations, including with respect to service on other public company boards, and, following extensive diligence and conversations with each nominee, made an affirmative determination that each of them has sufficient capacity to fully participate in Board activities. The Board believes that, with the addition of Mses. Reinsdorf and Sandstrom, and combined with our existing directors’ deep experience and knowledge of the Company and home building industry, the Board is well positioned to continue leading Toll Brothers as it executes on its strategic priorities.

In connection with the recruitment of Mses. Reinsdorf and Sandstrom, the Board reviewed and adopted a formal over-boarding policy, which is included in the Company's Corporate Governance Guidelines. The policy requires directors to obtain the consent of the Governance Committee before accepting an invitation to serve on another public company board. In such a situation, the Governance Committee will assess the individual circumstances to determine whether service on the other board would create unacceptable regulatory issues or conflicts of interest, impair the director’s ability to fully participate in all Board and committee activities to which the director has been assigned or to otherwise discharge his or her fiduciary duties as a Board member. The Board believes that, due to the substantial variation in time commitments and responsibilities that individuals undertake and that varying boards demand, a case-by-case assessment of individual circumstances is necessary when evaluating whether a director has sufficient capacity to serve on another public company board while remaining on the Board. In these circumstances, the Governance Committee will also take into consideration any over-boarding policies adopted by significant stockholders.

The Governance Committee has reviewed the experience, qualifications and contributions of each of our incumbent director nominees and believes that each nominee continues to bring significant value to the Board and to the Company. Our directors' business experiences, their knowledge and understanding of the Company's operations, governance, personnel, and business ethics gained by them over time, and each of their unique perspectives, insights, and skill sets have led the Governance Committee and the Board to recommend that each director be re-elected to the Board for an additional term of office.

2025 Director Nominees

Set forth below is biographical information about our director nominees.

Douglas C. Yearley, Jr. has been a member of our Board since June 2010. He joined us in 1990, specializing in land acquisitions and project finance. He has been an officer since 1994, holding the position of Senior Vice President from January 2002 until November 2005, and the position of Regional President from November 2005 until November 2009, when he was promoted to Executive Vice President. Since June 2010, he has been our Chief Executive Officer and, in October 2018, he was elected Chairman of the Board. Prior to joining us, Mr. Yearley practiced law in New Jersey as a commercial litigator. In 2024, Mr. Yearley was named to Barron's magazine's annual list of top 25 CEOs. He brings to the Board a deep understanding of our industry and our business as a result of his significant operational and executive roles with the Company, his managerial and leadership experience, and his legal background.

Stephen F. East has been a member of our Board since March 2020. He is a member of the Audit and Risk Committee and the Compensation Committee and the Chair of the Public Debt and Equity

Securities Committee. Prior to his retirement in July 2019, Mr. East served as a Managing Director and Senior Consumer Analyst at Wells Fargo & Company, heading the equity research team that covered the home building and building products sectors. Prior to joining Wells Fargo, he spent four years with Evercore ISI, an independent research firm, as a Partner and Senior Managing Director heading the firm's housing research efforts, and, prior to that, spent nearly two decades in equity research and investment management at various firms. Mr. East is a member of the board of directors of Sezzle Inc., a publicly traded financial technology company, where he chairs each of its audit and risk, nominating and corporate governance and compensation committees. Mr. East holds the Chartered Financial Analyst designation. Mr. East brings valuable experience to the Board in the form of his extensive knowledge of the home building industry, analytical abilities, financial acumen and strategic insights.

Christine N. Garvey has been a member of our Board since September 2009. She is the Chair of the Audit and Risk Committee and a member of the Compensation Committee and Public Debt and Equity Securities Committee. Ms. Garvey was the Global Head of Corporate Real Estate Services at Deutsche Bank AG from 2001 to 2004. Prior to that, she served as Vice President of Worldwide Real Estate and Workplace Resources at Cisco Systems, Inc. and as Group Executive Vice President at Bank of America Corporation. She previously served on the boards of directors of Prologis, Inc. through May 2017, Hilton Hotels Corporation through October 2007 and Healthpeak Properties, Inc. through April 2024. Ms. Garvey brings to the Board her extensive knowledge of and background in real estate and banking and her experience in executive leadership positions and board memberships with various public entities in the national real estate market.

Karen H. Grimes has been a member of our Board since March 2019. She is a member of the Audit and Risk Committee and the Governance Committee. She held the position of Senior Managing Director, Partner, and Equity Portfolio Manager at Wellington Management Company LLP, an investment management firm, from January 2008 through December 2018. Prior to joining Wellington Management Company in 1995, she held the position of Director of Research and Equity Analyst at Wilmington Trust Company, a financial investment and banking services firm, from 1988 to 1995. Before that, Ms. Grimes was a Portfolio Manager and Equity Analyst at First Atlanta Corporation from 1983 to 1986 and at Butcher and Singer from 1986 to 1988. She is a member of the Board of Directors of Tegna Inc., a publicly traded broadcast, digital media and marketing services company, as well as its audit committee and governance, public policy and corporate responsibility committee. She is also a member of the Board of Directors of Corteva, Inc., a publicly traded global agriculture company, where she serves on its audit committee and people and compensation committee. Ms. Grimes holds the Chartered Financial Analyst designation. Ms. Grimes' extensive executive-level experience, leadership abilities, financial acumen, investment expertise, and risk management experience reinforce the Board's abilities in these areas and bring a valuable investor-oriented perspective to the Board.

Derek T. Kan has been a member of our Board since December 2021. He is a member of the Audit and Risk Committee. From December 2020 until its acquisition by Shopify Inc. in July 2022, he was Chief Business Officer at Deliverr, Inc., an e-commerce fulfillment technology company. He is now Vice President, Operations at Shopify. Previously, he held a number of senior positions in the U.S. federal government, including Deputy Director of the White House Office of Management and Budget from June 2019 through December 2020 and Under Secretary at the U.S. Department of Transportation from June 2017 through July 2019, where he served as a principal advisor to the Secretary and spearheaded initiatives involving technology and innovation in the transportation sector. He was also a founding member of the White House COVID Task Force and Operation Warp Speed. Mr. Kan currently serves on the United States Postal Service Board of Governors in a U.S. Senate-confirmed position. Prior to his recent public service, Mr. Kan held various positions focused on emerging technologies, including as the General Manager for Lyft. Earlier in his career, Mr. Kan was a policy advisor to the former Senate Majority Leader and was a Presidential Management Fellow at the White House Office of Management and Budget. Mr. Kan brings to the Board his familiarity and experience with the U.S. federal government, his financial and accounting acumen, and his extensive experience in the area of innovation and the implementation of new technologies.

John A. McLean has been a member of our Board since March 2016. He is Chair of the Compensation Committee and a member of the Governance Committee. Prior to his retirement in 2024, Mr. McLean was a Senior Managing Director of New York Life Investment Management LLC, where he oversaw U.S. distribution. Before joining New York Life in June 2018, Mr. McLean was the Chief Executive Officer and Distribution Principal for Hartford Funds Distributors, a subsidiary of investment firm Hartford Funds, from January 2013 to April 2018. From April 2009 to May 2012, he was the Head of U.S. Retail and Offshore Sales at Eaton Vance Investment Managers, a financial services firm. Prior to that time, Mr. McLean held positions of increasing responsibility at brokerage firm MFS Fund Distributors. He serves on the Board of Trustees of The Gateway to Leadership Foundation. Mr. McLean brings to the Board his expertise in building and leading high performance sales and marketing organizations and his strategic and tactical leadership skills.

Wendell E. Pritchett has been a member of our Board since March 2018. He is a member of the Governance Committee and the Compensation Committee. He is the James S. Riepe Presidential Professor of Law and Education at the University of Pennsylvania. Dr. Pritchett previously served as the Interim President of the University of Pennsylvania from February 2022 to June 2022 and as the University Provost from 2017 to 2021. Dr. Pritchett first joined the University of Pennsylvania Law faculty in 2002 and served as Interim Dean and Presidential Professor from 2014 to 2015 and as Associate Dean for Academic Affairs from 2006 to 2007. A Professor at the University of Pennsylvania Carey School of Law from 2001 to 2009, Dr. Pritchett also served as Chancellor of Rutgers-Camden from 2009 to 2014, and in 2008 served as Deputy Chief of Staff and Director of Policy for Philadelphia Mayor Michael Nutter, who also appointed him to the School Reform Commission, where he served from 2011 to 2014. Dr. Pritchett served as Chair of the Redevelopment Authority of Philadelphia and as President of the Philadelphia Housing Development Corporation from 2008 to 2011. Dr. Pritchett serves on the board of directors of Clarivate plc, a publicly traded information services company, and 26North BDC, Inc., an alternative asset management firm. He also serves as Chair of the Board of Trustees of College Unbound and is a board member of Philadelphia Foundation, LifePoint Health, Minerva University and Reinvestment Fund. He brings to the Board his leadership and administrative skills, expertise in real estate and housing law, and experience as policymaker, political advisor, and leader in nonprofit organizations with a particular focus on urban development.

Judith A. Reinsdorf has been a member of our Board since December 2023. She most recently served as executive vice president and general counsel of Johnson Controls International plc, a global leader in building products and technology and integrated solutions, from September 2016 to November 2017, following its merger with Tyco International plc, where she served as executive vice president and general counsel from March 2007 until September 2016. Prior to that, Ms. Reinsdorf served as General Counsel and Secretary of C.R. Bard, Inc., Vice President and Associate General Counsel of Pharmacia Corporation and Chief Legal Counsel of Monsanto Company. She currently serves on the board of directors of EnPro Inc., an industrial technology company, where she is chair of the nominating and corporate governance committee and a member of each of its board’s other committees, and Nurix Therapuetics, Inc., a biopharmaceutical company, where she is a member of the audit committee and chair of the nominating and corporate governance committees. She is a member of the Board of Trustees of the University of Rochester and is on the board of the New Jersey chapter of the National Association of Corporate Directors. Ms. Reinsdorf’s qualifications to serve on our Board of Directors include her extensive management experience at large and complex U.S. public companies across multiple industries, her expertise in corporate governance, risk management and legal matters, and her transactional experience in areas including acquisitions, divestitures, integrations and management transitions.

Katherine M. Sandstrom has been a member of our Board since December 2023. She is the chair of the board of Healthpeak Properties, Inc., a leading owner, operator and developer of real estate for healthcare discovery and delivery. She served as an advisor from July 2018 to March 2019 and as senior managing director and global head of Heitman LLC’s public real estate securities business from 2013 to 2018. Ms. Sandstrom joined Heitman, a real estate management firm, in 1996 and held several senior leadership positions across multiple facets of the institutional real estate investment industry. Additionally,

she served on the firm’s global management committee, the board of managers and the allocation committee. Ms. Sandstrom also serves on the boards of EastGroup Properties, Inc., a REIT, since July 2020 and Urban Edge Properties, also a REIT, since October 2022. She is a certified public accountant. Ms. Sandstrom’s qualifications to serve on our Board of Directors include her substantial leadership positions at Heitman LLC and her more than 20 years of real estate finance and investment experience. She has an extensive background overseeing buy-side investment teams for real estate securities, strategies and assets. In addition, she has extensive experience on boards of other public companies.

Paul E. Shapiro has been a member of our Board since December 1993. He is Chair of the Governance Committee and a member of the Audit and Risk Committee. Mr. Shapiro is the former Chairman of the board of directors of Q Capital Holdings LLC, an investment management firm he joined in 2004. From January 2004 to June 2004, Mr. Shapiro was Senior Vice President of MacAndrews & Forbes Holdings, Inc., a private holding company of operating businesses. Beginning in 1994, Mr. Shapiro held positions as Chief Administrative Officer of each of Revlon, Inc. and Sunbeam Corporation, and general counsel of each of Coleman Company, Inc. and Marvel Entertainment, Inc. Prior to that, he practiced corporate and securities law as a managing shareholder of the Palm Beach County office of Greenberg Traurig LLP and was a partner in Wolf, Block, Schorr and Solis-Cohen LLP. He brings to the Board his extensive business experience in executive positions with various nationally known companies, which he has served in a wide variety of capacities that have drawn upon his legal and entrepreneurial skills, including those in the areas of corporate governance and the corporate regulatory environment.

Scott D. Stowell has been a member of our Board since November 2021. He is Lead Independent Director and a member of the Governance Committee. He is the President and Chief Executive Officer of Capital Thirteen LLC, a company he founded that specializes in advisory, real estate investment, and angel investing. From 2015 to 2018, he served as executive chairman of CalAtlantic Group, Inc., the 5th largest U.S. home builder in 2017, and oversaw the merger of CalAtlantic with Lennar Corporation. Mr. Stowell served on the Board of Directors of Lennar from 2018 until April 2021. From 2012 to 2015, he served as Chief Executive Officer of Standard Pacific Homes, which he joined in 1986, and oversaw its merger in 2015 with the Ryland Group, resulting in the creation of CalAtlantic. Mr. Stowell serves on the Board of Pacific Mutual Holding Company, where he currently serves on the compensation and personnel committee (as Chair) and the governance and nominating committee. In November 2024, he was appointed to the Board of Directors of Federal National Mortgage Association (Fannie Mae). He also serves on the executive committees of HomeAid America and the First Point Volleyball Foundation. Mr. Stowell brings to the Board a wealth of experience in the home building industry, as well as significant leadership abilities and managerial experience gained from his years as a Chief Executive Officer and Chairman of publicly traded home builders.

The table below summarizes certain key qualifications, characteristics and skills of each director nominee that were relevant to the decision to nominate him or her to serve on the Board. The lack of a mark does not mean the director does not possess that qualification or skill; rather, a mark indicates a specific area of focus or expertise on which the Board relies most heavily.

Key Qualifications, Characteristics and Skills of Our Director Nominees

Name

Leadership

Industry

Operating and Investment

Accounting
and
Financial

Business Development and Marketing

Corporate Governance and Law

Other Boards

Douglas C. Yearley, Jr.

●

Stephen F. East

●

Christine N. Garvey

●

Karen H. Grimes

●

Derek T. Kan

●

John A. McLean

●

Wendell E. Pritchett

●

Judith A. Reinsdorf

●

Katherine M. Sandstrom

●

Paul E. Shapiro

●

Scott D. Stowell

●

Gender diversity:

36% women

Racial / ethnic diversity:

27% diverse

Required Vote

Each director nominee is elected by a majority of the votes cast at the Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ALL NOMINEES.

PROPOSAL TWO—RATIFICATION OF THE RE-APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As part of its oversight of the Company’s relationship with our independent auditors, the Audit and Risk Committee (the "Audit Committee") reviews annually our independent auditors’ qualifications, performance, and independence. Based on the results of this review, the Audit Committee re-appointed Ernst & Young LLP to serve as the Company’s independent auditors for the fiscal year ending October 31, 2025. Ratification is being sought at the Meeting in a non-binding vote of stockholders. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of Ernst & Young LLP to our stockholders for ratification because we value our stockholders' views on the Company’s independent auditors. Ernst & Young LLP has served as our independent auditor since 1983, and we believe that the continued retention of Ernst & Young LLP is in the best interests of the Company. If our stockholders fail to ratify the selection, it will be considered notice to the Board and Audit Committee to consider the selection of a different firm.

A representative of Ernst & Young LLP is expected to be present at the Meeting, will be afforded the opportunity to make a statement, and is expected to be available to respond to appropriate questions. We have been advised by Ernst & Young LLP that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in us or our subsidiaries.

Audit and Non-Audit Fees

The following table sets forth the fees earned for services rendered by Ernst & Young LLP for professional services for the fiscal years ended October 31, 2024 and 2023:


	2024		2023

Audit Fees (1)	$	2,210,250	$	2,210,000
Audit-Related Fees	—		—
Tax Fees (2)	34,750		—
All Other Fees	—		—
	$	2,245,000	$	2,210,000

(1)“Audit Fees” include fees billed for (a) the audit of the Company and its consolidated subsidiaries, (b) the audit of the Company’s internal control over financial reporting, (c) the review of quarterly financial information, and (d) the issuance of consents in filings with the SEC.

(2)“Tax Fees” consist of tax consulting fees related to the evaluation of transactional matters.

The Audit Committee meets and agrees upon the annual audit fee directly with our independent auditors. The Audit Committee also establishes pre-approved limits for which our management may engage our independent auditors for specified services. Any work that exceeds these pre-approved limits for the specified services in a quarter requires the advance approval of the Audit Committee. Each quarter the Audit Committee reviews the matters worked on by the independent auditors during the previous quarter and establishes any pre-approved limits for the current quarter. The Audit Committee also reviews and approves the compatibility of any proposed non-audit services, including tax services, with Ernst & Young LLP’s independence. The Audit Committee reviewed and pre-approved the services provided by Ernst & Young LLP and approved the fees paid to Ernst & Young LLP for all services for fiscal 2024.

Required Vote

To be approved, this proposal must receive an affirmative majority of the votes cast on the proposal at the Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL TWO.

PROPOSAL THREE—ADVISORY AND NON-BINDING VOTE

ON EXECUTIVE COMPENSATION (SAY ON PAY)

In the most recent advisory vote, our stockholders voted in favor of the annual submission of the Company’s compensation of its NEOs to our stockholders for approval on a non-binding basis, and our Board has adopted this approach. In accordance with the outcome of those stockholder votes and regulations under Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are including in this proxy statement a separate resolution, subject to a non-binding stockholder vote, to approve the compensation of our NEOs as disclosed in this proxy statement.

Our executive compensation program has consistently received strong support from our stockholders. The results of our Say on Pay votes held over the past five years are as follows:


Annual Meeting Year						Stockholder Support on Say on Pay Vote

2024						96%
2023						95%
2022						96%
2021						98%
2020						97%

We conduct an annual outreach to our largest stockholders and proxy advisory firms to receive feedback regarding, among other matters, our executive compensation program. During fiscal 2024 and 2025, we solicited feedback from investors representing well over half of our outstanding shares. We value our stockholders' perspective on our business and are committed to continuing the constructive dialogue that we have established with our stockholders over time.

Our Compensation Committee has developed and maintained a compensation program that is intended to reward performance and to encourage actions that drive success in our short- and long-term business strategy, which is described in the “Compensation Discussion and Analysis” and the compensation tables (and accompanying narrative) on pages 30 to 60. In determining fiscal 2024 compensation for our NEOs, the Compensation Committee considered Company performance in fiscal 2024 and our management’s contributions to the achievements in fiscal 2024 set forth in the “Compensation Discussion and Analysis.”

We are asking our stockholders to approve, in a non-binding vote, the following resolution in respect of this Proposal Three:

“RESOLVED, that the stockholders approve, in a non-binding vote, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the 'Compensation Discussion and Analysis' included in this proxy statement and the related compensation tables and narrative discussion."

Required Vote

To be approved, this proposal must receive an affirmative majority of the votes cast on the proposal at the Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL THREE.

PROPOSAL FOUR—APPROVAL OF AMENDMENT TO THE TOLL BROTHERS, INC. SECOND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED

The Board has approved an amendment to our Second Restated Certificate of Incorporation, as amended (the "Certificate"), to provide that a majority, rather than 66-2/3%, of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class, may remove any director from office, with or without cause.

Article Five, Part IV of our Certificate currently provides that a vote of 66-2/3% of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class, may remove any director from office, with our without cause. In June 2023, the Board approved amendments to our By-laws that, among other things, provided that any director may be removed by the holders of a majority of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class. The proposed amendment to the Certificate is intended to conform our Certificate with our By-laws, and to align the Certificate with current requirements of Delaware law, as articulated in decisions by the Delaware Court of Chancery. The proposed amendment, if approved, would remove potential confusion regarding the applicable director removal voting standard.

In order to align our Certificate with our By-laws and Delaware law as articulated in decisions of the Delaware Court of Chancery, our Board has approved and declares advisable, an amendment to the Certificate to provide for removal of directors by the affirmative vote of a "majority," rather than "66-2/3%" of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class. The proposed amendment to our Certificate is set forth in Annex A to this proxy statement with deletions indicated by strikeouts and additions indicated by underlining.

Required Vote

To be approved, the votes that our stockholders cast “FOR” this proposal must equal at least 66 2/3% of shares entitled to vote generally in the election of directors. Because the vote requirement references shares entitled generally in the election of directors, rather than votes cast, abstentions and broker non-votes will have the effect of an "against" vote. The amendment, if adopted, would become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware incorporating the amendment, which we would expect to do as soon as practicable after the amendment is adopted. If our stockholders do not adopt the proposed amendments to the Certificate, it will remain in effect in its current form.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL FOUR.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of October 31, 2024, our fiscal year end, with respect to compensation plans (including individual compensation arrangements) under which the Company’s equity securities are authorized for issuance. There are no plans that have not been approved by stockholders.


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)	Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights(2)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

	(a)	(b)		(c)
	(In thousands)			(In thousands)
Equity compensation plans approved by security holders	2,390	$	36.27	3,154
Equity compensation plans not approved by security holders	—	—		—
Total	2,390	$	36.27	3,154

(1)Amount includes 1,691,000 shares and 698,000 shares underlying RSUs and stock options, respectively, outstanding as of October 31, 2024. The amount of performance-based RSUs ("PRSUs"), which is included in the RSU amount, reflects the maximum number of shares that could be issued under awards granted in fiscal 2024 and 2023 as to which performance had not been determined as of October 31, 2024, as further described under "Fiscal 2024 Long-Term Incentive Compensation - Fiscal 2024 Performance-Based RSUs" on page 40.

(2)The weighted-average exercise price does not take into account 1,691,000 shares underlying RSUs outstanding as of October 31, 2024.

CORPORATE GOVERNANCE

Our Board is committed to sound corporate governance policies that enable our Company to operate ethically and with integrity, and which promote long-term value creation for our stockholders and other stakeholders. Our approach to corporate governance has been to implement policies that enable the success of our strategy and business objectives, are rooted in a robust ongoing dialogue with our stockholders, and are inspired by best practices. Consistent with this approach, we continue to build upon a strong framework of corporate governance policies and practices, including the items summarized below:


Strong Independent Leadership
Independence						A majority of our directors must be independent. All of our director nominees other than Mr. Yearley, our Chairman and Chief Executive Officer ("CEO"), are independent, and all of our Committees consist exclusively of independent directors.
Lead Independent Director						Whenever our CEO is also the Chair of the Board, we require a Lead Independent Director position with specific responsibilities to provide independent oversight of management. Both the Lead Independent Director and the Chair of the Board are elected annually by our Board. Mr. Stowell, our current Lead Independent Director, was first appointed to this role in March 2024.
Commitment to Board refreshment						The Governance Committee continually assesses the composition of the Board, including a review of Board size, diversity and the skills and qualifications represented on the Board, as well as director tenure. Recognizing the importance of continued Board refreshment, a majority of our Board has turned over since March 2018. This has deepened the diversity of the Board's composition, thought and experience, and brought fresh perspectives to its already strong membership.
Stockholder Engagement
Proactive engagement						We aim to maintain an active dialogue with our stockholders to ensure a diversity of perspectives is thoughtfully considered on a broad range of issues including strategy, business performance, corporate governance, risk and compensation practices, and other environmental, social, and governance concerns. We conduct an annual outreach to our largest stockholders and proxy advisory firms to receive feedback regarding these matters.
Availability of independent directors						We make our lead independent director and other independent directors available, as appropriate, for engagements with our top stockholders.
Accountability to Stockholders
Board evaluations and refreshment						The Board and its committees regularly evaluate their performance and composition. These evaluations, including assessments of the skills, qualifications and diversity of Board members, are considered in light of the Company’s business strategy and operations and the anticipated makeup of the Board following potential director retirements to identify the desired characteristics of future Board members.
Director commitments						Directors are expected to ensure that other commitments, including outside board memberships, do not interfere with their duties and responsibilities as members of the Company’s Board. The Board recently updated its Corporate Governance Guidelines to make clear that members of the Board must pre-clear any invitation to serve on another public company board with the Governance Committee, which will consider on a case-by-case basis any potential conflicts or overboarding issues.


Annual elections						All directors are elected annually.
Majority voting standard						Our bylaws require that any director be elected by a “majority of votes cast” in uncontested director elections. In other words, each director must receive more votes “For” his or her election than votes “Against” in order to be elected.
Director resignation policy						An incumbent director that does not meet the majority voting standard must promptly offer to resign. The Governance Committee will consider the resignation offer and make a recommendation as to whether the Board should accept the resignation.
Voting Rights that are Proportionate to Economic Interests
Single voting class						Toll Brothers has a single class of voting stock outstanding.
One share, one vote						Each share of common stock is entitled to one vote.
Management, Human Capital and Risk Oversight
Management development and succession planning						Our Board regularly reviews management development and succession planning, in particular with respect to the CEO role.
Human capital management						We believe our employees are among our most important resources and are critical to our continued success. We focus significant attention on attracting and retaining talented and experienced individuals to manage and support our operations, and our management team routinely reviews employee turnover rates and employee engagement and satisfaction surveys at various levels of the organization.
Risk oversight						Our Board and its committees devote significant time and effort to understanding and reviewing enterprise risks. This includes oversight of our Company’s strategy and reputation as well as a review of risks related to financial reporting, compensation practices, succession matters and cybersecurity, among other risks.
Compensation Governance
Pay program tied to performance						A majority of our CEO's pay is long-term and at-risk with no guaranteed bonuses or salary increases. The Compensation Committee has identified performance goals that underpin our strategy and has incorporated those goals into executive compensation plans to serve as drivers of incentive awards.
Stock ownership guidelines						Stock ownership guidelines align executive and director interests with those of stockholders. These guidelines require our CEO to retain qualifying equity equal to six times his annual base salary (three times for other executive officers), and for our Board members to retain qualifying equity equal to five times their annual base cash retainer.
Hedging and pledging prohibition						We prohibit all hedging, pledging and transactions in derivatives related to Toll Brothers securities for all directors and executives.
Clawbacks						The Company is required to recover certain incentive-based compensation erroneously awarded to current or former executive officer based on financial reporting measures that are required to be restated, pursuant to a policy that is compliant with Section 303A.14 of the NYSE Listed Company Policy. This policy also applies to certain employees below the level of executive officer at the discretion of the Board's Compensation Committee.
No tax gross-ups						We do not pay tax gross-ups on payments to executives.

Corporate Governance Guidelines and Practices

The Board has adopted Corporate Governance Guidelines, which describe the Board’s views on a number of governance topics. The guidelines are posted on our website at www.tollbrothers.com under “Investor Relations: Corporate Governance.” The Board most recently updated these guidelines to formalize its over-boarding policy. The policy requires directors to obtain the consent of the Governance Committee before accepting an invitation to serve on another public company board. In such a situation, the Governance Committee will assess the individual circumstances to determine whether service on the other board would create unacceptable regulatory issues or conflicts of interest, impair the director’s ability to fully participate in all Board and committee activities to which the director has been assigned or to otherwise discharge his or her fiduciary duties as a Board member. The Board believes that, due to the substantial variation in time commitments and responsibilities that individuals undertake and that varying boards demand, a case-by-case assessment of individual circumstances is necessary when evaluating whether a director has sufficient capacity to serve on another public company board while remaining on the Board. In these circumstances, the Governance Committee will also take into consideration any over-boarding policies adopted by significant stockholders.

Leadership Structure

Under the Company's bylaws, the Board selects its Chair in the manner it determines to be in the best interest of the Company. Mr. Douglas C. Yearley, Jr., a Board member and our CEO since June 2010, is Chairman of the Board. In choosing to combine the Chairman and CEO role under Mr. Yearley, the Board considered Mr. Yearley's in-depth knowledge of the home building industry generally and his thorough understanding of the Company's operations and the risks it faces; his long tenure with the Company and on the Board; the composition of the Board and the tenure of its members; and the Company's governance structure, including a strong Lead Independent Director and well-functioning Board committees composed entirely of independent directors. The Board also considered that combining the roles of Chairman and CEO would provide a clear leadership structure for our management team while allowing Mr. Yearley to continue serving as a vital link between management and the Board. This structure allows the Board to perform its oversight role with the benefit of management's perspective on our business strategy and all other aspects of the business.

As Chairman and CEO, Mr. Yearley is responsible for our day-to-day operations and for formulating and executing our long-term strategies in collaboration with the Board. Mr. Yearley collaborates with our Lead Independent Director in developing Board schedules and agendas. Since March 2024, Mr. Stowell, the former CEO of several publicly traded home builders and a Board member since 2021, has served as our Lead Independent Director. The Lead Independent Director helps ensure that there is an appropriate balance between management and the non-executive directors and that the non-executive directors are fully informed and able to discuss and contribute to the issues that they deem important. The role of the Lead Independent Director includes:

•presiding over all executive sessions and other meetings of the independent directors;

•acting as principal liaison between the Chairman and CEO and the non-executive directors;

•leading the process for evaluating the Board and the committees of the Board;

•participating in the communication of sensitive issues to the other directors;

•performing such other duties as the Board may deem necessary and appropriate from time to time; and

•serving as the director whom stockholders may contact.

Codes of Business Conduct and Ethics

The Company has adopted a Code of Ethics and Business Conduct which applies to all employees and vendors, as well as a Code of Ethics for Members of the Board of Directors. These codes of ethics are available on our website at www.tollbrothers.com under “Investor Relations: Corporate Governance.” The Governance Committee is responsible for reviewing any proposed changes to these documents.

Director Independence

Under the NYSE rules and the standards adopted by the Board, a director is not “independent” unless the Board affirmatively determines that the director has no direct or indirect material relationship with the Company. In addition, the director must meet the requirements for independence set forth by the NYSE rules.

The Board has established categorical standards of director independence to assist it in making independence determinations. These standards, which are described below, set forth certain relationships between us and the directors, and their immediate family members or entities with which they are affiliated, that the Board, in its judgment, has determined to be material in assessing a director’s independence. The standards applied by the Board in affirmatively determining whether a director is “independent” provide that a director is not independent if:

(1) the director is, or has been within the last three years, our employee; or an immediate family member (defined as including a person’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone, other than domestic employees, who shares such person’s home) of such director is, or has been within the last three years, one of our executive officers;

(2) the director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 per year in direct compensation from us, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

(3) (a) the director is a current partner or employee of our external auditor; (b) the director has an immediate family member who is a current partner of such firm; (c) the director has an immediate family member who is a current employee of such firm and personally works on our audit; or (d) the director or an immediate family member was, within the last three years, a partner or employee of such firm and personally worked on our audit within that time;

(4) the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company’s compensation committee;

(5) the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to or received payments from us for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1.0 million or two percent of such other company’s consolidated gross revenues; or

(6) the director or an immediate family member is, or within the past three years has been, an affiliate of another company in which, in any of the last three years, any of our present executive officers directly or indirectly either: (a) owned more than five percent of the total equity interests of such other company, or (b) invested or committed to invest more than $900,000 in such other company.

The Board annually reviews the independence of all directors and director nominees. The Board, in applying the above-referenced standards, has affirmatively determined that all of our directors and director nominees, other than Mr. Yearley, are independent. As part of the Board’s process in making such

determination, the Board determined that all of the above-cited objective criteria for independence are satisfied, and that no independent director has any material relationship with us that could interfere with his or her ability to exercise independent judgment.

Compensation Committee Interlocks and Insider Participation

None of the members who served on the Compensation Committee during the fiscal year ended October 31, 2024 has ever been an officer or employee of the Company or its subsidiaries. None of the members has any relationship required to be disclosed under this caption under the rules of the SEC.

Stockholder Engagement

We believe that effective corporate governance should include regular constructive conversations with our stockholders to proactively seek stockholder insights and to answer stockholder inquiries. We aim to maintain an active dialogue with our stockholders to ensure a diversity of perspectives is thoughtfully considered on a broad range of issues including strategy, business performance, corporate governance, risk and compensation practices, and other environmental, social, and governance concerns. During fiscal 2024 and 2025, we solicited feedback from investors representing well over half of our outstanding shares. We value our stockholders' perspective on our business and are committed to continuing the constructive dialogue that we have maintained in recent years. In addition, throughout the year our Investor Relations group and other members of senior management engage with our stockholders to ensure that an ongoing and open avenue of communication is maintained.

Communication with the Board

Any person who wishes to communicate with the Board or specific individual directors, including the Lead Independent Director or the independent directors as a group, may do so by directing a written request addressed to such directors or director in care of the Corporate Secretary, Toll Brothers, Inc., at 1140 Virginia Drive, Fort Washington, Pennsylvania 19034. In accordance with instructions from the Board, the Corporate Secretary reviews all correspondence, organizes the communications for review by the Board and forwards communications to the full Board or individual directors, as appropriate. The Company's independent directors have requested that certain items that are unrelated to the Board's duties, such as spam, junk mail, mass mailings, and solicitation and job inquiries, not be forwarded. Communications that are intended specifically for the Lead Independent Director, or any other independent director, should be sent to the street address noted above to the attention of the Corporate Secretary.

Committees of the Board and Meetings

The Board currently has the following standing committees: Audit and Risk Committee; Executive Compensation Committee; Nominating and Corporate Governance Committee; and Public Debt and Equity Securities Committee. The following table lists our four Board committees, as well as the current chairs and membership of each committee.

Name

Independent

Audit and Risk Committee

Executive Compensation
Committee

Nominating
& Corporate
Governance
Committee

Public Debt & Equity
Securities
Committee

Douglas C. Yearley, Jr.

Stephen F. East

●

Christine N. Garvey

●

Karen H. Grimes

●

John A. McLean

●

Derek T. Kan

●

Wendell E. Pritchett

●

Judith A. Reinsdorf

●

Katherine M. Sandstrom

●

Paul E. Shapiro

●

Scott D. Stowell

●

C-Chair M-Member

Audit and Risk Committee

The Audit Committee is, and since March 2024 has been, composed of Christine N. Garvey (Chair), Stephen F. East, Karen H. Grimes, Derek T. Kan and Paul E. Shapiro, each of whom has been determined by the Board to meet the standards of independence required of audit committee members by the NYSE and applicable SEC rules. The Board has also determined that all members of the Audit Committee are financially literate, and that Stephen F. East, Christine N. Garvey, Karen H. Grimes and Derek T. Kan possess accounting and related financial management expertise within the meaning of the listing standards of the NYSE and are “audit committee financial experts” within the meaning of the applicable SEC rules. For a description of each of their relevant experiences, see “Proposal One—Election of Directors” on page 8.

The duties and responsibilities of the Audit Committee are set forth in its charter, which may be found at www.tollbrothers.com under “Investor Relations: Corporate Governance,” and include, among other things:

•discharging the Board’s responsibilities relating to the quality and integrity of our financial statements;

•overseeing our compliance with legal and regulatory requirements;

•overseeing risk oversight and assessment;

•the appointment, qualifications, performance and independence of the independent registered public accounting firm;

•pre-approval of all audit engagement fees and terms, all internal-control related services, and all permitted non-audit engagements (including the terms thereof) with the independent auditor;

•review of the performance of our internal audit function; and

•management of the Company’s significant risks and exposures, including strategic, operational, compliance, and reporting risks.

The duties of the Audit Committee with respect to oversight of the Company’s financial reporting process are described more fully on page 66 under “Audit and Risk Committee Report.” During fiscal

2024, the Audit Committee held 11 meetings. All of its meetings were attended by representatives from Ernst & Young LLP, our independent registered public accounting firm. The Audit Committee meets regularly in executive session with the company’s Chief Audit Officer (who oversees our internal audit function) and our independent registered public accounting firm.

Executive Compensation Committee

The Compensation Committee is, and since March 2024 has been, composed of John A. McLean (Chair), Stephen F. East, Christine N. Garvey and Wendell E. Pritchett, each of whom has been determined by the Board to meet the NYSE’s standards for independence required of compensation committee members. In addition, each committee member qualifies as a “Non-Employee Director” as defined in Rule 16b-3 under the Exchange Act.

The duties and responsibilities of the Compensation Committee are set forth in its charter, which may be found at www.tollbrothers.com under “Investor Relations: Corporate Governance,” and include, among other things:

•establishing our compensation philosophy and objectives;

•overseeing the implementation and development of our compensation programs;

•annually reviewing and approving corporate goals and objectives relevant to the compensation of the CEO;

•evaluating the performance of the CEO in light of those goals and objectives and determining the CEO’s compensation level based on these evaluations;

•reviewing and approving all elements and levels of compensation for our executive officers and any other officers recommended by the Board;

•discussing the results of the stockholder advisory vote on Say on Pay;

•making recommendations to the Board with respect to incentive compensation plans and equity-based plans;

•administering (in some cases, along with the Board) all of our stock-based compensation plans, as well as the Company's other incentive compensation plans for executive officers and its Supplemental Executive Retirement Plan ("SERP");

•reviewing and approving, or making recommendations to the full Board regarding, equity-based awards; and

•reviewing our regulatory compliance with respect to compensation matters.

In fulfilling its responsibilities, the Compensation Committee may delegate any or all of its responsibilities to a subcommittee of the committee. For a discussion concerning the process and procedures for determining executive compensation and the role of executive officers and compensation consultants in determining or recommending the amount or form of compensation, see the “Compensation Discussion and Analysis” beginning on page 30. The Compensation Committee held five meetings during fiscal 2024. During fiscal 2024, the Compensation Committee's independent compensation consultant and its affiliates did not provide any services to the Company or its affiliates other than advising the Compensation Committee on executive officer compensation.

Nominating and Corporate Governance Committee

The Governance Committee is, and since March 2024 has been, composed of Paul E. Shapiro (Chair), Karen H. Grimes, John A. McLean, Wendell E. Pritchett and Scott D. Stowell, each of whom has been determined by the Board to meet the NYSE’s standards for independence.

The duties and responsibilities of the Governance Committee are set forth in its charter, which may be found at www.tollbrothers.com under “Investor Relations: Corporate Governance,” and include, among other things:

•identifying individuals qualified to become members of the Board and recommending to the Board the nominees for election to the Board;

•establishing procedures for submission of recommendations or nominations