8-K - TOL - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 9, 2025

Toll Brothers, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-09186		23-2416878
(State or Other Jurisdiction<br>of Incorporation)	(Commission<br>File Number)		(IRS Employer<br>Identification No.)
1140 Virginia Drive	Fort Washington	PA	19034
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (215) 938-8000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	TOL	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02. Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Agreements of Certain Officers

On July 9, 2025, Martin P. Connor notified Toll Brothers, Inc. (the “Company”) of his decision to retire as Senior Vice President and Chief Financial Officer of the Company effective October 31, 2025. The Company has announced that Gregg Ziegler, who currently serves as Senior Vice President, Investor Relations & Treasurer, has been promoted to Executive Vice President and Chief Financial Officer of the Company effective November 1, 2025.

Mr. Ziegler, age 53, joined the Company in 2002 as an Assistant Finance Director within the Finance and Investor Relations department. He held various roles of increasing responsibilities before being promoted to Senior Vice President in 2010 and to the position of Treasurer in 2013. In May 2024, Mr. Ziegler assumed additional responsibilities as head of the Investor Relations department. In his current role, he leads the teams responsible for investor relations, capital markets, mergers and acquisitions, corporate strategy, land financing activities and financial planning and analysis. Prior to joining the Company, Mr. Ziegler was a principal at Katalyst, a venture capital and private equity firm. From 1997 to 2000, he was an associate with Berwind Corporation, a family-owned investment management company. For the two years prior to that, he worked at PricewaterhouseCoopers. Mr. Ziegler holds a Bachelor of Science degree in Accounting and a Master of Business Administration from Villanova University.

As Executive Vice President and Chief Financial Officer, Mr. Ziegler will report directly to the Chairman and Chief Executive Officer and will be responsible for the Company’s accounting, treasury & finance, tax, investor relations, risk management, internal audit, mortgage, title and information technology functions. Effective upon his promotion, the Executive Compensation Committee (the “Committee”) of the Company’s Board of Directors has approved Mr. Ziegler’s compensation as follows:

•An annual base salary of $875,000;

•Participation in the Company’s fiscal 2026 annual cash incentive bonus plan, with a targeted incentive award of $1,270,000;

•Participation in the Company’s long-term equity incentive award program, with an annual equity award expected to have a total grant date fair value of $1,355,000, which will be made under the the Company’s 2019 Omnibus Incentive Plan (as previously filed with the SEC) and with specific terms and conditions to be determined by the Committee at the time of, and in accordance with, the Company’s normal equity grant practices;

•Eligibility to participate in all other regular compensation arrangements for the Company’s executive officers, including participation as an “Executive Officer Other than the Chief Executive Officer” under the Company’s Executive Severance Plan (as previously filed with the SEC) and participation in the Company’s Supplemental Executive Retirement Plan (as previously filed with the SEC) at a level to be determined by the Committee.

The Company also intends to enter into an Indemnification Agreement with Mr. Ziegler on the Company’s standard form for its executive officers, as previously filed with the SEC.

There are no arrangements or understandings between Mr. Ziegler and any other person pursuant to which Mr. Ziegler was selected as an officer, and there are no family relationships between Mr. Ziegler and any director or other officer of the Company. Mr. Ziegler does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Following his retirement as CFO, Mr. Connor is expected to remain with the Company as a senior advisor for the one-year period ending October 31, 2026. As a senior advisor, in addition to supporting a smooth transition of CFO responsibilities, Mr. Connor will provide strategic advice and support to Mr. Ziegler and the rest of the executive team. He is expected to receive total compensation of $2,500,000 in this role, half of which would be paid in the form of periodic cash payments and half of which would be made in the form of a long-term equity award granted at the time of, and in accordance with, the Company’s normal equity grant practices, provided that shares underlying such award would be deliverable at the end of a four-year hold period (except for immediate delivery upon Mr. Connor’s earlier death or disability).

ITEM 8.01 Other Events

A copy of the Company’s press release dated July 10, 2025, announcing the events described under Item 5.02 above is included in this filing as Exhibit 99.1.

ITEM 9.01. Financial Statements and Exhibits

(d). Exhibits

The following Exhibits are furnished as part of this Current Report on Form 8-K:

Exhibit

No. Item

99.1* Press release of Toll Brothers, Inc. dated July 10 , 2025.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed electronically herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		TOLL BROTHERS, INC.
Dated:	July 11, 2025	By:	/s/ Michael J. Grubb
			Michael J. Grubb<br>Senior Vice President,<br>Chief Accounting Officer

Document

EXHIBIT 99.1

IMMEDIATE RELEASE CONTACT: Heather Reeves (215) 328-7634

July 10, 2025 hreeves@tollbrothers.com

Toll Brothers Announces Gregg Ziegler to Succeed Marty Connor as CFO

FORT WASHINGTON, Pa., July 10, 2025 -- Toll Brothers, Inc. (NYSE: TOL) (TollBrothers.com) announced today that Gregg Ziegler, Senior Vice President, Investor Relations & Treasurer and 23-year company veteran, will succeed Marty Connor as Chief Financial Officer at the end of the Company’s fiscal year on October 31, 2025. Following his retirement, Mr. Connor will continue to serve the Company as a senior advisor for a one-year period. During this time, in addition to supporting a smooth transition of CFO responsibilities, he will provide strategic advice and support to Mr. Ziegler and the rest of the executive team.

Upon his promotion, Mr. Ziegler will report directly to Chairman and Chief Executive Officer Douglas C. Yearley, Jr. and assume responsibility for the Company’s accounting, treasury & finance, tax, investor relations, risk management, internal audit, mortgage, title and information technology functions.

“During his 17 years with Toll Brothers, Marty has been an outstanding leader, business partner and financial steward. He has played a central role creating value for our stakeholders and we look forward to continuing to benefit from his perspective and expertise as a senior advisor. Marty has built a deep bench of talent within our financial organization, and we are pleased to have a strong leader in Gregg Ziegler ready to step into this important role. Given his extensive experience in our finance department, strong partnership with our operations teams, and long-term relationships on Wall Street, Gregg has an unmatched understanding of our business, and I am confident that he is the right leader to continue our track record of financial success,” said Yearley.

In his current role, Mr. Ziegler has responsibility for the Company’s investor relations, capital markets, mergers and acquisitions, corporate strategy, land financing activities and financial planning and analysis functions. He began his career at Toll Brothers in 2002 as an Assistant Finance Director within the Finance and Investor Relations department and has held various roles of increasing responsibilities since then. In 2010, Mr. Ziegler was promoted to Senior Vice President and was appointed Treasurer in 2013. In May 2024, he assumed additional responsibilities as head of the Investor Relations department. Mr. Ziegler holds a Bachelor of Science degree in Accounting and a Master of Business Administration degree from Villanova University.

ABOUT TOLL BROTHERS

Toll Brothers, Inc., a Fortune 500 Company, is the nation’s leading builder of luxury homes. The Company was founded 58 years ago in 1967 and became a public company in 1986. Its common stock is listed on the New York Stock Exchange under the symbol “TOL.” The Company serves first-time, move-up, empty-nester, active-adult, and second-home buyers, as well as urban and suburban renters. Toll Brothers builds in over 60 markets in 24 states: Arizona, California, Colorado, Connecticut, Delaware, Florida, Georgia, Idaho, Indiana, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York, North Carolina, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia, and Washington, as well as in the District of Columbia. The Company operates its own architectural, engineering, mortgage, title, land development, insurance, smart home technology, and landscape subsidiaries. The Company also develops master-planned and golf course communities as well as operates its own lumber distribution, house component assembly, and manufacturing operations.

Toll Brothers has been one of Fortune magazine's World’s Most Admired Companies™ for 10+ years in a row, and in 2024 the Company’s Chairman and CEO Douglas C. Yearley, Jr. was named one of 25 Top CEOs by Barron’s magazine. Toll Brothers has also been named Builder of the Year by Builder magazine and is the first two-time recipient of Builder of the Year from Professional Builder magazine. For more information visit TollBrothers.com.

Toll Brothers discloses information about its business and financial performance and other matters, and provides links to its securities filings, notices of investor events, and earnings and other news releases, on the Investor Relations section of its website (investors.TollBrothers.com).

FORWARD LOOKING STATEMENT

This release contains or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. One can identify these statements by the fact that they do not relate to matters of a strictly historical or factual nature and generally discuss or relate to future events. These statements contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “can,” “could,” “might,” “should,” “likely,” “will,” and other words or phrases of similar meaning. Such statements may include, but are not limited to, information related to: market conditions; mortgage rates; inflation rates; demand for our homes; our build- to-order and quick move-in home strategy; sales paces and prices; effects of home buyer cancellations; our strategic priorities; growth and expansion; our land acquisition, land development and capital allocation priorities; anticipated operating results; home deliveries; financial resources and condition; changes in revenues, profitability, margins and returns; changes in accounting treatment; cost of revenues, including expected labor and material costs; availability of labor and materials; selling, general and administrative expenses; interest expense; inventory write- downs; home warranty and construction defect claims; unrecognized tax benefits; anticipated tax refunds; joint ventures in which we are involved; anticipated results from our investments in unconsolidated entities; our ability to acquire land and pursue real estate opportunities; our ability to gain approvals and open new communities; our ability to market, construct and sell homes and properties; our ability to deliver homes from backlog; our ability to secure materials and subcontractors; our ability to produce the liquidity and capital necessary to conduct normal business operations or to

expand and take advantage of opportunities; the outcome of legal proceedings, investigations, and claims; management succession plans; and the impact of public health or other emergencies.

Any or all of the forward-looking statements included in this release and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements. This can occur as a result of incorrect assumptions or as a consequence of known or unknown risks and uncertainties. Therefore, we caution you not to place undue reliance on our forward-looking statements. The major risks and uncertainties - and assumptions that are made - that affect our business and may cause actual results to differ from these forward-looking statements include, but are not limited to:

•the effect of general economic conditions, including employment rates, housing starts, interest and mortgage rates, home affordability, inflation, consumer sentiment, availability of financing for home mortgages and strength of the U.S. dollar;

•market demand for our products, which is related to the strength of the various U.S. business segments and U.S. and international economic conditions;

•the availability of desirable and reasonably priced land and our ability to control, purchase, hold and develop such land;

•access to adequate capital on acceptable terms;

•geographic concentration of our operations;

•levels of competition;

•the price and availability of lumber, other raw materials, and home components;

•the impact of labor shortages, including on our subcontractors, supply chain and municipalities;

•the effect of U.S. trade policies, including the imposition of tariffs and duties on home building products and retaliatory measures taken by other countries;

•the effects of weather and the risk of loss from earthquakes, volcanoes, fires, floods, droughts, windstorms, hurricanes, pest infestations and other natural disasters, and the risk of delays, reduced consumer demand, unavailability of insurance, and shortages and price increases in labor or materials associated with such natural disasters;

•risks arising from acts of war, terrorism or outbreaks of contagious diseases, such as COVID-19;

•federal and state tax policies;

•transportation costs;

•the effect of land use, environmental and other governmental laws and regulations;

•legal proceedings or disputes and the adequacy of reserves;

•risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, indebtedness, financial condition, losses and future prospects;

•the effect of potential loss of key management personnel or unsuccessful management transitions;

•changes in accounting principles;

•risks related to unauthorized access to our computer systems, theft of our and our homebuyers’ confidential information or other forms of cyber-attack; and

•other factors described in “Risk Factors” included in our Annual Report on Form 10-K for the year ended October 31, 2024 and in subsequent filings we make with the Securities and Exchange Commission (“SEC”).

Many of the factors mentioned above or in other reports or public statements made by us will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements.

Forward-looking statements speak only as of the date they are made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.

For a further discussion of factors that we believe could cause our actual results to differ materially from expected and historical results, see the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K filed with the SEC and in subsequent reports filed with the SEC. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995, and all of our forward-looking statements are expressly qualified in their entirety by the cautionary statements contained or referenced in this section.