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): March 10, 2026

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 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on March 10, 2026. There were 94,749,886 shares of common stock eligible to vote at the meeting. The final voting results for each proposal submitted to a vote of the Company's stockholders are as follows:

Proposal One – Election of Directors:

	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Douglas C. Yearley, Jr.	68,854,795	1,221,906	60,122	7,866,850
Stephen F. East	69,791,876	283,679	61,268	7,866,850
Karen H. Grimes	68,949,162	1,104,666	82,995	7,866,850
Derek T. Kan	69,808,819	267,439	60,565	7,866,850
John A. McLean	69,003,664	1,073,076	60,083	7,866,850
Wendell E. Pritchett	66,568,813	3,506,395	61,615	7,866,850
Judith A. Reinsdorf	69,666,748	387,861	82,214	7,866,850
Katherine M. Sandstrom	64,229,906	5,845,154	61,763	7,866,850
Scott D. Stowell	69,617,946	457,162	61,715	7,866,850

Proposal Two – Ratification of the Re-Appointment of Independent Registered Public Accounting Firm:

FOR	AGAINST	ABSTAIN
76,429,546	1,500,953	73,174

Proposal Three – Advisory and Non-Binding Vote on Executive Compensation (Say on Pay):

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
66,975,675	3,038,357	122,791	7,866,850

Item 9.01 Financial Statements and Exhibits.

(d). Exhibits

Exhibit

No. Item

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:	March 11, 2026	By:	/s/ Erica J. Mainardi
			Erica J. Mainardi<br>Senior Vice President,<br>Chief Accounting Officer