UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~February~~March 1710, 2026

Toll Brothers, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-09186

23-2416878

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

1140 Virginia Drive

Fort Washington

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 ☐

~~ITEM~~If ~~2.02. RESULTS~~an OFemerging ~~OPERATIONS~~growth ~~AND~~company, ~~FINANCIAL~~indicate ~~CONDITION~~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. ☐

~~On February~~Item ~~17, 2026, Toll Brothers, Inc~~5.07 Submission ~~issued a press release which contained its results~~ of ~~operations~~Matters ~~for~~to ~~its three-month period ended January 31, 2026,~~ a ~~copy~~Vote of ~~which~~Security ~~is attached hereto as Exhibit 99~~Holders.~~1, to this report.~~

The ~~information~~Company ~~hereunder~~held ~~shall~~its ~~not~~Annual beMeeting ~~deemed~~on toMarch be10, ~~“filed”~~2026. ~~for~~There ~~the~~were ~~purposes~~94,749,886 ofshares ~~Section 18~~ of ~~the~~common ~~Securities~~stock ~~Exchange~~eligible ~~Act~~to ofvote ~~1934~~at (the ~~“Exchange~~meeting. ~~Act”)~~The orfinal ~~otherwise~~voting ~~subject~~results tofor ~~the~~each ~~liabilities~~proposal ofsubmitted ~~that~~to ~~section, nor shall it be incorporated by reference into~~ a ~~filing~~vote ~~under the Securities Act~~ of ~~1933, or~~ the ~~Exchange~~Company's ~~Act,~~stockholders ~~except~~are as ~~shall be expressly set forth by specific reference in such a filing.~~follows:

~~ITEM 9.01. FINANCIAL~~Proposal ~~STATEMENTS~~One ~~AND~~– ~~EXHIBITS~~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

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 February 17, 2026 announcing its financial results for the three-month period ended January 31, 2026

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:

~~February~~March 1711, 2026

By:

/s/ Erica J. Mainardi

Erica J. MainardiSenior Vice President,Chief Accounting Officer

Filing Compare · Toll Brothers, Inc.