TOL

• Diluted EPS was $2.97, compared to $3.73 in the same quarter last year.
• Net signed contracts rose 5% to $2.52 billion, with 2,508 homes contracted.
• The company reaffirmed full-year guidance, including approximately $10.5 billion in home sales revenues and an adjusted gross margin of 26.1%.
• Share repurchases for fiscal 2026 were increased from $650 million to $700 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Home sales revenues were $2.51 billion on 2,491 deliveries, compared to $2.71 billion on 2,899 deliveries in the prior-year quarter.
• Net signed contract value rose to $2.81 billion (2,834 homes) from $2.60 billion (2,650 homes) a year earlier.
• Adjusted home sales gross margin was 26.2%, down from 27.5% in Q2 FY2025; SG&A as a percentage of home sales revenues was 10.3% versus 9.5%.
• The company raised full-year FY2026 guidance across all key home building metrics, including deliveries of 10,400-10,700 units and adjusted home sales gross margin of 26.10%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Robert Parahus will retire as President and COO effective June 30, 2026, and will remain as senior advisor for one year through June 30, 2027, with total compensation of $1,850,000.
• Ring's compensation includes a $1,000,000 base salary, a $1,750,000 target cash bonus, and a $3,750,000 annual equity award, all pro-rated for fiscal 2026.
• Ring has been with Toll Brothers since 2004, held roles including Division President of Southern California and Regional President of the Pacific region, and was involved in the $1.6 billion Shapell Homes acquisition.
• The company will enter into a standard indemnification agreement with Ring; no family relationships or material interests in transactions were disclosed.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• On March 30, 2026, Toll Brothers' Board increased its size from 9 to 10 members and appointed Karl K. Mistry as a Director, with a term expiring at the 2027 annual meeting.
• Douglas C. Yearley, Jr. assumed the role of Executive Chairman, effective the same date.
• Mr. Mistry is not expected to be appointed to any Board committee and has no arrangements or material interests requiring disclosure under Item 404(a).

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• All nine director nominees were elected, with votes ranging from 64,229,906 to 69,808,819 in favor.
• Stockholders ratified the re-appointment of the independent registered public accounting firm with 76,429,546 votes for.
• The advisory 'Say on Pay' proposal passed with 66,975,675 votes for and 3,038,357 against.
• The report was filed under Item 5.07 to disclose the final voting results of the annual meeting.

5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Home sales revenues were $1.85 billion on 1,899 deliveries, versus $1.84 billion on 1,991 deliveries in the prior-year quarter.
• Net signed contract value rose 3% to $2.38 billion, with contracted homes of 2,303, roughly flat year-over-year.
• Backlog value was $6.02 billion at quarter end, down from $6.94 billion a year earlier.
• The company maintained its full-year guidance, including deliveries of 10,300–10,700 units and adjusted home sales gross margin of 26.0%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The amendment also removed the 10-basis-point SOFR credit spread adjustment from the revolving credit agreement's interest rate provisions.
• Separately, the $650 million senior unsecured term loan agreement was amended to extend the maturity of $548,437,500 of outstanding loans to February 5, 2031, while $101,562,500 remains due on February 7, 2030.
• The term loan amendment also removed the SOFR credit spread adjustment from substantially all outstanding loans.
• Toll Brothers and substantially all of its 100% owned home building subsidiaries guarantee the obligations under both amended credit agreements.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• On January 5, 2026, the Board appointed Karl K. Mistry, currently Executive Vice President, as CEO effective March 30, 2026.
• Douglas C. Yearley, Jr., current Chairman and CEO, will remain as Executive Chair of the Board.
• Mistry's compensation includes $1,000,000 base salary, $2,250,000 target cash bonus, and $4,250,000 annual equity award.
• Yearley is expected to receive total compensation of $6,600,000 starting in fiscal 2027.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 8.01 Other Events · 9.01 Financial Statements and Exhibits