Toll Brothers, Inc. - Quarter Report: 2025 July (Form 10-Q)

Income before income taxes Income tax provision Net income$ $ $ $ Other comprehensive loss – net of tax()()()()Total comprehensive income$ $ $ $ Per share:Basic earnings$ $ $ $ Diluted earnings$ $ $ $ Weighted-average number of shares:Basic Diluted

See accompanying notes.

TOLL BROTHERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Amounts in thousands)

(Unaudited)

For the three months ended July 31, 2025 and 2024:

Common
Stock

Addi-
tional
Paid-in
Capital

Retained
Earnings

Treasury
Stock

AOCI

Non-controlling Interest

Total
Equity

Balance, April 30, 2025

()

Net income

Purchase of treasury stock

()

Exercise of stock options, stock based compensation issuances, and employee stock purchase plan issuances

()

Stock-based compensation

Dividends declared

()

Other comprehensive loss

()

Loss attributable to non-controlling interest

()

Capital contributions – net

Balance, July 31, 2025

()

Balance, April 30, 2024

()

Net income

Purchase of treasury stock

()

Exercise of stock options, stock based compensation issuances, and employee stock purchase plan issuances

()

Stock-based compensation

Dividends declared

()

Other comprehensive loss

()

Loss attributable to non-controlling interest

()

Capital contributions – net

Balance, July 31, 2024

()

See accompanying notes.

For the nine months ended July 31, 2025 and 2024:

Common
Stock

Addi-
tional
Paid-in
Capital

Retained
Earnings

Treasury
Stock

AOCI

Non-controlling Interest

Total
Equity

Balance, October 31, 2024

()

Net income

Purchase of treasury stock

()

Exercise of stock options, stock based compensation issuances, and employee stock purchase plan issuances

()

Stock-based compensation

Dividends declared

()

Other comprehensive loss

()

Loss attributable to non-controlling interest

()

Capital contributions - net

Balance, July 31, 2025

()

Balance, October 31, 2023

()

Net income

Purchase of treasury stock

()

Exercise of stock options, stock based compensation issuances, and employee stock purchase plan issuances

()

Stock-based compensation

Gain on sale of assets

()

Other - net

()

Changes in operating assets and liabilities:

Inventory

()

Origination of mortgage loans

()

Sale of mortgage loans

Receivables, prepaid expenses, and other assets

()

Current income taxes – net

()

Customer deposits – net

()

Accounts payable and accrued expenses

Net cash provided by operating activities

Cash flow used in investing activities:

Purchase of property, construction, and office equipment – net

()

Investments in unconsolidated entities

()

Return of investments in unconsolidated entities

Net increase in cash from consolidation of joint ventures

Other – net

()

Net cash used in investing activities

()

Cash flow used in financing activities:

Proceeds from issuance of senior notes

Proceeds from loans payable

Debt issuance costs

()

Principal payments of loans payable

()

Redemption of senior notes

()

Proceeds related to sales to land bank programs

Payments related to repurchases from land bank programs

()

Payments related to stock-based benefit plans – net

()

Purchase of treasury stock and excise tax payment

()

Dividends paid

()

Receipts related to noncontrolling interest – net

Net cash used in financing activities

()

Net decrease in cash, cash equivalents, and restricted cash

()

Cash, cash equivalents, and restricted cash, beginning of period

Cash, cash equivalents, and restricted cash, end of period

See accompanying notes.

TOLL BROTHERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

million and $ million at July 31, 2025 and October 31, 2024, respectively. Of the outstanding customer deposits held as of October 31, 2024, we recognized $ million and $ million in home sales revenues during the three months and nine months ended July 31, 2025, respectively. Of the outstanding customer deposits held as of October 31, 2023, we recognized $ million and $ million in home sales revenues during the three months and nine months ended July 31, 2024, respectively.

Land sales and other revenues: Our revenues from land sales and other generally consist of: (1) land sales to joint ventures in which we retain an interest; (2) lot sales to third-party builders within our master-planned communities; (3) bulk lot sales to third parties of land we have decided no longer meets our development criteria; (4) sales of land parcels to third parties (typically because there is a superior economic use of the property); and (5) sales of commercial and retail properties generally located at our high-rise urban luxury condominium projects. In general, our performance obligation for each of these land sales is fulfilled upon the delivery of the land, which generally coincides with the receipt of cash consideration from the counterparty. For land sale transactions that contain repurchase options, revenues and related costs are not recognized until the repurchase option expires. In addition, when we sell land to a joint venture in which we retain an interest, we do not recognize revenue or gains on the sale to the extent of our retained interest in such joint venture.

In February 2024, we sold a parcel of land to a commercial developer for net cash proceeds of $ million, which resulted in a pre-tax gain of $ million during the nine months ended July 31, 2024.

$ Land and land development costs Land and land development costs associated with homes under construction Total land and land development costs Homes under construction

Model homes (1)

$ $

(1) Includes the allocated land and land development costs associated with each of our model homes in operation.

The following table provides a summary of the composition of our inventory based on community status at July 31, 2025 and October 31, 2024 (amounts in thousands):


	July 31, 2025	October 31, 2024
Land controlled for future communities	$	$
Land owned for future communities
Operating communities
	$	$

Operating communities include communities offering homes for sale; communities that have sold all available home sites but have not completed delivery of the homes; and communities preparing to open for sale. The carrying value attributable to operating communities includes the cost of homes under construction, land and land development costs, the carrying cost of home sites in current and future phases of these communities, and the carrying cost of model homes.

Backlog consists of homes under contract but not yet delivered to our home buyers (“backlog”).

$ $ $ Operating communities $ $ $ $

We recognized $ million and $ million of impairment charges on land held for sale included in land sales and other cost of revenues during the three-month and nine-month periods ended July 31, 2025, respectively. We recognized $ million and $ million of similar impairment charges during the three-month and nine-month periods ended July 31, 2024, respectively.

See Note 13, “Commitments and Contingencies,” for information regarding land purchase commitments.

At July 31, 2025, we evaluated our land purchase contracts, including those to acquire land for apartment developments, to determine whether any of the selling entities were variable interest entities (“VIEs”) and, if they were, whether we were the primary beneficiary of any of them. Under these land purchase contracts, we do not possess legal title to the land; our maximum exposure to loss is generally limited to deposits paid to the sellers and predevelopment costs incurred; and the creditors of the sellers generally have no recourse against us. At July 31, 2025, we determined that land purchase contracts, with an aggregate purchase price of $ billion, on which we had made aggregate deposits totaling $ million, were VIEs, and that we were not the primary beneficiary of any VIE related to our land purchase contracts. At October 31, 2024, we determined that land purchase contracts, with an aggregate purchase price of $ billion, on which we had made aggregate deposits totaling $ million, were VIEs and that we were not the primary beneficiary of any VIE related to our land purchase

$ $ $ Interest incurred Interest expensed to home sales cost of revenues()()()()Interest expensed to land sales and other cost of revenues()()()()Interest capitalized on investments in unconsolidated entities()()()() Aggregate joint venture fair value at formation date$ $ $ Investment balance at July 31, 2025$ $ $

(1) At July 31, 2025 and October 31, 2024, our maximum estimated exposure under repayment and carry cost guarantees includes approximately $ million and $ million related to our unconsolidated joint venture VIEs.

Carrying value of consolidated VIEs assetsReceivables, prepaid expenses and other assets and Investments in unconsolidated entities$ $ Our partners’ interests in consolidated VIEsNoncontrolling interest$ $

Our ownership interest in the above consolidated Joint Venture VIEs ranges from % to %. The income/losses generated from such consolidated joint ventures were not material.

As shown above, we are the primary beneficiary of certain VIEs due to our controlling financial interest in such ventures as we have the power to direct the activities that most significantly impact the joint ventures’ performance and the obligation to absorb expected losses or receive benefits from the joint ventures. The assets of these VIEs can only be used to settle the obligations of the VIEs. In addition, in certain of the joint ventures, in the event additional contributions are required to be made to the joint ventures prior to the admission of any additional investor at a future date, we would fund % of such contributions, including our partner’s pro rata share, which we expect would be funded through an interest-bearing loan. For other VIEs, we are not the primary beneficiary because the power to direct the activities of such VIEs that most significantly impact their performance was either shared by us and such VIE’s other partners or such activities were controlled by our partner. For VIEs where the power to direct significant activities is shared, business plans, budgets, and other major decisions are required to be unanimously approved by all partners. Management and other fees earned by us are nominal and believed to be at market rates, and there is no significant economic disproportionality between us and other partners.

$ Improvement cost receivables Escrow cash held by our wholly owned captive title company Properties held for rental apartment and commercial development Prepaid expenses Right-of-use assets Derivative assets Other $ $

$ Loans payable – other Deferred issuance costs()()$ $

Senior Unsecured Term Loan

We are party to a $ million senior unsecured term loan facility (the “Term Loan Facility”) with a syndicate of banks. On February 7, 2025, we entered into an amendment to the Term Loan Facility to extend the maturity date of all $ million of outstanding term loans to February 7, 2030. principal payments are required before the stated maturity date. Under the Term Loan Facility, we may select interest rates equal to (i) the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin, (ii) the base rate (as defined in the agreement) plus an applicable margin, or (iii) the federal funds/Euro rate (as defined in the agreement) plus an applicable margin, in each case, based on our leverage ratio. At July 31, 2025, the interest rate on the Term Loan Facility was % per annum. Toll Brothers, Inc. and substantially all of its %-owned home building subsidiaries are guarantors under the Term Loan Facility. The Term Loan Facility contains substantially the same financial covenants as the Revolving Credit Facility described below.

In November 2020, we entered into interest rate swap transactions to hedge $ million of the Term Loan Facility through October 31, 2025. The interest rate swaps effectively fix the interest cost on the $ million at % plus the spread set forth in the pricing schedule in the Term Loan Facility, which was % as of July 31, 2025. These interest rate swaps were designated as cash flow hedges.

Revolving Credit Facility

We are party to a $ billion senior unsecured revolving credit facility (the “Revolving Credit Facility”) with a syndicate of banks. On February 7, 2025, we increased the total amount of revolving loans and commitments available under the Revolving Credit Facility from $ billion to $ billion and extended the maturity date to February 7, 2030. The Revolving Credit Facility provides us with a committed borrowing capacity of $ billion, which we have the ability to increase up to $ billion with the consent of lenders. Under the Revolving Credit Facility, up to % of the commitment is available for letters of credit. Toll Brothers, Inc. and substantially all of its %-owned home building subsidiaries are guarantors of the borrower’s obligations under the Revolving Credit Facility.

outstanding borrowings under the Revolving Credit Facility and had approximately $ million of outstanding letters of credit that were issued under the Revolving Credit Facility. At July 31, 2025, the interest rate on outstanding borrowings under the Revolving Credit Facility, which is a variable rate, would have been % per annum.

Loans Payable – Other

“Loans payable – other” primarily represents purchase money mortgages on properties we acquired that the seller had financed, project-level financing, and various revenue bonds that were issued by government entities on our behalf to finance community infrastructure and our manufacturing facilities. At July 31, 2025, the weighted-average interest rate on “Loans payable – other” was % per annum.

Senior Notes

At July 31, 2025, we had issues of fixed rate senior notes outstanding with an aggregate principal amount of $ billion.

In June 2025, we issued $ million principal amount of % Senior Notes due 2035. We received $ million of net proceeds from the issuance of these senior notes. On July 15, 2025, we redeemed, prior to maturity, the $ million of then-outstanding principal amount of % Senior Notes due November 15, 2025, at par, plus accrued interest and a nominal prepayment fee.

Mortgage Company Loan Facilities

During fiscal 2023 and until December 2023, our wholly-owned mortgage subsidiary, Toll Brothers Mortgage Company (“TBMC”), was party to a mortgage warehousing facility that contained substantially the same terms as those described in the paragraph below.

million, subject to certain sublimits. In addition, the New Warehousing Agreement provides for an accordion feature under which TBMC may request that the aggregate commitments under the New Warehousing Agreement be increased to an amount up to $ million for a short period of time. The New Warehousing Agreement is accounted for as a secured borrowing under ASC 860, “Transfers and Servicing.” TBMC is also subject to an under-usage fee based on outstanding balances, as defined in the New Warehousing Agreement. Prior to its scheduled expiration on December 3, 2024, the New Warehousing Agreement was amended to extend the expiration date to December 2, 2025. No other changes were made to the terms of the New Warehousing Agreement as a result of the amendment. The New Warehousing Agreement bears interest at SOFR plus % per annum (with a SOFR floor of %). At July 31, 2025, the interest rate on the New Warehousing Agreement was % per annum.

$ Liabilities related to consolidated inventory not owned Compensation and employee benefits Escrow liability associated with our wholly owned captive title company Self-insurance Warranty Lease liabilities Deferred income Interest Commitments to unconsolidated entities Other $ $ $ $ $ Additions – homes closed during the period Change in accruals for homes closed in prior years – net Charges incurred()()()()Balance, end of period$ $ $ $

million and $ million for the three months ended July 31, 2025 and 2024, respectively. The effective tax rate was % for the three months ended July 31, 2025, compared to % for the three months ended July 31, 2024. We recorded income tax provisions of $ million and $ million for the nine months ended July 31, 2025 and 2024, respectively. The effective tax rate was % for the nine months ended July 31, 2025, compared to % for the nine months ended July 31, 2024. The income tax provisions for all periods included the provision for state income taxes, interest accrued on anticipated tax assessments, excess tax benefits related to stock-based compensation, and other permanent differences.

We are subject to state tax in the jurisdictions in which we operate. We estimate our state tax liability based upon the individual taxing authorities’ regulations, estimates of income by taxing jurisdiction, and our ability to utilize certain tax-saving strategies. Based on our estimate of the allocation of income or loss among the various taxing jurisdictions and changes in tax regulations and their impact on our tax strategies, we estimate that our state income tax rate for the full fiscal year 2025 will be approximately %. Our state income tax rate for the full fiscal year 2024 was %.

At July 31, 2025, we had $ million of gross unrecognized tax benefits, including interest and penalties. If these unrecognized tax benefits were to reverse in the future, they would have a beneficial impact on our effective tax rate at that time. During the next 12 months, it is reasonably possible that our unrecognized tax benefits will change, but we are not able to provide a range of such change. The possible changes would be principally due to the expiration of tax statutes, settlements with taxing jurisdictions, increases due to new tax positions taken, and the accrual of estimated interest and penalties.

$ $ $ Income tax benefit recognized$ $ $ $

At July 31, 2025 and October 31, 2024, the aggregate unamortized value of unvested stock-based compensation awards was approximately $ million and $ million, respectively.

million shares of our common stock in open market transactions, privately negotiated transactions (including accelerated share repurchases), issuer tender offers or other financial arrangements or transactions for general corporate purposes, including to obtain shares for the Company’s equity awards and other employee benefit plans. Most recently, on December 13, 2023, our Board of Directors renewed its authorization to repurchase million shares of our common stock and terminated, effective the same date, the existing authorization that had been in effect since May 17, 2022. The Board of Directors did not fix any expiration date for this repurchase program.

Average price per share (1)

$ $ $ $ Remaining authorization at July 31 (in thousands)

(1) Average price per share includes costs associated with the purchases, including the excise tax accrued on our share repurchases as a result of the Inflation Reduction Act of 2022, as applicable.

Cash Dividends

On March 11, 2025, our Board of Directors approved an increase in our quarterly cash dividend from $ per share to $ per share. During the three-month periods ended July 31, 2025 and 2024, we declared and paid cash dividends of $ and $ per share, respectively, to our shareholders. During the nine-month periods ended July 31, 2025 and 2024, we declared and paid cash dividends of $ and $ per share, respectively, to our shareholders.

$ $ $

Losses (gains) reclassified from AOCI to net income (1)

() ()

Less: Tax (benefit) expense (2)

() () Net losses (gains) reclassified from AOCI to net income () ()Other comprehensive income (loss) – net of tax () ()Ending balance$ $ $ $ Derivative InstrumentsBeginning balance$ $ $ $ Gains (losses) on derivative instruments () Less: Tax (expense) benefit() ()()Net gains (losses) on derivative instruments ()

Gains reclassified from AOCI to net income (3)

()()()()

Less: Tax expense (2)

Net gains reclassified from AOCI to net income()()()()Other comprehensive loss – net of tax()()()()Ending balance$ $ $ $ Total AOCI ending balance$ $ $ $

(1) Reclassified to “Other income – net”

(2) Reclassified to “Income tax provision”

(3) Reclassified to “Cost of revenues – home sales”

10.

$ $ $ Denominator:Basic weighted-average shares

Common stock equivalents (1)

Diluted weighted-average shares Other information:

Weighted-average number of antidilutive options and restricted stock units (2)

Shares issued under stock incentive and employee stock purchase plans

(1) Common stock equivalents represent the dilutive effect of outstanding in-the-money stock options using the treasury stock method and shares expected to be issued upon the conversion of restricted stock units under our equity award programs.

11.

$ Forward Loan Commitments — Mortgage Loans Held for SaleLevel 2$ $ Interest Rate Lock Commitments (“IRLCs”)Level 2$()$()Forward Loan Commitments — IRLCsLevel 2$ $ Interest Rate Swap ContractsLevel 2$ $

At July 31, 2025 and October 31, 2024, the carrying value of cash and cash equivalents, escrow cash held by our wholly owned captive title company, and customer deposits held in escrow approximated fair value.

The fair values of the interest rate swap contracts are included in “Receivables, prepaid expenses and other assets” in our Condensed Consolidated Balance Sheets and are determined using widely accepted valuation techniques including discounted cash flow analysis based on the expected cash flows of each swap contract. Although the Company has determined that the significant inputs, such as interest yield curve and discount rate, used to value its interest rate swap contracts fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our counterparties and our own credit risk utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, as of July 31, 2025 and October 31, 2024, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our interest rate swap contract positions and have determined that the credit valuation adjustments were not significant to the overall valuation of our interest rate swap contracts. As a result, we have determined that our interest rate swap contracts valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Mortgage Loans Held for Sale

At the end of the reporting period, we determine the fair value of our mortgage loans held for sale, interest rate lock commitments, and the forward loan commitments we have entered into as a hedge against the interest rate risk of our mortgage loans and commitments using the market approach to determine fair value.

$ $()At October 31, 2024$ $ $()

Inventory

We recognize inventory impairment charges and land impairment charges based on the difference in the carrying value of the inventory and its fair value at the time of the evaluation. The fair value of the aforementioned inventory was determined using Level 3 criteria. Estimated fair value is primarily determined by discounting the estimated future cash flow of each community. In determining the fair value related to land impairments, we consider recent offers received, prices for land in recent comparable sales transactions, and other factors. We record land impairments related to land parcels we plan to sell to third parties within land sales and other cost of revenues. See Note 1, “Significant Accounting Policies – Inventory,” in our 2024 Form 10-K for additional information regarding our methodology for determining fair value. Impairments on operating communities were not significant during the three-month and nine-month periods ended July 31, 2025 and 2024 and, accordingly, we did not disclose the ranges of certain quantitative unobservable inputs utilized in determining the fair value of such impaired operating communities.

$ $ $

Senior notes (2)

Level 1

Mortgage company loan facility (3)

Level 2 $ $ $ $

(1) The estimated fair value of loans payable was based upon contractual cash flows discounted at interest rates that we believed were available to us for loans with similar terms and remaining maturities as of the applicable valuation date.

(2) The estimated fair value of our senior notes is based upon their market prices as of the applicable valuation date.

(3) We believe that the carrying value of our mortgage company loan borrowings approximates their fair value.

12.

$ $ $ Income from ancillary businesses Management fee income earned by home building operations Other() () Total other income – net$ $ $ $

Income from ancillary businesses is generated by our mortgage, title, landscaping, smart home technology, apartment living, city living, and golf course and country club operations. $ $ $ Expenses$ $ $ $

In the nine-month period ended July 31, 2024, our smart home technology business recognized a $ million gain from a bulk sale of security monitoring accounts, which is included in income from ancillary businesses above. similar amounts were recognized in the three-month period ended July 31, 2024 or the three-month and nine-month periods ended July 31, 2025.

In the three-month and nine-month periods ended July 31, 2025, we recognized $ million and $ million of net write-offs related to previously incurred costs that we believed not to be recoverable in our apartment rental development business operations, respectively. In the three-month and nine-month periods ended July 31, 2024, we recognized $ million and $ million of net write-offs related to previously incurred costs that we believed not to be recoverable in our apartment rental development business operations, respectively.

In the three-month periods ended July 31, 2025 and 2024, income from ancillary businesses included management fees earned on our apartment rental development, high-rise urban luxury condominium, and other unconsolidated entities and operations totaling $ million and $ million, respectively. In the nine-month periods ended July 31, 2025 and 2024, income from ancillary businesses included management fees earned on our apartment rental development, high-rise urban luxury condominium, and other unconsolidated entities and operations totaling $ million and $ million, respectively.

million gain related to an investment we held in a privately held company which sold substantially all of its assets to a third party, which is included in “Other” above. similar amounts were recognized in the three-month period ended July 31, 2024 or the three-month and nine-month periods ended July 31, 2025.

13.

$ Unconsolidated entities that the Company has investments in Total$ $ Deposits against aggregate purchase price$ $ Additional cash required to acquire land

Total

$ $ Amount of additional cash required to acquire land included in accrued expenses$ $

In addition, we expect to purchase approximately additional home sites over a number of years from several joint ventures in which we have interests; the purchase prices of these home sites will be determined at a future date.

At July 31, 2025, we also had purchase contracts to acquire land for apartment developments of approximately $ million, of which we had outstanding deposits in the amount of $ million. We intend to acquire and develop these projects in joint ventures with unrelated parties in the future.

We have additional land parcels under option that have been excluded from the aggregate purchase price since we do not believe that we will complete the purchase of these land parcels and no additional funds will be required from us to terminate these contracts.

Investments in Unconsolidated Entities

At July 31, 2025, we had investments in a number of unconsolidated entities, were committed to invest or advance additional funds, and had guaranteed a portion of the indebtedness and/or loan commitments of these entities. See Note 3, “Investments in Unconsolidated Entities,” for more information regarding our commitments to these entities.

Surety Bonds and Letters of Credit

At July 31, 2025, we had outstanding surety bonds amounting to $ million, primarily related to our obligations to governmental entities to construct improvements in our communities. We have an additional $ million of surety bonds outstanding that guarantee other obligations. Although significant construction and development activities have been completed related to these improvements, the bonds are generally not released until all construction and development activities are completed and acceptance by the counterparty is received. The aggregate amount of surety bonds outstanding is in excess of the estimated cost of the remaining work to be performed. We do not believe that it is probable that any outstanding bonds will be drawn upon.

At July 31, 2025, we had outstanding letters of credit of $ million under our Revolving Credit Facility and $ million under other letter of credit facilities. These letters of credit were issued to secure various financial obligations, including insurance policy deductibles and other claims, land deposits, and security to complete improvements in communities in which we are operating. We do not believe that it is probable that any outstanding letters of credit will be drawn upon.

At July 31, 2025, we had provided financial guarantees of $ million related to fronted letters of credit to secure obligations related to certain of our insurance policy deductibles and other claims.

homes with an aggregate sales value of $ billion.

Mortgage Commitments

Our mortgage subsidiary provides mortgage financing for a portion of our home closings. For those home buyers to whom our mortgage subsidiary provides mortgages, we determine whether the home buyer qualifies for the mortgage based upon information provided by the home buyer and other sources. For those home buyers who qualify, our mortgage subsidiary provides the home buyer with a mortgage commitment that specifies the terms and conditions of a proposed mortgage loan based upon then-current market conditions. Prior to the actual closing of the home and funding of the mortgage, the home buyer will lock in an interest rate based upon the terms of the commitment. At the time of rate lock, our mortgage subsidiary agrees to sell the proposed mortgage loan to one of several outside recognized mortgage financing institutions (“investors”) that is willing to honor the terms and conditions, including interest rate, committed to the home buyer. We believe that these investors have adequate financial resources to honor their commitments to our mortgage subsidiary.

Mortgage loans are sold to investors with limited recourse provisions derived from industry-standard representations and warranties in the relevant agreements. These representations and warranties primarily involve the absence of misrepresentations by the borrower or other parties, the appropriate underwriting of the loan and in some cases, a required minimum number of payments to be made by the borrower. The Company generally does not retain any other continuing interest related to mortgage loans sold in the secondary market.

$ Non-IRLCs Total$ $ Investor commitments to purchase:IRLCs$ $ Mortgage loans held for sale Total$ $

14.

geographic segments, with operations generally located in the states listed below:

•The North region: Connecticut, Delaware, Illinois, Massachusetts, Michigan, New Jersey, New York and Pennsylvania;

•The Mid-Atlantic region: Georgia, Maryland, North Carolina, Tennessee and Virginia;

•The South region: Florida, South Carolina and Texas;

•The Mountain region: Arizona, Colorado, Idaho, Nevada and Utah;

•The Pacific region: California, Oregon and Washington.

Our geographic reporting segments are consistent with how our chief operating decision makers are assessing operating performance and allocating capital.

$ $ $ Mid-Atlantic South Mountain Pacific Total home building Corporate and other ()()

Land sales and other revenues (1)

Total consolidated$ $ $ $ Income (loss) before income taxes:North$ $ $ $ Mid-Atlantic South Mountain Pacific Total home building Corporate and other()()()()Total consolidated$ $ $ $

(1) Included in the nine months ended July 31, 2024 is a $ million land sale related to our Mid-Atlantic segment, as further discussed in Note 1, “Significant Accounting Policies”.

“Corporate and other” is comprised principally of general corporate expenses such as our executive offices; the corporate finance, accounting, audit, tax, human resources, risk management, information technology, marketing, and legal groups; interest income; income from certain of our ancillary businesses, including our apartment rental development business and our high-rise urban luxury condominium operations, and income from our Rental Property Joint Ventures and Other Joint Ventures.

Land sales and other revenues for each of our segments, for the periods indicated, were as follows (amounts in thousands):


	Three months ended July 31,		Nine months ended July 31,
	2025	2024	2025	2024
North	$	$	$	$
Mid-Atlantic
South
Mountain
Pacific
Total home building
Corporate and other
Total consolidated	$	$	$	$

“Corporate and other” is comprised principally of activities from our apartment rental development business.

$ Mid-Atlantic South Mountain Pacific Total home building Corporate and other Total consolidated$ $

$ $ $ Mid-Atlantic South Mountain Pacific Total consolidated$ $ $ $

We have also recognized $ million and $ million of land impairment charges included in land sales and other cost of revenues in our South region during the three-month and nine-month periods ended July 31, 2025, respectively. We recognized $ million of land impairment charges during the three-month period ended July 31, 2024, which was in our Corporate and other segment. In the nine-month period ended July 31, 2024, we recognized land impairment charges of $ million of which $ million and $ million were in our Corporate and other and Mid-Atlantic regions, respectively.

15.

$ Noncash activity:Cost of inventory acquired through seller financing, municipal bonds, or included in accrued expenses - net$ $ Transfer of inventory to investment in unconsolidated entities$ $ Transfer of other assets to investment in unconsolidated entities - net$ $ Transfer of other assets to property, construction and office equipment - net$ $ Unrealized loss on derivatives$()$()Increase in inventory due to consolidation of joint ventures$ $ Miscellaneous non-cash changes in investments in unconsolidated entities - net$ $ At July 31,20252024Cash, cash equivalents, and restricted cashCash and cash equivalents$ $ Restricted cash included in receivables, prepaid expenses, and other assets Total cash, cash equivalents, and restricted cash shown on the Condensed Consolidated Statements of Cash Flows$ $

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)

This discussion and analysis is based on, should be read together with, and is qualified in its entirety by, the accompanying unaudited condensed consolidated financial statements and related notes, as well as our consolidated financial statements, notes thereto, and the related MD&A contained in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024 (“2024 Form 10-K”). It also should be read in conjunction with the disclosure under “Statement on Forward-Looking Information” and “Risk Factors” in this report and in our 2024 Form 10-K.

Unless otherwise stated in this report, net contracts signed represents a number or value equal to the gross number or value of contracts for the sale of homes signed during the relevant period, less the number or value of contracts canceled during the relevant period (irrespective of whether the contract was signed during the relevant period or in a prior period). Backlog consists of homes under contract but not yet delivered to our home buyers (“backlog”). Backlog conversion represents the percentage of homes delivered in the period from backlog at the beginning of the period (“backlog conversion”).

OVERVIEW

Our Business Environment and Current Outlook

In the three months ended July 31, 2025, we signed 2,388 net contracts for an aggregate value of $2.41 billion, a decrease of 4.1% in units but an increase of 0.2% in dollars compared to the prior year period, as our average sales price in the quarter increased by 4.5%. On a per-community basis, contracts were down 10% year-over-year. In the quarter, the overall weakness in demand that we experienced in our second quarter continued, which we attribute to ongoing affordability pressures, especially at the lower end of the market, and volatile economic conditions that have negatively impacted consumer confidence. We have responded to these conditions by strategically managing our pricing, including by increasing incentives where necessary, to appropriately balance sales price and margin with pace, and to align our inventory levels with local sales environments. We anticipate that, in the near term, overall housing demand may remain soft, which would likely result in a continuation of the elevated incentive levels and slower sales paces that have characterized our past two quarters. However, overall economic conditions and the near-term trajectory of new home demand remain uncertain and subject to a variety of unpredictable factors. Over the long term, we continue to believe the outlook for the new home market remains positive, as it is supported by strong fundamentals including favorable demographics, the structural undersupply of homes in the U.S. caused by over a decade of underproduction, the aging stock of existing homes, and wealth built up from years of stock market and home price appreciation.

Historically, most of our homes have been sold on a build-to-order basis, where we do not begin construction of the home until we have a signed contract with a customer. In recent years, we have strategically increased the number of homes that we start without a buyer (a spec home), which we generally build faster than build-to-order homes and which allow us to attract buyers who are looking for quicker move-in homes. We determine how many such homes to start within each community based on local market conditions, our current and planned sales pace, and our backlog and construction cadence for the community. As a result of weaker demand, we reduced the pace of our overall spec home starts over the past two quarters. We continue to monitor demand and other factors on a community-by-community basis and will make appropriate adjustments to our spec starts as market conditions evolve over the coming months.

Financial and Operational Highlights

In the three-month period ended July 31, 2025, we recognized $2.95 billion of revenues, consisting of $2.88 billion of home sales revenue and $64.1 million of land sales and other revenue, and net income of $369.6 million, as compared to $2.73 billion of revenues, consisting of $2.72 billion of home sales revenue and $3.5 million of land sales and other revenue, and net income of $374.6 million in the three-month period ended July 31, 2024.

In the three-month periods ended July 31, 2025 and 2024, the value of net contracts signed was $2.41 billion (2,388 homes) and $2.41 billion (2,490 homes), respectively.

In the nine-month period ended July 31, 2025, we recognized $7.54 billion of revenues, consisting of $7.43 billion of home sales revenues and $115.1 million of land sales and other revenues, and net income of $899.8 million, as compared to $7.51 billion of revenues, consisting of $7.30 billion of home sales revenues and $210.0 million of land sales and other revenues, and net income of $1.10 billion in the nine-month period ended July 31, 2024. Land sales and other revenue and net income in the nine-month period ended July 31, 2024 included $185.0 million and $124.1 million, respectively, related to the sale of a single parcel of land in northern Virginia to a commercial developer.

In the nine-month periods ended July 31, 2025 and 2024, the value of net contracts signed was $7.32 billion (7,345 homes) and $7.41 billion (7,573 homes), respectively.

The value of our backlog at July 31, 2025 was $6.38 billion (5,492 homes), as compared to our backlog at July 31, 2024 of $7.07 billion (6,769 homes). Our backlog at October 31, 2024 was $6.47 billion (5,996 homes), as compared to backlog of $6.95 billion (6,578 homes) at October 31, 2023.

At July 31, 2025, we had $852.3 million of cash and cash equivalents and approximately $2.19 billion available under our $2.35 billion revolving credit facility (the “Revolving Credit Facility”). At July 31, 2025, we had no borrowings and we had approximately $158.5 million of outstanding letters of credit under the Revolving Credit Facility.

At July 31, 2025, we owned or controlled through options approximately 76,800 home sites, as compared to approximately 74,700 at October 31, 2024; and approximately 70,700 at October 31, 2023. Of the approximately 76,800 total home sites that we owned or controlled through options at July 31, 2025, we owned approximately 32,800 and controlled approximately 44,000 through options. Of the 32,800 home sites owned, approximately 19,000 were substantially improved. In addition, as of July 31, 2025, we expect to purchase approximately 10,700 additional home sites over several years from certain of the joint ventures in which we have interests, at prices to be determined.

At July 31, 2025, we were selling from 420 communities, compared to 408 at October 31, 2024; and 404 at July 31, 2024.

At July 31, 2025, our total stockholders’ equity and our debt to total capitalization ratio were $8.10 billion and 0.27 to 1.00, respectively.

RESULTS OF OPERATIONS – OVERVIEW

The following table compares certain items in our Condensed Consolidated Statements of Operations and Comprehensive Income and other supplemental information for the three months and nine months ended July 31, 2025 and 2024 ($ amounts in millions, unless otherwise stated). For more information regarding results of operations by segment, see “Segments” in this MD&A.


	Three months ended July 31,								Nine months ended July 31,
	2025			2024			% Change		2025			2024			% Change
Revenues:
Home sales	$	2,881.0		$	2,724.5		6	%	$	7,428.2		$	7,303.3		2	%
Land sales and other	64.1			3.5			NM		115.1			210.0			(45)	%
	2,945.1			2,727.9			8	%	7,543.3			7,513.3			—	%
Cost of revenues:
Home sales	2,142.8			1,977.2			8	%	5,526.5			5,339.7			3	%
Land sales and other	61.0			8.8			NM		110.5			31.9			246	%
	2,203.7			1,985.9			11	%	5,637.0			5,371.6			5	%
Selling, general and administrative	253.7			244.8			4	%	749.8			712.6			5	%
Income from operations	487.7			497.2			(2)	%	1,156.5			1,429.1			(19)	%
Other
(Loss) income from unconsolidated entities	(1.0)			(10.5)			(90)	%	1.7			(13.8)			(112)	%
Other income – net	12.8			17.0			(25)	%	40.1			49.2			(19)	%

Income before income taxes	499.5			503.6			(1)	%	1,198.4			1,464.6			(18)	%
Income tax provision	129.9			129.0			1	%	298.6			368.8			(19)	%
Net income	$	369.6		$	374.6		(1)	%	$	899.8		$	1,095.8		(18)	%

Supplemental information:
Home sales cost of revenues as a percentage of home sales revenues	74.4		%	72.6		%			74.4		%	73.1		%
Land sales and other cost of revenues as a percentage of land sales and other revenues	95.0		%	252.8		%			96.0		%	15.2		%
SG&A as a percentage of home sale revenues	8.8		%	9.0		%			10.1		%	9.8		%
Effective tax rate	26.0		%	25.6		%			24.9		%	25.2		%

Deliveries – units	2,959			2,814			5	%	7,849			7,382			6	%
Deliveries – average delivered price (in ‘000s)	$	973.6		$	968.2		1	%	$	946.4		$	989.3		(4)	%

Net contracts signed – value	$	2,412.0		$	2,407.5		—	%	$	7,323.6		$	7,413.3		(1)	%
Net contracts signed – units	2,388			2,490			(4)	%	7,345			7,573			(3)	%
Net contracts signed – average contracted price (in ‘000s)	$	1,010.1		$	966.9		4	%	$	997.1		$	978.9		2	%

	At July 31,								At October 31,
	2025			2024			% Change		2024			2023			% Change
Backlog – value	$	6,376.2		$	7,066.6		(10)	%	6,467.8			6,945.3			(7)	%
Backlog – units	5,492			6,769			(19)	%	5,996			6,578			(9)	%
Backlog – average contracted price (in ‘000s)	$	1,161.0		$	1,044.0		11	%	$	1,078.7		$	1,055.8		2	%

NM: Not meaningful.

Note: Due to rounding, amounts may not add. Net contracts signed information presented above is net of all cancellations that occurred in the period. “Net contracts signed - value” includes the value of each binding agreement of sale that was signed in the period, plus the value of all options that were selected during the period, regardless of when the initial agreement of sale related to such options was signed.

Home Sales Revenues and Home Sales Cost of Revenues

Three months ended July 31, 2025 compared to the three months ended July 31, 2024

The increase in home sale revenues for the three months ended July 31, 2025, as compared to the three months ended July 31, 2024, was primarily attributable to a 5% increase in the number of homes delivered and a 1% increase in the average price of homes delivered. The increase in the number of homes delivered in the three months ended July 31, 2025 was primarily due to an increase in operating communities, more deliveries of spec homes, and a higher backlog conversion in the three months ended July 31, 2025 compared to the three months ended July 31, 2024, primarily as a result of improvement in construction cycle times. These factors were offset, in part, by a decrease in the number of homes in backlog at October 31, 2024, as compared to the number of homes in backlog at October 31, 2023, most significantly in the North, Mid-Atlantic, and South regions. The slight increase in the average delivered home price was mainly due to the mix of deliveries in the quarter, with an increased number of more expensive product types being delivered in our North region, offset, in part, by an increase in the number of less expense product types delivered in our Pacific region.

The increase in home sales cost of revenues, as a percentage of home sales revenues, in the three months ended July 31, 2025, as compared to the three months ended July 31, 2024, was principally due to a shift in the mix of revenues to lower margin products/geographic regions, most notably in the Pacific region, and higher inventory impairment charges in the fiscal 2025 period. In addition, the fiscal 2025 period was impacted by an increase in sales incentives.

Nine months ended July 31, 2025 compared to the nine months ended July 31, 2024

Home sale revenues for the nine months ended July 31, 2025 increased 2% when compared to the nine months ended July 31, 2024. In the period, a 6% increase in the number of homes delivered was offset by a 4% decrease in the average price of homes delivered. The increase in the number of homes delivered in the nine months ended July 31, 2025 was primarily due to an increase in operating communities, more deliveries of spec homes, and a higher backlog conversion in the nine months ended July 31, 2025, primarily as a result of improvement in build times. These factors were offset, in part, by a decrease in the number of homes in backlog at October 31, 2024, as compared to the number of homes in backlog at October 31, 2023, most significantly in the North, Mid-Atlantic, and South regions. The decrease in the average delivered home price was mainly due to an increase in homes delivered in less expensive product types/geographic regions, including spec homes, most notably from fewer deliveries in the Pacific region and greater deliveries in the Mountain region.

The increase in home sales cost of revenues, as a percentage of home sales revenues, for the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024, was principally due to a shift in the mix of revenues to lower margin products/geographic regions and higher inventory impairment charges in the fiscal 2025 period, partially offset by lower interest expense as a percentage of home sales revenues. In the nine months ended July 31, 2025 and 2024, interest expense, as a percentage of home sales revenues, was 1.1% and 1.2%, respectively. In addition, the fiscal 2025 period was impacted by an increase in sales incentives.

Land Sales and Other Revenues and Land Sales and Other Cost of Revenues

Our revenues from land sales and other generally consist of the following: (1) land sales to joint ventures in which we retain an interest; (2) lot sales to third-party builders within our master-planned communities; (3) bulk sales to third parties of land we have decided no longer meets our development criteria; (4) sales of land parcels to third parties (typically because there is a superior economic use of the property); and (5) sales of commercial and retail properties generally located at our urban luxury condominium communities. Land sales to joint ventures in which we retain an interest are generally sold at our land basis and therefore little to no gross margin is earned on these sales. The decrease in land sales and other revenues during the nine months ended July 31, 2025 compared to the nine months ended July 31, 2024 were primarily due to the sale of a land parcel in the second quarter of 2024 to a commercial developer for net cash proceeds of $180.7 million which resulted in a pre-tax gain of $175.2 million, and which did not recur in the fiscal 2025 periods.

Land sales and other cost of revenues as a percentage of land sales and other revenues can vary period to period depending on the mix of sales to joint ventures versus third parties. The increase in land sales and other cost of revenues, as a percentage of land sales and other revenues, in the nine months ended July 31, 2025 was primarily impacted by the $180.7 million land parcel sale in the second quarter of 2024 described above, which carried a low basis. In addition, we recognized $0.7 million and $2.6 million of impairment charges in the three-month and nine-month periods ended July 31, 2025, respectively, in connection with planned land sales, respectively. This compares to $3.8 million and $4.4 million of land sales and other impairment charges recognized in the three and nine months ended July 31, 2024, respectively.

Selling, General and Administrative Expenses (“SG&A”)

SG&A expenditures increased by $8.9 million in the three-month period ended July 31, 2025, as compared to the three-month period ended July 31, 2024. As a percentage of home sales revenues, SG&A expenditures were 8.8% of home sales revenues in the three months ended July 31, 2025, as compared to 9.0% in the three months ended July 31, 2024. The dollar increase in SG&A expenditures was due primarily to higher payroll, insurance and marketing costs. These increases were offset, in part, by modestly lower selling commissions.

SG&A expenditures increased by $37.3 million in the fiscal 2025 nine-month period, as compared to the fiscal 2024 nine-month period. As a percentage of home sales revenues, SG&A expense was 10.1% in the fiscal 2025 period versus 9.8% in the fiscal 2024 period. The dollar increase in SG&A expenditures was primarily due to higher payroll, marketing and insurance costs. These increases were offset, in part, by modestly lower selling commissions.

Income from Unconsolidated Entities

In the three-month period ended July 31, 2025, we recognized a loss from unconsolidated entities of $1.0 million as compared to a loss of $10.5 million in the prior year period. The decrease in loss was primarily due to a $15.5 million gain in the fiscal 2025 period related to increased earnings at one of our Home Building Joint Ventures, and increased earnings at one of our Land Development Joint Ventures.

In the nine-month period ended July 31, 2025, we recognized income from unconsolidated entities of $1.7 million, as compared to a loss of $13.8 million in the prior year period. The increase was primarily due to a $15.5 million gain in the fiscal 2025 period related to our share of the gain from the sale of a stabilized rental property by one of our Rental Property Joint Ventures, increased earnings at one of our Home Building Joint Ventures, and increased earnings at one of our Land Development Joint Ventures. These increases were offset, in part, by higher losses from certain Rental Property Joint Ventures and two Home Building Joint Ventures. Additionally, in the fiscal 2024 period, we recognized $21.0 million related to our share of the gain from a property sale by one of our Rental Property Joint Ventures.

Other Income – Net

The table below provides, for the periods indicated, the components of “Other income – net” (amounts in thousands):


	Three months ended July 31,				Nine months ended July 31,
	2025		2024		2025		2024
Interest income	$	6,955	$	9,033	$	22,978	$	28,508
Income from ancillary businesses	6,548		5,405		14,737		11,152
Management fee income earned by home building operations	925		985		2,696		3,291
Other	(1,635)		1,527		(288)		6,283
Total other income – net	$	12,793	$	16,950	$	40,123	$	49,234

The decreases in interest income in the three-month and nine-month periods ended July 31, 2025 was primarily due to lower average cash balances in the fiscal 2025 periods.

The increases in income from ancillary businesses in the three-month and nine-month periods ended July 31, 2025 were mainly due to increased earnings from our mortgage operations due to higher closing volume and a reduction in net write-offs in our Apartment Living operations in the 2025 periods. In the three- and nine-month periods ended July 31, 2024, we recognized $1.8 million and $6.7 million, respectively, of net write-offs in Apartment Living as compared to $0.1 million and $4.5 million in the corresponding periods in 2025, respectively. These positives were offset, in part, by reduced management fees related to our high-rise urban luxury condominium operations as a result of decreased closing volume. Further, the nine-month period ended July 31, 2024 included a $4.4 million gain from a bulk sale of security monitoring accounts by our smart home technology business that did not recur in fiscal 2025.

The decreases in management fee income earned by our home building operations in the three-month and nine-month periods ended July 31, 2025 were primarily related to a decrease in fees from certain of our Home Building Joint Ventures.

The decrease in “other” in the nine-month period ended July 31, 2025 was primarily due to a $5.0 million gain related to our investment in a privately held company that sold substantially all of its assets to a third party in the fiscal 2024 period, which did not recur in fiscal 2025.

Income Before Income Taxes

For the three-month period ended July 31, 2025, we reported income before income taxes of $499.5 million, as compared to $503.6 million in the three-month period ended July 31, 2024.

For the nine-month period ended July 31, 2025, we reported income before income taxes of $1.20 billion, as compared to $1.46 billion in the nine-month period ended July 31, 2024.

Income Tax Provision

In the three-month periods ended July 31, 2025 and 2024, we recognized income tax provisions of $129.9 million and $129.0 million, respectively. Based upon the federal statutory rate of 21.0% for the fiscal 2025 and 2024 periods, our federal tax provisions would have been $104.9 million and $105.8 million in the three-month periods ended July 31, 2025 and 2024, respectively. The difference between the tax provisions recognized and the tax provision based on the federal statutory rate was mainly due to the provision for state income taxes and permanent differences.

We recognized income tax provisions of $298.6 million and $368.8 million in the nine-month periods ended July 31, 2025 and 2024, respectively. The effective tax rate was 24.9% for the nine months ended July 31, 2025, compared to 25.2% for the nine months ended July 31, 2024. Based upon the federal statutory rate of 21.0% for each period, our federal tax provisions would have been $251.7 million and $307.6 million in the nine-month periods ended July 31, 2025 and 2024, respectively. The difference between the tax provisions recognized and the tax provision based on the federal statutory rate was mainly due to the provision for state income taxes and other permanent differences, offset, in part, by excess tax benefits related to stock-based compensation. The decrease in the effective tax rate for the nine months ended July 31, 2025 compared to the nine months ended July 31, 2024 was primarily due to an increase in excess tax benefits related to stock-based compensation.

Contracts

In the three-month periods ended July 31, 2025 and 2024, the value of net contracts signed was $2.41 billion (2,388 homes) and $2.41 billion (2,490 homes), respectively. The aggregate value of net contracts signed increased $4.5 million, or 0.2%, in the three-month period ended July 31, 2025, as compared to the three-month period ended July 31, 2024. The increase in the aggregate value of net contracts signed was due to a 4.5% increase in the average value of each signed contract partially offset by a 4.1% decrease in the number of net contracts signed. The decrease in the number of net contracts signed was primarily due to a softer overall demand environment in fiscal 2025 compared to fiscal 2024.

In the nine-month periods ended July 31, 2025 and 2024, the value of net contracts signed was $7.32 billion (7,345 homes) and $7.41 billion (7,573 homes), respectively. The aggregate value of net contracts signed decreased $89.7 million, or 1.2%, in the nine-month period ended July 31, 2025, as compared to the nine-month period ended July 31, 2024. The decrease in the aggregate value of net contracts signed was due to a 3.0% decrease in the number of net contracts signed partially offset by a 1.9% increase in the average value attributed to each signed contract. The decrease in the number of net contracts signed primarily reflects a softer overall demand environment in fiscal 2025 compared to fiscal 2024.

Backlog

The value of our backlog at July 31, 2025 decreased 10% to $6.38 billion (5,492 homes), as compared to $7.07 billion (6,769 homes) at July 31, 2024. Our backlog at October 31, 2024 and 2023 was $6.47 billion (5,996 homes) and $6.95 billion (6,578 homes), respectively. The decrease in the value of our backlog at July 31, 2025 as compared to July 31, 2024, was due to a 19% decrease in the number of homes in backlog partially offset by an 11% increase in the average contracted price per home. The decrease in the number of homes in backlog was primarily attributable to spec homes representing a larger portion of our net signed contracts and homes delivered, as a much larger percentage of spec homes are contracted for and delivered within a quarter (and therefore are not included in our quarter-end backlog) as compared to build-to-order homes.

For more information regarding results of operations by segment, see “Segments” in this MD&A.

CAPITAL RESOURCES AND LIQUIDITY

Funding for our business has been, and continues to be, provided principally by cash flow from operating activities before inventory additions, credit arrangements with third parties, and the public capital markets.

Our cash flows from operations generally provide us with a significant source of liquidity. Our cash flows provided by operating activities, supplemented with our short-term borrowings and long-term debt, have been sufficient to fund our operations while allowing us to invest in activities that support the long-term growth of our Company. Our primary uses of cash include inventory additions in the form of land acquisitions and deposits to obtain control of land, land development, working capital to fund day-to-day operations, and investments in existing and future unconsolidated joint ventures. We may also use

cash to fund capital expenditures such as investments in our information technology systems. We also use cash flows from operations and other sources to pay dividends on our common stock, to repay debt and make share repurchases. We believe our sources of cash and liquidity will continue to be adequate to fund operations, finance our strategic operating initiatives, repay debt, fund our share repurchases and pay dividends for the foreseeable future.

At July 31, 2025, we had $852.3 million of cash and cash equivalents on hand and approximately $2.19 billion available for borrowing under our Revolving Credit Facility. The Revolving Credit Facility, which is scheduled to mature on February 7, 2030, provides us with a committed borrowing capacity of $2.35 billion, which we have the ability to increase to up to $3.00 billion with the consent of lenders. Under the Revolving Credit Facility, up to 50% of the commitment is available for letters of credit. Toll Brothers, Inc. and substantially all of its 100%-owned home building subsidiaries are guarantors of the borrower’s obligations under the Revolving Credit Facility. Our $650.0 million Term Loan Facility is also scheduled to mature on February 7, 2030 and is also guaranteed by Toll Brothers, Inc. and substantially all of its 100%-owned home building subsidiaries.

In the third quarter of 2025, we issued $500.0 million principal amount of 5.600% Senior Notes due 2035 and redeemed the $350.0 million of then-outstanding principal amount of 4.875% Senior Notes due November 15, 2025.

Short-term Liquidity and Capital Resources

For the next twelve months, we expect our principal demand for funds will be for inventory additions (in the form of land acquisition, land development, home construction costs, and deposits to control land, which could occur directly or indirectly through builder acquisitions), operating expenses, including our selling, general and administrative expenses, investments and funding of capital improvements, investments in existing and future unconsolidated joint ventures, repayment of community-level borrowings, common stock repurchases, and dividend payments. Demand for funds also includes interest and principal payments on current and future debt. We expect to meet our short-term liquidity requirements primarily through our cash and cash equivalents on hand and net cash flows provided by operations, although we may from time to time access other sources. Additional sources of funds include distributions from our unconsolidated joint ventures, borrowing capacity under our Revolving Credit Facility, and other borrowings from banks and other lenders.

We believe we will have sufficient liquidity available to fund our business needs, commitments and contractual obligations in a timely manner for the next twelve months. We may, however, seek additional financing to fund future growth or refinance our existing indebtedness through the debt capital markets, but there is no assurance that such financing will be available on favorable terms, or at all.

Long-term Liquidity and Capital Resources

Beyond the next twelve months, our principal demands for funds will be for the payments of the principal amount of our long-term debt as it becomes due or otherwise matures, land purchases and inventory additions needed to grow our business (which could occur directly or indirectly through builder acquisitions), long-term capital investments and investments in unconsolidated joint ventures, common stock repurchases, and dividend payments.

Over the longer term, to the extent the sources of capital described above are insufficient to meet our needs, we may also conduct additional public offerings of our securities, refinance debt or dispose of certain assets to fund our operating activities and debt service. We expect these resources will be adequate to fund our ongoing operating activities as well as provide capital for investment in future land purchases and related development activities and future joint ventures.

Material Cash Requirements

We are a party to many agreements that include contractual obligations and commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the Condensed Consolidated Balance Sheet as of July 31, 2025, while others are considered future commitments and not included. Our contractual obligations primarily consist of long-term debt and related interest payments, payments due on our mortgage company loan facility, purchase obligations related to expected acquisition of land under purchase agreements and land development agreements (many of which are secured by letters of credit or surety bonds), operating leases, obligations under our deferred compensation plan, and obligations under our supplemental executive retirement plans. We also enter into certain short-term lease commitments, commitments to fund our existing or future unconsolidated joint ventures, letters of credit and other purchase obligations in the normal course of business. For more information regarding our primary obligations, refer to Note 5, “Loans Payable, Senior Notes, and Mortgage Company Loan Facilities,” and Note 13, “Commitments and Contingencies,” in the Notes to the Condensed Consolidated Financial Statements for amounts outstanding as of July 31, 2025, related to debt and commitments and contingencies, respectively.

We also operate through a number of joint ventures and have undertaken various commitments as a result of those arrangements. At July 31, 2025, we had investments in these entities of $1.12 billion and were committed to invest or advance up to an additional $353.8 million to these entities if they require additional funding. At July 31, 2025, we had agreed to terms for the acquisition of 924 home sites from five joint ventures for an estimated aggregate purchase price of $123.9 million. We also expect to purchase approximately 10,700 additional home sites over a number of years from several joint ventures in which we have interests. The purchase price of these home sites will be determined at a future date.

The unconsolidated joint ventures in which we have investments generally finance their activities with a combination of partner equity and debt financing. In some instances, we and our joint venture partner have guaranteed debt of unconsolidated entities. These guarantees may include any or all of the following: (i) project completion guarantees, including any cost overruns; (ii) repayment guarantees, generally covering a percentage of the outstanding loan; (iii) carry cost guarantees, which cover costs such as interest, real estate taxes, and insurance; (iv) an environmental indemnity provided to the lender that holds the lender harmless from and against losses arising from the discharge of hazardous materials from the property and non-compliance with applicable environmental laws; and (v) indemnification of the lender from “bad boy acts” of the unconsolidated entity.

In situations where we have joint and several guarantees with our joint venture partner, we generally seek to implement a reimbursement agreement with our partner that provides that neither party is responsible for more than its proportionate share or agreed-upon share of the guarantee; however, we are not always successful. In addition, if the joint venture partner does not have adequate financial resources to meet its obligations under such a reimbursement agreement, we may be liable for more than our proportionate share. We believe that, as of July 31, 2025, in the event we become legally obligated to perform under a guarantee of the obligation of an unconsolidated entity due to a triggering event, the collateral in such entity should be sufficient to repay all or a significant portion of the obligation. If it is not, we and our partners would need to contribute additional capital to the entity. At July 31, 2025, we had guaranteed the debt of certain unconsolidated entities that have loan commitments aggregating $2.65 billion, of which, if the full amount of the debt obligations were borrowed, we estimate $574.8 million to be our maximum exposure related to repayment and carry cost guarantees. At July 31, 2025, the unconsolidated entities had borrowed an aggregate of $1.94 billion, of which we estimate $523.0 million to be our maximum exposure related to repayment and carry cost guarantees. The terms of these guarantees generally range from 1 month to 8.4 years. These maximum exposure estimates do not take into account any recoveries from the underlying collateral or any reimbursement from our partners, nor do they include any potential exposures related to project completion guarantees or the other (non-carry cost/repayment) indemnities noted above, which are not estimable.

For more information regarding these joint ventures, see Note 3, “Investments in Unconsolidated Entities” in the Notes to the Condensed Consolidated Financial Statements.

Debt Service Requirements

Our financing strategy is to ensure liquidity and access to capital markets, to maintain a balanced profile of debt maturities, and to manage our exposure to floating interest rate volatility.

Outside of the normal course of operations, one of our principal liquidity needs is the payment of principal and interest on outstanding indebtedness. We are required by the terms of certain loan documents to meet certain covenants, such as financial ratios and reporting requirements. As of July 31, 2025, we were in compliance with all such covenants and requirements on our term loan, revolving credit facility and other loans payable. Refer to Note 5, “Loans Payable, Senior Notes, and Mortgage Company Loan Facilities” in the Notes to the Condensed Consolidated Financial Statements.

Operating Activities

At July 31, 2025 and October 31, 2024, we had $938.3 million and $1.37 billion, respectively, of cash, cash equivalents, and restricted cash. Cash provided by operating activities during the nine-month period ended July 31, 2025 was $312.4 million. Cash provided by operating activities during the fiscal 2025 period was primarily related to net income (adjusted for depreciation and amortization, impairments, stock-based compensation, income and distributions of earnings from unconsolidated entities, and deferred taxes); an increase in accounts payable and accrued expenses; an increase in current income taxes – net and mortgage loans sold, net of mortgage loans originated. This activity is offset, in part, by an increase in inventory, an increase in receivables, prepaid expenses, and other assets, and a decrease in customer deposits – net.

At July 31, 2024 and October 31, 2023, we had $963.3 million and $1.34 billion, respectively, of cash, cash equivalents, and restricted cash. Cash provided by operating activities during the nine-month period ended July 31, 2024 was $327.7 million. Cash provided by operating activities during the fiscal 2024 period was primarily related to net income (adjusted for depreciation and amortization, impairments, stock-based compensation, losses and distributions of earnings from unconsolidated entities, deferred taxes, and gain on sale of assets); and increases in accounts payable and accrued expenses. This activity was offset, in part, by an increase in inventory; mortgage loans originated, net of mortgage loans sold, a decrease

in customer deposits – net; an increase in prepaid expenses, receivables and other assets; and a decrease in current income taxes – net.

Investing Activities

In the nine-month period ended July 31, 2025, cash used in investing activities was $240.2 million, which was primarily related to $250.4 million used to fund our investments in unconsolidated entities and $58.4 million used for the purchase of property and equipment. This activity was offset, in part, by $64.9 million of cash received as returns from our investments in unconsolidated entities.

In the nine-month period ended July 31, 2024, cash used in investing activities was $116.0 million, which was primarily related to $134.5 million used to fund our investments in unconsolidated entities and $55.5 million used for the purchase of property and equipment. This activity was offset, in part, by $74.3 million of cash received as returns from our investments in unconsolidated entities.

Financing Activities

We used $504.4 million of cash in financing activities in the nine-month period ended July 31, 2025, primarily for the repurchase of $404.3 million of our common stock, $350.0 million for the redemption of senior notes, payments of $100.9 million of loans payable, net of borrowings, the payment of dividends on our common stock of $73.3 million, $62.3 million of payments related to repurchases from land bank programs, $21.3 million of payments related to stock-based benefit plans - net and $13.1 million of debt issuance costs. This activity was offset, in part, by $498.2 million of proceeds from the issuance of senior notes and $22.1 million of proceeds related to sales to land bank programs.

We used $592.7 million of cash in financing activities in the nine-month period ended July 31, 2024, primarily for the repurchase of $423.6 million of our common stock, the payments of $96.9 million of loans payable, net of borrowings, the payment of dividends on our common stock of $70.3 million, and $1.9 million of payments related to stock-based benefit plans - net.

CRITICAL ACCOUNTING ESTIMATES

As disclosed in our 2024 Form 10-K, our most critical accounting estimates relate to inventory, cost of revenue recognition, warranty and self-insurance, and investments in unconsolidated entities. Since October 31, 2024, there have been no material changes to those critical accounting estimates.

SUPPLEMENTAL GUARANTOR INFORMATION

At July 31, 2025, our 100%-owned subsidiary, Toll Brothers Finance Corp. (the “Subsidiary Issuer”), had issued and outstanding $1.75 billion aggregate principal amount of senior notes maturing on various dates between March 15, 2027 and June 15, 2035 (the “Senior Notes”). For further information regarding the Senior Notes, see Note 5, “Loans Payable, Senior Notes and Mortgage Company Loan Facility” in the Notes to the Consolidated Condensed Financial Statements under the caption “Senior Notes.”

The obligations of the Subsidiary Issuer to pay principal, premiums, if any, and interest are guaranteed jointly and severally on a senior basis by Toll Brothers, Inc. and substantially all of its 100%-owned home building subsidiaries (the “Guarantor Subsidiaries” and, together with us, the “Guarantors”). The guarantees are full and unconditional, and the Subsidiary Issuer and each of the Guarantor Subsidiaries are consolidated subsidiaries of Toll Brothers, Inc. Our non-home building subsidiaries and several of our home building subsidiaries (together, the “Non-Guarantor Subsidiaries”) do not guarantee the Senior Notes. The Subsidiary Issuer generates no operating revenues and does not have any independent operations other than the financing of our other subsidiaries by lending the proceeds of its public debt offerings, including the Senior Notes. Our home building operations are conducted almost entirely through the Guarantor Subsidiaries. Accordingly, the Subsidiary Issuer’s cash flow and ability to service the Senior Notes is dependent upon the earnings of the Company’s subsidiaries and the distribution of those earnings to the Subsidiary Issuer, whether by dividends, loans or otherwise. Holders of the Senior Notes have a direct claim only against the Subsidiary Issuer and the Guarantors. The obligations of the Guarantors under their guarantees will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference or similar laws affecting the rights of creditors generally) under applicable law.

The indentures under which the Senior Notes were issued provide that any of our subsidiaries that provide a guarantee of our obligations under the Revolving Credit Facility will guarantee the Senior Notes. The indentures further provide that any Guarantor Subsidiary may be released from its guarantee so long as (i) no default or event of default exists or would result from release of such guarantee; (ii) the Guarantor Subsidiary being released has consolidated net worth of less than 5% of the Company’s consolidated net worth as of the end of our most recent fiscal quarter; (iii) the Guarantor Subsidiaries released from their guarantees in any fiscal year comprise in the aggregate less than 10% (or 15% if and to the extent necessary to permit the

cure of a default) of our consolidated net worth as of the end of our most recent fiscal quarter; (iv) such release would not have a material adverse effect on ours and our subsidiaries’ home building business; and (v) the Guarantor Subsidiary is released from its guaranty under the Revolving Credit Facility. If there are no guarantors under the Revolving Credit Facility, all Guarantor Subsidiaries under the indentures will be released from their guarantees.

The following summarized financial information is presented for Toll Brothers, Inc., the Subsidiary Issuer, and the Guarantor Subsidiaries on a combined basis after intercompany transactions and balances have been eliminated among Toll Brothers, Inc., the Subsidiary Issuer and the Guarantor Subsidiaries, as well as their investment in, and equity in earnings from the Non-Guarantor Subsidiaries.

Summarized Balance Sheet Data (amounts in millions):


	July 31, 2025
Assets
Cash	$	686.5
Inventory	$	10,911.8
Amount due from Non-Guarantor Subsidiaries	$	882.0
Total assets	$	13,225.4

Liabilities & Stockholders' Equity
Loans payable	$	933.1
Senior notes	$	1,741.0
Total liabilities	$	5,550.5
Stockholders' equity	$	7,674.9

Summarized Statement of Operations Data (amounts in millions):


	For the nine months ended July 31, 2025
Revenues	$	7,441.0
Cost of revenues	$	5,566.2
Selling, general and administrative	$	746.7
Income before income taxes	$	1,146.0
Net income	$	860.4

SEGMENTS

We operate in the following five geographic segments, with operations generally located in the states listed below:

•The North region: Connecticut, Delaware, Illinois, Massachusetts, Michigan, New Jersey, New York and Pennsylvania;

•The Mid-Atlantic region: Georgia, Maryland, North Carolina, Tennessee and Virginia;

•The South region: Florida, South Carolina and Texas;

•The Mountain region: Arizona, Colorado, Idaho, Nevada and Utah; and

•The Pacific region: California, Oregon and Washington.

The tables below summarize information related to units delivered and revenues, net contracts signed, and income (loss) before income taxes, by segment, for the periods indicated, and information related to backlog, by segment, as of the dates indicated.

Units Delivered and Revenues:


	Three months ended July 31,
	Revenues ($ in millions)						Units Delivered				Average Delivered Price ($ in thousands)
	2025		2024		% Change		2025	2024	% Change		2025		2024		% Change

North	$	438.7	$	375.1	17	%	409	386	6	%	$	1,072.6	$	971.8	10	%
Mid-Atlantic	400.7		335.7		19	%	435	362	20	%	$	921.2	$	927.4	(1)	%
South	757.9		776.3		(2)	%	932	934	—	%	$	813.2	$	831.1	(2)	%
Mountain	730.2		670.0		9	%	816	774	5	%	$	894.9	$	865.7	3	%
Pacific	553.1		566.4		(2)	%	367	358	3	%	$	1,507.0	$	1,581.9	(5)	%
Total home building	2,880.6		2,723.5		6	%	2,959	2,814	5	%	$	973.5	$	967.8	1	%
Other	0.4		1.0
Total home sales revenue	2,881.0		2,724.5		6	%	2,959	2,814	5	%	$	973.6	$	968.2	1	%
Land sales and other revenue	64.1		3.5
Total revenue	$	2,945.1	$	2,727.9


	Nine months ended July 31,
	Revenues ($ in millions)						Units Delivered				Average Delivered Price ($ in thousands)
	2025		2024		% Change		2025	2024	% Change		2025		2024		% Change

North	$	1,071.9	$	983.0	9	%	1,045	1,024	2	%	$	1,025.7	$	960.0	7	%
Mid-Atlantic	958.7		976.0		(2)	%	1,080	1,017	6	%	$	887.7	$	959.7	(8)	%
South	2,022.8		1,967.5		3	%	2,456	2,369	4	%	$	823.6	$	830.5	(1)	%
Mountain	2,042.8		1,727.0		18	%	2,335	1,945	20	%	$	874.9	$	887.9	(1)	%
Pacific	1,332.4		1,650.0		(19)	%	933	1,027	(9)	%	$	1,428.1	$	1,606.6	(11)	%
Total home building	7,428.6		7,303.5		2	%	7,849	7,382	6	%	$	946.4	$	989.4	(4)	%
Other	(0.4)		(0.2)
Total home sales revenue	7,428.2		7,303.3		2	%	7,849	7,382	6	%	$	946.4	$	989.3	(4)	%
Land sales and other revenue	115.1		210.0
Total revenue	$	7,543.3	$	7,513.3

Note: Due to rounding, amounts may not add.

Net Contracts Signed:


	Three months ended July 31,
	Net Contract Value ($ in millions)						Net Contracted Units				Average Contracted Price ($ in thousands)
	2025		2024		% Change		2025	2024	% Change		2025		2024		% Change

North	$	431.3	$	334.7	29	%	407	329	24	%	$	1,059.6	$	1,017.3	4	%
Mid-Atlantic	369.0		340.4		8	%	385	354	9	%	$	958.4	$	961.6	—	%
South	524.2		626.9		(16)	%	659	763	(14)	%	$	795.5	$	821.6	(3)	%
Mountain	575.6		658.1		(13)	%	653	721	(9)	%	$	881.5	$	912.7	(3)	%
Pacific	511.9		447.4		14	%	284	323	(12)	%	$	1,802.5	$	1,385.1	30	%
Total consolidated	$	2,412.0	$	2,407.5	—	%	2,388	2,490	(4)	%	$	1,010.1	$	966.9	4	%


	Nine months ended July 31,
	Net Contract Value ($ in millions)						Net Contracted Units				Average Contracted Price ($ in thousands)
	2025		2024		% Change		2025	2024	% Change		2025		2024		% Change

North	$	1,154.9	$	1,085.7	6	%	1,097	1,066	3	%	$	1,052.8	$	1,018.5	3	%
Mid-Atlantic	1,089.2		928.0		17	%	1,150	976	18	%	$	947.1	$	950.8	—	%
South	1,754.2		1,843.6		(5)	%	2,112	2,230	(5)	%	$	830.6	$	826.7	—	%
Mountain	1,805.2		1,971.5		(8)	%	2,057	2,206	(7)	%	$	877.6	$	893.7	(2)	%
Pacific	1,520.1		1,584.5		(4)	%	929	1,095	(15)	%	$	1,636.3	$	1,447.0	13	%
Total consolidated	$	7,323.6	$	7,413.3	(1)	%	7,345	7,573	(3)	%	$	997.1	$	978.9	2	%

4.1*

Thirty-Seventh Supplemental Indenture dated as of July 31, 2025 to the Indenture dated as of February 7, 2012 by and among the party listed on Schedule A hereto and The Bank of New York Mellon, as successor trustee

4.2

Authorizing Resolution, dated as of June 10, 2025, relating to the $500,000,000 aggregate principal amount of 5.600% Senior Notes due 2035 of Toll Brothers Finance Corp., guaranteed on a senior basis by Toll Brothers, Inc. and certain of its subsidiaries, is hereby incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2025

31.1*

Certification of Douglas C. Yearley, Jr. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Martin P. Connor pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of Douglas C. Yearley, Jr. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*

Certification of Martin P. Connor pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

The following financial statements from Toll Brothers, Inc. Quarterly Report on Form 10-Q for the quarter ended July 31, 2025, filed on August 28, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income, (iii) Condensed Consolidated Statements of Changes in Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Condensed Consolidated Financial Statements

101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are 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 thereunto duly authorized.

TOLL BROTHERS, INC.

(Registrant)

Date:

August 28, 2025

By:

/s/ Martin P. Connor

Martin P. Connor
Senior Vice President and Chief Financial
Officer (Principal Financial Officer)

Date:

August 28, 2025

By:

/s/ Michael J. Grubb

Michael J. Grubb
Senior Vice President and Chief Accounting
Officer (Principal Accounting Officer)

Toll Brothers, Inc. - Quarter Report: 2025 July (Form 10-Q)

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