What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-12-19 compared with 2024-12-20 · 322 added, 241 removed, 1503 unchanged (27% of the section changed)

23 unchanged sentences

Robert Parahus 62 President and Chief Operating Officer

Connor 60 Senior Vice President and Chief Financial Officer

Ziegler 53 Executive Vice President and Chief Financial Officer

joined us in 1990, specializing in land acquisitions and project finance.

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Parahus was promoted to President and Chief Operating Officer.

Connor joined us as Vice President and Assistant Chief Financial Officer in December 2008 and was appointed a Senior Vice President in December 2009.

Connor was appointed to his current position of Senior Vice President and Chief Financial Officer in September 2010.

From June 2008 to December 2008, Mr.

Connor was President of Marcon Advisors LLC, a finance and accounting consulting firm that he founded.

From October 2006 to June 2008, Mr.

Connor was Chief Financial Officer and Director of Operations for O’Neill Properties, a diversified commercial real estate developer in the Mid-Atlantic area.

Prior to October 2006, he spent over 20 years at Ernst & Young LLP as an Audit and Advisory Business Services Partner, responsible for the real estate practice for Ernst & Young LLP in the Philadelphia marketplace.

During the period from 1998 to 2005, he served on the Toll Brothers, Inc.

audit engagement.

Connor is a director of Univest Financial Corporation, a publicly traded banking and financial services provider serving customers primarily in Pennsylvania and New Jersey.

Ziegler joined us as an Assistant Finance Director in August 2002 within the Finance and Investor Relations department and has held various roles of increasing responsibilities since then.

Ziegler was promoted to Senior Vice President and was appointed Treasurer in 2013.

In May 2024, he assumed additional responsibilities as head of the Investor Relations department.

Effective November 1, 2025, Mr.

Ziegler was appointed to his current position of Executive Vice President and Chief Financial Officer.

Code of Ethics

8 unchanged sentences

Our Certificate of Incorporation and Bylaws provide for indemnification of our directors and officers.

We have also entered into individual indemnification agreements with each of our directors.

We have also entered into individual indemnification agreements with each of our directors and officers.

The remaining information required by this Item 10 will be included in our Proxy Statement for the 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”), and is incorporated herein by reference.

26 unchanged sentences

3.4 Certificate of Amendment of the Second Restated Certificate of Incorporation of the Registrant, dated as of March 8, 2016, is hereby incorporated by reference to Annex B to the Registrant’s definitive proxy statement on Schedule 14A its 2016 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on February 2, 2016.

3.5 Certificate of Amendment to Second Restated Certificate of Incorporation, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2025.

3.6 By-Laws of Toll Brothers, Inc., as Amended and Restated June 13, 2023 is hereby incorporated by reference to Exhibit 3.01 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2023.

2 unchanged sentences

Exhibit Number Description

4.3 Authorizing Resolutions, dated as of October 30, 2015, relating to the $350,000,000 principal amount of 4.875% Senior Notes due 2025 of Toll Brothers Finance Corp.

guaranteed on a senior basis by the Registrant and certain of its subsidiaries, is hereby incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2015.

4.4 Form of Global Note for Toll Brothers Finance Corp.’s 4.875% Senior Notes due 2025 is hereby incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2015.

4.3 Authorizing Resolutions, dated as of March 10, 2017, relating to the $300,000,000 principal amount of 4.875% Senior Notes due 2027 of Toll Brothers Finance Corp.

10 unchanged sentences

4.10 Form of Global Note for the Issuer’s 3.800% Senior Notes due 2029 is hereby incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2019.

4.11 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.

4.12 Form of Global Note for the Issuer’s 5.600% Senior Notes due 2035 is hereby incorporate d by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2025.

4.13 First Supplemental Indenture dated as of April 27, 2012, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.3 of the Registrant’s Form 10-Q for the quarter ended April 30, 2012.

27 unchanged sentences

4.39 Twenty-seventh Supplemental Indenture dated as of July 29, 2022, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-Q for the quarter ended July 31, 2022.

4.40 Twenty-eighth Supplemental Indenture dated as of October 31, 2022, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporate d by reference to Exhibit 4.43 of the Registrants’s Form 10-K for the year ended October 31, 2022.

4.41 Twenty-ninth Supplemental Indenture dated as of January 31, 2023, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporate d by reference to Exhibit 4.1 of the Registrants’s Form 10-Q for the quarter ended January 31, 2023.

4.42 Thirtieth Supplemental Indenture dated as of July 31, 2023, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporate d by reference to Exhibit 4.1 of the Registrants’s Form 10-Q for the quarter ended July 31, 2023.

4.40 Twenty-eighth Supplemental Indenture dated as of October 31, 2022, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.43 of the Registrants’s Form 10-K for the year ended October 31, 2022.

4.41 Twenty-ninth Supplemental Indenture dated as of January 31, 2023, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrants’s Form 10-Q for the quarter ended January 31, 2023.

4.42 Thirtieth Supplemental Indenture dated as of July 31, 2023, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.1 of the Registrants’s Form 10-Q for the quarter ended July 31, 2023.

Exhibit Number Description

4.43 Thirty-first Supplemental Indenture dated as of October 31, 2023, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee , is hereby incorporate d by re ference to Exhib it 4.43 of the Registrant ’ s Form 10-K for the year ended October 31, 2023 .

4.44 Thirty-Second Supplemental Indenture dated as of April 30, 2024 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 truste e , is hereby incorporate d by re ference to Exhi bit 4.1 of the Registra nt ’ s Form 10-Q for the quarter en ded July 31, Apri l 30, 2024.

4.45 Thirty-Third Supplemental Indenture dated as of July 31, 2024 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 truste e, is hereby incorporate d by re ference to Exhi bit 4.1 of the Regi strant ’ s Form 10-Q for the quarter ended July 31, 2024.

4.43 Thirty-first Supplemental Indenture dated as of October 31, 2023, to the Indenture dated as of February 7, 2012 by and among the parties listed on Schedule A thereto, and The Bank of New York Mellon, as successor Trustee, is hereby incorporated by reference to Exhibit 4.43 of the Registrant’s Form 10-K for the year ended October 31, 2023.

4.44 Thirty-Second Supplemental Indenture dated as of April 30, 2024 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, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-Q for the quarter ended July 31, April 30, 2024.

4.45 Thirty-Third Supplemental Indenture dated as of July 31, 2024 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, is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-Q for the quarter ended July 31, 2024.

4.46 Thirty-Fourth Supplemental Indenture dated as of October 31, 2024 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.

4.47 Thirty-Fifth Supplemental Indenture dated as of January 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.

4.48 Thirty-Sixth Supplemental Indenture dated as of April 30, 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.

4.49 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.

4.50** Thirty-Eighth Supplemental Indenture dated as of October 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.

4.51 Description of Certain of Registrant’s Securities is hereby incorporated by reference to Exhibit 4.44 of the Registrant’s Form 10-K for the year ended October 31, 2021.

8 unchanged sentences

3, dated November 1, 2018, to Credit Agreement dated as of February 3, 2014, as amended, by and among First Huntingdon Finance Corp., Toll Brothers, Inc., the designated guarantors party thereto, the lenders party thereto and SunTrust Bank, as Administrative Agent, is hereby incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 2, 2018.

Exhibit Number Description

10.6 Amendment No.

1 unchanged sentence

10.7 Amendment No.

5, dated as of February 14, 2023, to the Credit Agreement, dated as of February 3, 2014 (as amended by Amendment No.

1, dated as of May 19, 2016, Amendment No.

2, dated as of August 2, 2016, Amendment No.

3, dated as of November 1, 2018 and Amendment No.

4, dated as of October 31, 2019), among First Huntingdon Finance Corp., Toll Brothers, Inc., the Lenders party thereto and Truist Bank, as Administrative Agent, is hereby incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2023

Exhibit Number Description

10.8 Term Loan Extension Agreements, effective as of October 31, 2020, with respect to the Term Loan Credit Agreement dated as of February 3, 2014 (as amended by Amendment No.

1, dated as of May 19, 2016, Amendment No.

2, dated as of August 2, 2016, Amendment No.

3, dated as of November 1, 2018, and Amendment No.

4, dated as of November 1, 2019) among the Registrant, the Borrower, the lenders party thereto and SunTrust Bank, as Administrative Agent is hereby incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2020.

10.9 Term Loan Extension Agreements, effective as of October 31, 2021, with respect to the Term Loan Credit Agreement dated as of February 3, 2014 (as amended by Amendment No.

1, dated as of May 19, 2016, Amendment No.

2, dated as of August 2, 2016, Amendment No.

3, dated as of November 1, 2018, and Amendment No.

4, dated as of November 1, 2019) among the Registrant, the Borrower, the lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent is hereby incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2020.

5, dated as of February 14, 2023, to the Credit Agreement, dated as of February 3, 2014 (as amended, supplemented or otherwise modified), among First Huntingdon Finance Corp., Toll Brothers, Inc., the Lenders party thereto and Truist Bank, as Administrative Agent, is hereby incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2023.

10.8 Term Loan Extension Agreements, effective as of October 31, 2020, with respect to the Term Loan Credit Agreement dated as of February 3, 2014 (as amended, supplemented or otherwise modified) among the Registrant, the Borrower, the lenders party thereto and SunTrust Bank, as Administrative Agent is hereby incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2020.

10.9 Term Loan Extension Agreements, effective as of October 31, 2021, with respect to the Term Loan Credit Agreement dated as of February 3, 2014 (as amended, supplemented or otherwise modified) among the Registrant, the Borrower, the lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent is hereby incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 31, 2020.

10.10 Credit Agreement Extension Agreements, dated as of February 7, 2025 to the Credit Agreement, dated as of February 14, 2023, among First Huntingdon Finance Corp., Toll Brothers, Inc., the Lenders party thereto and Mizuho Bank, Ltd., as Administrative Agent, is hereby incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 2025.

10.11 Term Loan Extension Agreements, effective as of February 7, 2025, with respect to the Term Loan Credit Agreement dated as of February 3, 2014 (as amended, supplemented or otherwise modified) among the Registrant, the Borrower, the lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent is hereby incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 2025.

10.12* Toll Brothers, Inc.

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333-144230) filed with the Securities and Exchange Commission on October 29, 2008.

Exhibit Number Description

10.19* Form of Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc.

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10.23* Form of Restricted Stock Unit Agreement (Non-Executive Directors) pursuant to the Toll Brothers, Inc.

2019 Omnibus Incentive Plan**

2019 Omnibus Incentive Plan is hereby incorporated by reference to Exhibit 10.21 to the Registrant's Form 10-K for the year ended October 31, 2024.

10.24* Toll Brothers, Inc.

2019 Omnibus Incentive Plan, is hereby incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2019.

Exhibit Number Description

10.25* Form of Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc.

18 unchanged sentences

Executive Severance Plan, is hereby incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2019.

Exhibit Number Description

10.35* Form of Indemnification Agreement between the Registrant and the members of its Board of Directors, is hereby incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 17, 2009.

19.1** Insider Trading Policy.

19.1 Insider Trading Policy is hereby incorporated by reference to Exhibit 19.1 of the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 20, 2024.

21** Subsidiaries of the Registrant.

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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.

31.2** Certification of Gregg L.

Ziegler pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1** Certification of Douglas C.

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.

97* Compensation Clawback Policy .

Exhibit Number Description

32.2** Certification of Gregg L.

Ziegler pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97* Compensation Clawback Policy is hereby incorporated by reference to Exhibit 97 of the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 20, 2024.

101 The following financial statements from Toll Brothers, Inc.

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Officer (Principal Executive Officer)

/s/ Martin P.

Connor Senior Vice President and Chief Financial Officer December 20, 2024

Connor (Principal Financial Officer)

Ziegler Executive Vice President and Chief Financial December 19, 2025

Ziegler Officer (Principal Financial Officer)

/s/ Michael J.

79 unchanged sentences

Accrual for Self-insurance

Description of the Matter As described in Notes 1 and 7 of the consolidated financial statements, the Company maintains general liability insurance, including construction defect and bodily injury coverage, and workers’ compensation insurance.

Description of the Matter As described in Notes 1 and 6 of the consolidated financial statements, the Company maintains general liability insurance, including construction defect, bodily injury coverage, and workers’ compensation insurance.

These insurance policies protect the Company against a portion of the risk of loss from claims related to home building activities, subject to certain self-insured retentions, deductibles and other coverage limits.

1 unchanged sentence

The Company’s accrual for self-insurance was $237.4 million as of October 31, 2025.

The Company records expenses and accrues liabilities based on the estimated costs required to cover its self-insured liability and the estimated costs of potential claims and claim adjustment expenses that are above coverage limits or that are not covered by insurance policies.

These estimated costs are based on an analysis of historical claims and industry data.

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Description of the Matter As described in Notes 1 and 2 of the consolidated financial statements, the Company states its inventory at cost unless an impairment exists, in which case the inventory is written down to fair value.

For the year ended October 31, 2024, the Company recorded inventory impairment charges of $52.8 million to operating communities and land owned for future communities.

For the year ended October 31, 2025, the Company recorded inventory impairment charges of $32.4 million to operating communities.

The Company regularly evaluates whether there are any impairment indicators for inventory present at the community level.

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For example, we tested controls over management’s review of the significant assumptions and data inputs utilized in the calculation of future undiscounted cash flows.

To test the Company’s estimated future cash flows used to test for the recoverability of a community and, if applicable, the measurement of an impairment loss, we performed audit procedures that included, among others, testing the significant assumptions discussed above and the underlying data used by the Company in its impairment analyses, evaluating the methodologies applied by management, and recalculating the total undiscounted cash flows in each analysis.

In certain cases, we involved our internal real estate valuation specialists to assist in performing these procedures.

13 unchanged sentences

554,720 590,611

Real estate and related assets held for sale 420,969 —

Mortgage loans held for sale – at fair value 200,816 191,242

10 unchanged sentences

Accrued expenses 2,061,919 1,752,848

Liabilities related to assets held for sale 172,186 —

Income taxes payable 177,116 114,547

2 unchanged sentences

Preferred stock, none issued

Common stock, 112,937 shares issued at October 31, 2024 and October 31, 2023 1,129 1,129

Common stock, 102,937 and 112,937 shares issued at October 31, 2025 and 2024, respectively

Additional paid-in capital 687,123 694,713

Retained earnings 8,574,807 8,153,356

Treasury stock, at cost —13,149 and 9,146 shares at October 31, 2024 and October 31, 2023, respectively ( 1,209,547 ) ( 619,150 )

Treasury stock, at cost — 8,140 and 13,149 shares at October 31, 2025 and 2024, respectively

( 1,014,568 ) ( 1,209,547 )

Accumulated other comprehensive income ("AOCI") 22,272 31,277

19 unchanged sentences

Income from operations 1,720,614 2,040,187 1,724,755

(Loss) income from unconsolidated entities ( 23,843 ) 50,098 23,723

Income (loss) from unconsolidated entities 19,054 ( 23,843 ) 50,098

Other income – net 51,703 69,296 67,518

17 unchanged sentences

Balance, 10/31/2022

127,937 1,279 716,786 6,166,732 ( 916,327 ) 37,618 6,006,088 15,752 6,021,840

Net income 1,372,071 1,372,071 1,372,071

2 unchanged sentences

Stock-based compensation 24,805 24,805 24,805

Cancellation of treasury stock ( 15,000 ) ( 150 ) ( 771,669 ) 771,819 — —

Dividends declared

1 unchanged sentence

Other comprehensive income 3,292 3,292 3,292

Income attributable to non-controlling interest — 64 64

Capital distributions, net — ( 29,743 ) ( 29,743 )

Loss attributable to non-controlling interest — ( 666 ) ( 666 )

Capital contributions, net — 960 960

Balance, 10/31/2023

112,937 1,129 698,548 6,675,719 ( 619,150 ) 40,910 6,797,156 16,046 6,813,202

Net income 1,571,195 1,571,195 1,571,195

2 unchanged sentences

Stock-based compensation 29,558 29,558 29,558

Cancellation of treasury stock ( 15,000 ) ( 150 ) ( 771,669 ) 771,819 — —

Dividends declared

( 93,558 ) ( 93,558 ) ( 93,558 )

Other comprehensive income 3,292 3,292 3,292

Other comprehensive loss ( 9,633 ) ( 9,633 ) ( 9,633 )

Loss attributable to non-controlling interest

2 unchanged sentences

Balance, 10/31/2024

112,937 1,129 694,713 8,153,356 ( 1,209,547 ) 31,277 7,670,928 15,787 7,686,715

Net income 1,346,486 1,346,486 1,346,486

2 unchanged sentences

Stock-based compensation 30,834 30,834 30,834

Cancellation of treasury stock ( 10,000 ) ( 100 ) ( 827,986 ) 828,086 — —

Dividends declared ( 97,049 ) ( 97,049 ) ( 97,049 )

3 unchanged sentences

Balance, 10/31/2025

102,937 1,029 687,123 8,574,807 ( 1,014,568 ) 22,272 8,270,663 15,401 8,286,064

See accompanying notes.

8 unchanged sentences

Stock-based compensation 30,834 29,558 24,805

Loss (income) from unconsolidated entities 23,843 ( 50,098 ) ( 23,723 )

(Income) loss from unconsolidated entities ( 19,054 ) 23,843 ( 50,098 )

Distributions of earnings from unconsolidated entities 61,411 39,276 88,393

1 unchanged sentence

Impairment charges and write-offs 100,036 72,789 69,537

(Gain) loss on sale of assets ( 5,042 ) ( 416 ) 576

Gain on sale of assets — ( 5,042 ) ( 416 )

Other - net 740 ( 1,544 ) 3,181

13 unchanged sentences

Proceeds from the sale of assets, including ownership interests in unconsolidated entities — 1,139 26,049

Net increase in cash from consolidation of joint ventures 5,348 — —

Other – net ( 1,678 ) ( 3,242 ) —

1 unchanged sentence

Cash flow used in financing activities:

Proceeds from issuance of senior notes 498,180 — —

Proceeds from loans payable 4,524,779 3,744,727 3,079,142

2 unchanged sentences

Redemption of senior notes ( 350,020 ) — ( 400,000 )

Proceeds (payments) related to stock-based benefit plans – net 4,131 48,269 ( 690 )

(Payments) proceeds related to stock-based benefit plans – net ( 19,923 ) 4,131 48,269

Proceeds related to sales to land bank programs 52,070 — —

Payments related to repurchases from land bank programs ( 91,485 ) — —

Purchase of treasury stock and excise tax payment ( 651,016 ) ( 627,061 ) ( 561,595 )

Dividends paid ( 97,075 ) ( 93,401 ) ( 91,082 )

Receipts (payments) related to noncontrolling interest – net 167 11 ( 25,766 )

Receipts related to noncontrolling interest – net 637 167 11

Net cash used in financing activities ( 833,875 ) ( 816,455 ) ( 1,170,038 )

Net increase (decrease) in cash, cash equivalents, and restricted cash 26,094 ( 54,209 ) ( 285,862 )

Net (decrease) increase in cash, cash equivalents, and restricted cash ( 31,497 ) 26,094 ( 54,209 )

Cash, cash equivalents, and restricted cash, beginning of year 1,370,435 1,344,341 1,398,550

28 unchanged sentences

See Note 2, “Inventory.”

Once a parcel of land has been approved for development and we open one of our typical communities, it may take four or more years to fully develop, sell, and deliver all the homes in such community.

Once a parcel of land has been approved for development and we open one of our typical communities, it may take four years or more to fully develop, sell, and deliver all the homes in such community.

Longer or shorter time periods are possible depending on the number of home sites in a community and the sales and delivery pace of the homes in a community.

39 unchanged sentences

We believe the use of ASC 825 improves consistency of mortgage loan valuations between the date the borrower locks in the interest rate on the pending mortgage loan and the date of the mortgage loan sale.

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

At the end of the reporting period, we determine the fair value of our mortgage loans held for sale and the forward loan commitments we have

entered into as a hedge against the interest rate risk of our mortgage loans using the market approach to determine fair value.

The evaluation is based on the current market pricing of mortgage loans with similar terms and values as of the reporting date, and such pricing is applied to the mortgage loan portfolio.

9 unchanged sentences

Additionally, we track cumulative earnings and distributions from our investments in unconsolidated entities.

For cash flow classification, to the extent distributions do not exceed cumulative earnings, we designate such distributions as return on capital and reflected in the operating section of our Consolidated Statements of Cash Flows.

For cash flow classification, to the extent distributions do not exceed cumulative earnings, we designate such distributions as return on capital and reflect them in the operating section of our Consolidated Statements of Cash Flows.

Distributions in excess of cumulative earnings are treated as return of capital and reflected in the investing section of our Consolidated Statements of Cash Flows.

6 unchanged sentences

See “Inventory” above for more detailed disclosure on our evaluation of inventory.

For our unconsolidated entities that own, develop, and manage for-rent residential apartments, we review rental trends, expected future expenses, and expected future cash flows to determine estimated fair values of the underlying properties.

For our unconsolidated entities that own, develop, and manage for-rent residential apartments, they review rental trends, expected future expenses, and expected future cash flows to determine estimated fair values of the underlying properties.

If a valuation adjustment is recorded by an unconsolidated entity related to its assets, our proportionate share is reflected in income from unconsolidated entities with a corresponding decrease to our investment in unconsolidated entities.

13 unchanged sentences

We recognize derivatives as either assets or liabilities on the balance sheet and measure those instruments at fair value.

We have entered into interest rate swaps related to a portion of our variable rate debt.

Through October 31, 2025, we were party to interest rate swaps related to a portion of our variable rate debt.

These derivative transactions are designated as cash flow hedges.

The entire change in the fair value of these derivative transactions included in the assessment of hedge effectiveness is initially reported in Accumulated other comprehensive income (loss) and subsequently reclassified to home sales cost of revenues in the accompanying Consolidated Statements of Operations and Comprehensive Income when the hedged transaction affects earnings.

The entire change in the fair value of these derivative transactions included in the assessment of hedge effectiveness was initially reported in Accumulated other comprehensive income (loss) and subsequently reclassified to home sales cost of revenues in the accompanying Consolidated Statements of Operations and Comprehensive Income when the hedged transaction affects earnings.

If it is determined that a derivative is not highly effective as a hedge, or if the hedged forecasted transaction is no longer probable of occurring, the amount recognized in Accumulated other comprehensive income (loss) is released to earnings.

6 unchanged sentences

When treasury stock is cancelled, any excess purchase price over par value is charged directly to retained earnings.

In fiscal 2023, we cancelled 15 million shares of treasury stock.

No treasury stock was cancelled in fiscal 2024 and 2022.

In fiscal 2025 and 2023, we cancelled 10 million and 15 million shares of treasury stock, respectively.

No treasury stock was cancelled in fiscal 2024.

Revenue and Cost Recognition

5 unchanged sentences

As of October 31, 2025, the home sales revenues and related costs we deferred related to these obligations were immaterial.

Our contract liabilities, consisting of deposits received from customers for sold but undelivered homes, totaled $ 488.7 million and $ 540.7 million at October 31, 2024 and October 31, 2023, respectively.

Our contract liabilities, consisting of deposits received from customers for sold but undelivered homes, totaled $ 418.9 million, $ 488.7 million, and $ 540.7 million at October 31, 2025, 2024, and 2023, respectively.

Of the outstanding customer deposits held as of October 31, 2024, we recognized $ 455.9 million in home sales revenues during the fiscal year ended October 31, 2025.

11 unchanged sentences

(2) lot sales to third-party builders within our master-planned communities;

(3) bulk land sales to third parties of land we have decided no longer meets our development criteria;

(3) bulk land 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);

30 unchanged sentences

Though state regulations vary, construction defect claims may be reported and resolved over a prolonged period of time, which can extend for 10 years or longer.

As a result, the majority of the estimated

liability relates to IBNR.

As a result, the majority of the estimated liability relates to IBNR.

Adjustments to our liabilities related to homes delivered in prior years are recorded in the period in which a change in our estimate occurs.

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Key assumptions used in these estimates include claim frequencies, severity, and settlement patterns, which can occur over an extended period of time.

In addition, changes in the frequency and severity of reported claims and the estimates to settle claims can impact the trends and assumptions used in the actuarial analysis, which could be material to our consolidated financial statements.

In addition, changes in the frequency and severity of reported claims and the estimates to settle claims can impact the trends and

assumptions used in the actuarial analysis, which could be material to our consolidated financial statements.

Due to the degree of judgment required, and the potential for variability in these underlying assumptions, our actual future costs could differ from those estimated, and the difference could be material to our consolidated financial statements.

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Fair value for restricted stock units is determined based on the quoted price of our common shares on the New York Stock Exchange on the grant date, adjusted for post-vesting restrictions applicable to retirement eligible participants.

We used a lattice model for the valuation of our stock option grants.

Through fiscal 2023, we issued stock option awards to eligible employees.

We used a lattice model for the valuation of stock option grants.

The option pricing models used are designed to estimate the value of options that, unlike employee stock options and restricted stock units, can be traded at any time and are transferable.

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• The North region:

Connecticut, Delaware, Illinois, Massachusetts, Michigan, New Jersey, New York and Pennsylvania;

Connecticut, Delaware, Massachusetts, Michigan, New Jersey, New York and Pennsylvania;

• The Mid-Atlantic region:

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

In fiscal 2024, we discontinued the sale of homes in Illinois.

Our operations in Illinois were immaterial to the North geographic segment.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU No.

2024-03, “Income Statement—Reporting Comprehensive Income—Expense

Disaggregation Disclosures (Subtopic 220-40):

In November 2024, the FASB issued Accounting Standards Update ("ASU") 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements.

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We are currently evaluating the impact this standard will have on our disclosures.

In August 2023, the FASB issued ASU 2023-05, “Business Combinations - Joint Venture Formations” (“ASU 2023-05”), which addresses the accounting for contributions made to a joint venture.

ASU 2023-05 requires joint ventures to measure all assets and liabilities upon formation at fair value.

This guidance is to be applied prospectively for all joint venture formations with a formation date on or after January 1, 2025.

We adopted ASU 2023-05 effective January 1, 2025.

The adoption of ASU 2023-05 impacted our disclosures only and has been applied to all joint venture formations in our current fiscal year.

In November 2023, the FASB issued ASU No.

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The amendments in this update also expand the interim segment disclosure requirements.

ASU 2023-07 will be effective for our fiscal year ending October 31, 2025 and for interim periods starting in our first quarter of fiscal 2026.

Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis.

We are currently evaluating the impact this standard will have on our disclosures.

We have adopted ASU 2023-07 and included the required disclosures in Note 15, “Information on Segments”.

The adoption of ASU 2023-07 impacted our disclosure only.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

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We are currently evaluating the impact this standard will have on our disclosures.

In March 2024, the SEC issued final rules on the enhancement and standardization of climate-related disclosures.

The rules require disclosure of material climate-related risks;

activities to mitigate or adapt to such risks;

governance and management of

and material greenhouse gas (GHG) emissions from operations owned or controlled (Scope 1) and/or indirect emissions from purchased energy consumed in operations (Scope 2).

Additionally, the rules require disclosures in the notes to the financial statements of the effects of severe weather events and other natural conditions, subject to certain materiality thresholds.

On March 15, 2024, a federal appellate court imposed a temporary stay pending judicial review of these new rules and on April 4, 2024, the SEC voluntarily stayed implementation pending completion of the judicial review.

We are currently awaiting the outcome of the litigation or other actions the SEC may take with respect to this rule.

Reclassification

Certain prior period amounts have been reclassified to conform to the fiscal 2024 presentation.

In fiscal 2022, we acquired substantially all of the assets and operations of a privately-held home builder with operations in San Antonio, Texas for approximately $ 48.1 million in cash.

The assets acquired, which consisted of 16 communities, were primarily inventory, including approximately 450 home sites owned or controlled through land purchase agreements.

This acquisition was accounted for as an asset acquisition and was not material to our results of operations or financial condition.

On September 18, 2025, we announced an agreement to sell our interests in approximately half of our Apartment Living portfolio, as well as our Apartment Living operating platform, to Kennedy Wilson for a purchase price of approximately $ 380 million, as adjusted to reflect ongoing investment in certain assets since the September announcement.

In December 2025, we completed a significant portion of the sale to Kennedy Wilson, including our operating platform, with the remaining portion expected to occur in the first half of our fiscal 2026.

In connection with the transaction, Kennedy Wilson has agreed to assume our management responsibilities for our retained interests in for-rent properties.

We expect to sell our interests in these retained assets over time.

This business is not considered to be a strategic component of the Company’s operations, nor will it have a major effect on our operations and financial results.

Accordingly, the operating results of these properties are included within continuing operations for all periods reported.

However, the transaction met the criteria to be classified as held for sale during the period and has been classified accordingly in our consolidated balance sheet at October 31, 2025.

The table below summarizes the components of real estate assets and liabilities held for sale as of October 31, 2025 (amounts in thousands):

October 31, 2025

Cash and cash equivalents $ 773

Property, construction and office equipment - net 187,482

Receivables, prepaid expenses and other assets 111,483

Investments in unconsolidated entities (1)

Real estate and related assets held for sale

Loans payable $ 114,254

Accrued expenses 57,932

Liabilities related to assets held for sale $ 172,186

(1) Includes investments in unconsolidated entities for 18 joint ventures.

Of these 18 joint ventures, six have remaining funding commitments of $ 23.5 million as of October 31, 2025.

Additionally, 16 of these 18 joint ventures have aggregate loan commitments of $ 1.24 billion and amounts outstanding under such commitments totaling $ 1.03 billion as of October 31, 2025.

At October 31, 2025, our maximum estimated exposure under repayment and carry cost guarantees related to these loan commitments totaled $ 171.1 million and our exposure based on amounts outstanding at October 31, 2025 was $ 134.9 million.

We expect to remain on certain of these guarantees subsequent to the sale of our interests to Kennedy Wilson until the related loan commitments are terminated or refinanced.

We expect to enter, or have entered, into reimbursement or similar agreements with Kennedy Wilson whereby Kennedy Wilson will reimburse us if we are required to fund repayment or carry cost guarantees.

Major components of inventory at October 31, 2025 and 2024 consisted of the following (amounts in thousands):

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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”).

The amounts we have provided for inventory impairment charges and the expensing of costs that we believed not to be recoverable, included in home sales cost of revenues, in each of the three fiscal years ended October 31, 2025, 2024, and 2023, are shown in the table below (amounts in thousands):

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$ 65,914 $ 59,441 $ 30,706

We have also recognized $ 4.4 million, $ 30.6 million, and $ 6.8 million of impairment charges on land held for sale included in land sales and other cost of revenues during the fiscal years ended October 31, 2024, 2023, and 2022, respectively.

We have also recognized $ 26.9 million, $ 4.4 million, and $ 30.6 million of impairment charges on land that we no longer plan to develop which are included in land sales and other cost of revenues during the fiscal years ended October 31, 2025, 2024, and 2023, respectively.

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

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or (iii) develop luxury for-rent residential apartments and single family homes, commercial space, and a hotel (“Rental Property Joint Ventures”).

As described in Note 1, “Significant Accounting Policies - Disposition”, certain of our unconsolidated entities are classified within “Real estate and related assets held for sale” on our Consolidated Balance Sheet of October 31, 2025.

As such, the related data for those unconsolidated entities has been excluded from the tables below.

Applicable information with respect to these unconsolidated entities held for sale can be found within Note 1.

The table below provides information as of October 31, 2025, regarding active joint ventures that we were invested in, by joint venture category ($ amounts in thousands):

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Joint Ventures Rental Property

Joint Ventures Other

Joint Ventures

Joint Ventures Total

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$ 315,506 $ 769 $ 13,878 $ 1,012 $ 331,165

(1) Our total investment includes $ 158.0 million related to eight unconsolidated joint venture-related variable interests in VIEs and our maximum exposure to losses related to these VIEs is approximately $ 369.8 million as of October 31, 2024, inclusive of our investment in these joint ventures.

(1) Our total investment includes $ 151.6 million related to seven unconsolidated joint venture-related variable interests in VIEs and our maximum exposure to losses related to these VIEs is approximately $ 219.7 million as of October 31, 2025, inclusive of our investment in these joint ventures.

Our ownership interest in such unconsolidated Joint Venture VIEs ranges from 25 % to 50 % .

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$ 242,966 $ — $ 65,444 $ 4,427 $ 312,837

(1) Our total investment includes $ 121.6 million related to 11 unconsolidated joint venture-related variable interests in VIEs and our maximum exposure to losses related to these VIEs is approximately $ 329.3 million as of October 31, 2023, inclusive of our investment in joint ventures.

Our ownership interest in such unconsolidated Joint Venture VIEs ranges from 25 % to 50 % .

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Joint Ventures Rental Property

Joint Ventures Total

Joint Ventures

Number of joint ventures with debt financing

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The table below provides information on joint ventures entered into during fiscal 2025 ($ amounts in thousands):

Land Development Joint Ventures

Land Development Joint Ventures Home Building Joint Ventures Rental Property Joint Ventures

Number of unconsolidated joint ventures entered into during the period 6 1 3

Aggregate joint venture fair value at formation date $ 232,100 $ 15,800 $ 44,700

Investment balance at October 31, 2025

$ 140,508 $ 14,769 $ 17,901

The table below provides information on joint ventures entered into during fiscal 2024 ($ amounts in thousands):

Land Development Joint Ventures Rental Property Joint Ventures

Land Development Joint Ventures

Number of unconsolidated joint ventures entered into during the period 1

Investment balance at October 31, 2024

$ 14,867 $ 59,567

Number of consolidated joint ventures entered into during the period — 1

Carrying value of consolidated joint ventures’ assets at October 31, 2023

Noncontrolling interests in consolidated joint ventures at October 31, 2023

Results of Operations and Intra-entity Transactions

From time to time, certain of our Rental Property Joint Ventures sell assets to unrelated parties.

In fiscal 2024, 2023 and 2022, certain of our Rental Property Joint Ventures sold their underlying assets and we recognized our proportionate share of the gains of $ 24.1 million, $ 50.9 million, and $ 21.0 million, respectively, which is included in “(Loss) income from unconsolidated entities” in our Consolidated Statements of Operations and Comprehensive Income.

In fiscal 2023, we sold our ownership interest in one of our Rental Property Joint Ventures and recognized a gain of $ 16.0 million, which is included in “Income from unconsolidated entities” in our Consolidated Statements of Operations and Comprehensive Income.

In fiscal 2025, 2024 and 2023, certain of our Rental Property Joint Ventures sold their underlying assets and we recognized our proportionate share of the gains of $ 45.1 million, $ 24.1 million, and $ 50.9 million, respectively, which is included in “Income (loss) from unconsolidated entities” in our Consolidated Statements of Operations and Comprehensive Income.

During the third quarter of fiscal 2025, we consolidated two of our Home Building Joint Ventures as a result of us obtaining control of these entities during the period.

In fiscal 2023, we sold our ownership interest in one of our Rental Property Joint Ventures and recognized a gain of $ 16.0 million, which is included in “Income (loss) from unconsolidated entities” in our Consolidated Statements of Operations and Comprehensive Income.

No similar gains were recognized in fiscal 2025 or 2024.

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In some instances, we and our joint venture partner have provided joint and several guarantees in connection with loans to unconsolidated entities.

In these situations, 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;

In these situations, 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 October 31, 2025, in the event we become legally obligated to perform under a guarantee of an 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.

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1 month - 3.0 years

(1) At October 31, 2024 and 2023, our maximum estimated exposure under repayment and carry cost guarantees includes approximately $ 102.3 million, related to our unconsolidated joint venture VIEs.

(1) At October 31, 2025 and 2024, our maximum estimated exposure under repayment and carry cost guarantees includes approximately $ 20.6 million and $ 102.3 million, respectively, related to our unconsolidated joint venture VIEs.

The maximum exposure estimates presented above 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 indemnities noted above, which are not estimable.

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Information regarding our involvement in unconsolidated joint-venture related variable interests in VIEs has been disclosed throughout information presented above.

Our ownership interest in consolidated Joint Venture VIEs presented in the table below ranges from 82 % to 98 %.

The income/losses generated from such joint ventures were not material.

The table below provides information as of October 31, 2025 and October 31, 2024, regarding our consolidated joint venture-related variable interests in VIEs ($ amounts in thousands):

Balance Sheet Classification October 31, 2024 October 31, 2023

Balance Sheet Classification October 31, 2025

October 31, 2024

Number of Joint Venture VIEs that the Company is the primary beneficiary and consolidates

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Our partners’ interests in consolidated VIEs Noncontrolling interest $ 4,700 $ 9,800

Our ownership interest in the above consolidated Joint Venture VIEs ranges from 75 % to 98 %.

The income/losses generated from such joint ventures were not material.

(1) Excluded from the table above is three of our consolidated joint venture-related interests in VIEs have been classified within “Real estate and related assets held for sale” on our Consolidated Balance Sheet of October 31, 2025.

Our ownership interest in these joint ventures ranges from 75 % to 98 %.

These consolidated joint ventures had an aggregate carrying value of $ 50.4 million and our noncontrolling interest totaled $ 4.5 million as of October 31, 2025.

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.

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In addition, in certain of the joint ventures, in the event additional contributions are required to be funded to the joint ventures prior to the admission of any additional investor at a future date, we will fund 100% 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 VIEs’ other partners or such activities were controlled by our

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.

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The Condensed Combined Balance Sheets, as of the dates indicated, and the Condensed Combined Statements of Operations, for the periods indicated, for the unconsolidated entities in which we have an investment, aggregated by type, are included below (in thousands).

The balances within Rental Property Joint Ventures includes the financial positions of the unconsolidated entities that have been classified as held for sale on our Consolidated Balance Sheet as of October 31, 2025.

Condensed Combined Balance Sheets:

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Ventures Home

Rental Property Joint Ventures Other

Ventures Total

Rental Property Joint Ventures Other Joint Ventures Total

Cash and cash equivalents $ 95,741 $ 16,492 $ 50,191 $ 367 $ 162,791

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Income (loss) from operations 28,558 ( 15,848 ) ( 201,761 ) 1,337 ( 187,714 )

Other income (loss) (2)

Other income - net (2)

6,440 384 137,022 3,692 147,538

Income before income taxes 66,141 46,716 45,666 8,267 166,790

Income tax provision 268 37 291 — 596

Net income $ 65,873 $ 46,679 $ 45,375 $ 8,267 $ 166,194

Income (loss) before income taxes 34,998 ( 15,464 ) ( 64,739 ) 5,029 ( 40,176 )

Income tax provision (benefit) 364 423 ( 4,480 ) — ( 3,693 )

Net income (loss) $ 34,634 $ ( 15,887 ) $ ( 60,259 ) $ 5,029 $ ( 36,483 )

Company’s equity in earnings (losses) of unconsolidated entities (3)

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Income (loss) from operations 56,663 46,892 ( 117,219 ) 5,241 ( 8,423 )

Other income (2)

Other income (loss) - net (2)

9,478 ( 176 ) 162,885 3,026 175,213

Income before income taxes 66,141 46,716 45,666 8,267 166,790

Income tax provision (benefit) 214 367 ( 940 ) — ( 359 )

Income tax provision 268 37 291 — 596

Net income $ 65,873 $ 46,679 $ 45,375 $ 8,267 $ 166,194

Company’s equity in earnings of unconsolidated entities (3)

Company’s equity in earnings (losses) of unconsolidated entities (3)

$ 10,724 $ ( 6,324 ) $ ( 30,339 ) $ 2,096 $ ( 23,843 )

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Total expenses 210,185 33,784 319,062 22,084 585,115

Loss on disposition of loans and REO — — — ( 113 ) ( 113 )

Income (loss) from operations 30,180 4,340 ( 80,411 ) 6,137 ( 39,754 )

Other income (2) 23,292 804 36,805 — 60,901

Income (loss) before income taxes 48,639 11,902 ( 1,128 ) 9,927 69,340

Other income - net (2)

2,500 205 102,865 241 105,811

Income before income taxes 32,680 4,545 22,454 6,378 66,057

Income tax provision (benefit) 214 367 ( 940 ) — ( 359 )

Net income (loss) 48,291 11,394 ( 521 ) 9,927 69,091

Company’s equity in earnings (losses) of unconsolidated entities (3)

Net income 32,466 4,178 23,394 6,378 66,416

Company’s equity in earnings of unconsolidated entities (3)

$ 13,178 $ 972 $ 34,327 $ 1,621 $ 50,098

(2) Other income generated by Rental Property Joint Ventures for the years ending October 31, 2024, 2023, and 2022 include gains of $ 176.1 million, $ 106.2 million, and $ 29.9 million related to the sale of assets by multiple Rental Property Joint Ventures.

(2) Other income generated by Rental Property Joint Ventures for the years ending October 31, 2025, 2024, and 2023 include gains of $ 146.1 million, $ 176.1 million, and $ 106.2 million, respectively, related to the sale of assets by multiple Rental Property Joint Ventures.

(3) Differences between our income (loss) from unconsolidated entities and our percentage interest in the underlying net income (loss) of the entities are primarily a result of distributions from entities in excess of the carrying amount of our investment;

promote earned on the gains recognized by join ventures and those promoted cash flows being distributed;

promote earned on the gains recognized by joint ventures and those promoted cash flows being distributed;

other than temporary impairments we have recognized;

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Loans payable – other

249,087 437,969

Deferred issuance costs ( 2,699 ) ( 2,152 )

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Senior Unsecured Term Loan

We are party to a $ 650.0 million senior unsecured term loan facility (the “Term Loan Facility”) with a syndicate of banks of which $ 487.5 million matures February 14, 2028, $ 101.6 million matures on November 1, 2025 and the remaining $ 60.9 million matures on November 1, 2026.

There are no payments required before these stated maturity dates.

Under the Term Loan Facility, we may select interest rates equal to (i) 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.

We are party to a $ 650.0 million senior unsecured term loan facility (the “Term Loan Facility”) with a syndicate of banks.

On February 7, 2025, we entered into an agreement to amend the Term Loan Facility to extend the maturity date of all $ 650.0 million of outstanding term loans to February 7, 2030.

No 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 October 31, 2025, the interest rate on the Term Loan Facility was 5.14 % per annum.

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The Term Loan Facility contains substantially the same financial covenants as the Revolving Credit Facility described below.

In November 2020, we entered into five interest rate swap transactions to hedge $ 400.0 million of the Term Loan Facility through October 2025.

The interest rate swaps effectively fix the interest cost on the $ 400.0 million at 0.369 % plus the spread set forth in the pricing schedule in the Term Loan Facility, which was 0.90 % as of October 31, 2024.

These interest rate swaps were designated as cash flow hedges.

In November 2020, we entered into five interest rate swap transactions to hedge $ 400.0 million of the Term Loan Facility.

The interest rate swaps effectively fixed the interest cost on the $ 400.0 million at 0.369 % plus the spread set forth in the pricing schedule in the Term Loan Facility, which was 0.90 % as of October 31, 2025.

These interest rate swaps were designated as cash flow hedges and expired on October 31, 2025.

Revolving Credit Facility

At October 31, 2024, we had a $ 1.955 billion senior unsecured revolving credit facility (the “Revolving Credit Facility”) with a syndicate of banks that is scheduled to mature on February 14, 2028.

The Revolving Credit Facility provides us with a committed borrowing capacity of $ 1.955 billion, which we have the ability to increase up to $ 3.00 billion with the consent of lenders.

We are party to a $ 2.35 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 $ 1.96 billion to $ 2.35 billion and extended the maturity date to February 7, 2030.

We have the ability to

increase the Revolving Credit Facility 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.

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In addition, our ability to repurchase our common stock and pay cash dividends is limited by these agreements.

However, during fiscal 2024, these limitations did not meaningfully restrict the amount of cash dividends paid or stock repurchased.

However, during fiscal 2025, these limitations did not meaningfully restrict our ability to pay cash dividends or repurchase stock.

We were in compliance with all covenants and requirements as of October 31, 2025.

At October 31, 2024, we had no outstanding borrowings under the Revolving Credit Facility and had outstanding letters of credit of $ 180.0 million.

At October 31, 2024, the interest rate on outstanding borrowings under the Revolving Credit Facility would have been 6.03 % per annum.

At October 31, 2025, we had no outstanding borrowings under the Revolving Credit Facility and had approximately $ 155.9 million of outstanding letters of credit that were issued under the Revolving Credit Facility.

At October 31, 2025, the interest rate on outstanding borrowings under the Revolving Credit Facility, which is a variable rate, would have been 5.44 % per annum.

Loans Payable – Other

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Interest rate range 1.00 % - 9.00 %

1.00 % - 9.00 %

Loans secured by assets:

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Carrying value of assets securing loans $ 902,593 $ 1,326,440

The contractual maturities of “Loans payable – other” as of October 31, 2024, ranged from one day to 28.9 years .

The contractual maturities of “Loans payable – other” as of October 31, 2025, ranged from three days to 30.9 years.

At October 31, 2025 and 2024, senior notes consisted of the following (amounts in thousands):

4.875 % Senior Notes due November 15, 2025

$ — $ 350,000

4.875 % Senior Notes due March 15, 2027

450,000 450,000

4.35 % Senior Notes due February 15, 2028

400,000 400,000

3.80 % Senior Notes due November 1, 2029

400,000 400,000

5.60 % Senior Notes due June 15, 2035

Bond discounts, premiums, and deferred issuance costs - net ( 8,475 ) ( 2,898 )

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Each series of senior notes is redeemable in whole or in part at any time at our option, at prices that vary based upon the then-current rates of interest and the remaining original term of the senior notes to be redeemed.

In our second quarter of fiscal 2023, we redeemed all $ 400.0 million principal amount of 4.375 % Senior Notes due April 15, 2023, at par, plus accrued interest.

In June 2025, we issued $ 500.0 million principal amount of 5.600 % Senior Notes due 2035.

We received $ 494.9 million of net

proceeds from the issuance of these senior notes.

On July 15, 2025, we redeemed, prior to maturity, the $ 350.0 million of then-outstanding principal amount of 4.875 % Senior Notes due November 15, 2025, at par, plus accrued interest and a nominal

prepayment fee.

Mortgage Company Loan Facility

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.

On December 5, 2023, TBMC executed a new Warehousing Agreement (“New Warehousing Agreement”) with a bank which provides for loan purchases up to $ 75.0 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 $ 150.0 million for a short period of time.

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 1.75 % per annum (with a SOFR floor of 2.50 %).

At October 31, 2024, the interest rate on the New Warehousing Agreement was 6.59 % per annum.

At October 31, 2024 and 2023, there was $ 150.0 million and $ 100.1 million, respectively, outstanding under the agreements which are included in liabilities in our Consolidated Balance Sheets.

At October 31, 2024 and 2023, amounts outstanding under the agreements were collateralized by $ 182.8 million and $ 104.7 million, respectively, of mortgage loans held for sale, which are included in assets in our Consolidated Balance Sheets.

Our wholly owned mortgage subsidiary, Toll Brothers Mortgage Company ("TBMC"), is a party to a mortgage warehousing facility (the “Warehousing Agreement”) with a bank that provides for loan purchases up to $ 75.0 million, subject to certain sublimits.

The Warehousing Agreement provides for an accordion feature under which TBMC may request that the aggregate commitments under the Warehousing Agreement be increased to an amount up to $ 150.0 million for a short period of time.

The 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 Warehousing Agreement.

Prior to its scheduled expiration on December 2, 2025, the Warehousing Agreement was amended to extend the expiration date to November 25, 2026.

No other changes were made to the terms of the Warehousing Agreement as a result of the amendment.

The Warehousing Agreement bears interest at SOFR plus 1.75 % per annum (with a SOFR floor of 2.50 %).

At October 31, 2025, the interest rate on the Warehousing Agreement was 5.88 % per annum.

At October 31, 2025 and 2024, there was $ 150.0 million outstanding under the Warehousing Agreement that are included as liabilities in our Consolidated Balance Sheets.

At October 31, 2025 and 2024, amounts outstanding under Warehousing Agreement were collateralized by $ 194.1 million and $ 182.8 million, respectively, of mortgage loans held for sale, which were included in assets in our Consolidated Balance Sheets.

As of October 31, 2025, there were no aggregate outstanding purchase price limitations reducing the amount available to TBMC.

There are several restrictions on purchased loans under the agreement, including that they cannot be sold to others, they cannot be pledged to anyone other than the agent, and they cannot support any other borrowing or repurchase agreements.

There are several restrictions on purchased loans under the Warehousing Agreement, including that they cannot be sold to others, they cannot be pledged to anyone other than the agent, and they cannot support any other borrowing or repurchase agreements.

As of October 31, 2025, the annual aggregate maturities of our loans and notes during each of the next five fiscal years are as follows (amounts in thousands):

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2030 $ 1,061,015

2029 $ 409,820

(1) Excluded from the table above is $ 114.5 million of loans payable that have been classified within “Liabilities related to assets held for sale” on our Consolidated Balance Sheet as of October 31, 2025 which has a schedule maturity date in fiscal 2026.

This debt was satisfied in December 2025 by Kennedy Wilson.

See Note 1, “Significant Accounting Policies - Disposition” for additional information.

Accrued Expenses

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Our initial accrual for expected warranty costs is based upon historical warranty claim experience.

Adjustments to our warranty liabilities related to homes delivered in prior periods are recorded in the period in

which a change in our estimate occurs.

Adjustments to our warranty liabilities related to homes delivered in prior periods are recorded in the period in which a change in our estimate occurs.

The table below provides a reconciliation of the changes in our warranty accrual during fiscal 2025, 2024, and 2023 (amounts in thousands):

2 unchanged sentences

Additions - homes closed during the year 43,022 36,186 44,949

Addition - liabilities assumed in an asset acquisition — — 150

Increase in accruals for homes closed in prior years - net 10,326 3,150 12,739

(Decrease) increase in accruals expected to be recovered from third parties (1)

Increase (decrease) in accruals expected to be recovered from third parties (1)

44,000 ( 6,000 ) 58,000

2 unchanged sentences

Balance, end of year $ 248,391 $ 189,258 $ 206,171

(1) The (decrease) increase in accruals for warranty charges are expected to be recovered from our insurance carriers or suppliers, which are recorded as receivables included in “Receivables, prepaid expenses, and other assets” on our Consolidated Balance Sheets.

(1) The increase (decrease) in accruals for warranty charges are expected to be recovered from our insurance carriers or suppliers, which are recorded as receivables included in “Receivables, prepaid expenses, and other assets” on our Consolidated Balance Sheets.

The following table provides a reconciliation of our effective tax rate from the federal statutory tax rate for the fiscal years ended October 31, 2025, 2024, and 2023 ($ amounts in thousands):

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Our authorized capital stock consists of 400 million shares of common stock, $ 0.01 par value per share (“common stock”), and 15 million shares of preferred stock, $ 0.01 par value per share.

At October 31, 2024, we had 99.8 million shares of common stock issued and outstanding, 2.4 million shares of common stock reserved for outstanding stock options and restricted stock units, 3.2 million shares of common stock reserved for future stock option and award issuances, and 232,780 shares of common stock reserved for issuance under our employee stock purchase plan.

At October 31, 2025, we had 94.8 million shares of common stock issued and outstanding, 2.1 million shares of common stock reserved for outstanding stock options and restricted stock units, 2.6 million shares of common stock reserved for future equity award issuances, and 205,943 shares of common stock reserved for issuance under our employee stock purchase plan.

As of October 31, 2025, no shares of preferred stock have been issued.

3 unchanged sentences

Stock Repurchase Program

From time to time, our Board of Directors has renewed its authorization to repurchase up to 20 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 award and other employee benefit plans.

Most recently, on December 13, 2023, the Board of Directors renewed its authorization to repurchase 20 million shares of our common stock and terminated, effective the same date, the existing authorization that had been in effect since May 17, 2022.

From time to time, our Board of Directors authorizes the repurchase of 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 award and other employee benefit plans.

Most recently, on December 13, 2023, the Board of Directors authorized the repurchase of up to 20 million shares of our common stock and cancelled all open authorizations effective the same date.

The Board of Directors did not fix any expiration date for this repurchase program.

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Remaining authorization at October 31 (in thousands) 9,677 15,087 6,716

(1) Average price per share includes costs associated with the purchases.

For the fiscal 2024 and 2023 periods, it also includes the excise tax accrued on our share repurchases as a result of the Inflation Reduction Act of 2022.

(1) Average price per share includes all costs associated with the repurchases, including accrued excise taxes.

Transfer Restriction

11 unchanged sentences

Net gains (losses) arising during the period ( 351 ) ( 1,721 ) 537

Net (gains) losses reclassified from AOCI to net income (1)

(Gains) losses reclassified from AOCI to net income (1)

822 ( 457 ) 92

1 unchanged sentence

( 208 ) 116 ( 24 )

Net (losses) gains reclassified from AOCI to net income ( 341 ) 68 1,350

Other comprehensive (loss) income, net of tax ( 2,062 ) 605 8,499

Net (gains) losses reclassified from AOCI to net income 614 ( 341 ) 68

Other comprehensive income (loss), net of tax 263 ( 2,062 ) 605

Ending balance $ 1,281 $ 1,018 $ 3,080

4 unchanged sentences

Net gains on derivative instruments 1,025 43 6,259

(Losses) gains reclassified from AOCI to net income (3)

Gains reclassified from AOCI to net income (3)

( 13,766 ) ( 10,695 ) ( 4,784 )

Tax benefit (expense) (2)

Tax expense (2)

3,473 3,081 1,212

Net (losses) gains reclassified from AOCI to net income ( 7,614 ) ( 3,572 ) ( 24 )

Other comprehensive (loss) income, net of tax ( 7,571 ) 2,687 28,010

Net gains reclassified from AOCI to net income ( 10,293 ) ( 7,614 ) ( 3,572 )

Other comprehensive income (loss), net of tax ( 9,268 ) ( 7,571 ) 2,687

Ending balance $ 20,991 $ 30,259 $ 37,830

19 unchanged sentences

and 3.7 million shares, respectively, available for grant under the plans.

The following table provides information regarding the amount of total stock-based compensation expense recognized by us for fiscal year 2024, 2023, and 2022 (amounts in thousands):

The following table provides information regarding the amount of total stock-based compensation expense recognized by us for fiscal years ended October 31, 2025, 2024, and 2023 (amounts in thousands):

2025 2024 2023

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We issue time-based restricted stock units (“Time-Based RSUs”) to various officers, employees, and non-employee directors on an annual basis.

A summary of our nonvested Time-Based RSUs as of October 31, 2024, and changes during the year ended October 31, 2024, is presented below (share amounts in thousands):

A summary of our nonvested Time-Based RSUs as of October 31, 2025, and changes during the year ended October 31, 2025, is presented below:

Number of shares (in thousands) Weighted-average grant date fair value

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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 October 31, 2024 and 2023, 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.

However, as of October 31, 2024, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our interest rate swap contract positions and 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.

Our interest rate swap contracts expired as of October 31, 2025.

Mortgage Loans Held for Sale

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We recognize inventory impairment 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.

The fair value of the aforementioned inventory is determined using Level 3 criteria.

Estimated fair value is primarily determined by discounting the estimated future cash flow of each community.

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Benefit payments ( 2,888 ) ( 2,818 ) ( 2,748 )

Change in unrecognized loss (gain) 1,910 ( 1,957 ) ( 9,573 )

Change in unrecognized (gain) loss ( 375 ) 1,910 ( 1,957 )

Projected benefit obligation, end of year $ 36,588 $ 37,034 $ 35,376

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At October 31, 2025, we also had similar purchase contracts to acquire land for apartment developments of approximately $ 326.2 million, of which we had outstanding deposits in the amount of $ 14.7 million.

We intend to develop these projects in joint ventures with unrelated parties in the future.

As previously discussed, in September 2025, we entered into an agreement with Kennedy Wilson to sell our interests in approximately half of our Apartment Living portfolio, which includes substantially all of these purchase contracts.

We have additional land parcels under option that have been excluded from the aforementioned aggregate purchase amounts 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.

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We do not believe that it is probable that any outstanding bonds will be drawn upon.

At October 31, 2024, we had outstanding letters of credit of $ 180.0 million under our Revolving Credit Facility.

At October 31, 2025, we had outstanding letters of credit of $ 155.9 million under our Revolving Credit Facility and $ 36.7 million under other letter of credit facilities.

These letters of credit were issued to secure our various financial obligations, including insurance policy deductibles and other claims, land deposits, and security to complete improvements in communities in which we are operating.

1 unchanged sentence

At October 31, 2025, we had provided financial guarantees of $ 57.0 million related to fronted letters of credit to secure obligations related to certain of our insurance policy deductibles and other claims.

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

At October 31, 2025, we had agreements of sale outstanding to deliver 4,647 homes with an aggregate sales value of $ 5.49 billion.

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At October 31, 2024, ROU assets and lease liabilities were $ 108.3 million and $ 128.6 million, respectively.

Payments on lease liabilities totaled $ 22.5 million and $ 20.2 million, and $ 17.7 million for the years ending October 31, 2024, 2023, and 2022 respectively.

Payments on lease liabilities totaled $ 25.6 million, $ 22.5 million, and $ 20.2 million for the years ending October 31, 2025, 2024, and 2023 respectively.

Lease expense includes costs for leases with terms in excess of one year as well as short-term leases with terms of one year or less.

7 unchanged sentences

Present value of lease liabilities (3)

(1) Lease payments include options to extend lease terms that are reasonably certain of being exercised.

(1) Lease payments include options to extend lease terms that, at inception, are reasonably certain of being exercised.

(2) Our leases do not provide a readily determinable implicit rate.

Therefore, we estimate our discount rate for such leases to determine the present value of lease payments at the lease commencement date.

(3) Excludes $ 46.6 million of lease liabilities that have been classified within “Liabilities related to assets held for sale” on our Consolidated Balance Sheet as of October 31, 2025 that mature as follows:

$ 1.0 million in 2026, $ 1.7 million in 2027, $ 1.6 million in 2028, $ 1.8 million in 2029, $ 2.1 million in 2030, and $ 831.3 million thereafter for total future lease liabilities of $ 839.5 million and $ 792.9 million of discounted interest.

The majority of our facility leases give us the option to extend the lease term.

The exercise of lease renewal options is at our discretion.

For several of our facility leases we are reasonably certain the option will be exercised and thus the renewal term has been included in our calculation of the ROU asset and lease liability.

For several of our facility leases we are reasonably certain at inception the option will be exercised and thus the renewal term has been included in our calculation of the ROU asset and lease liability.

The weighted average remaining lease term and weighted average discount rate used in calculating these facility lease liabilities, excluding our land leases, were 6.6 years and 5.4 %, respectively, at October 31, 2025 and 7.2 years and 5.9 %, respectively, at October 31, 2024.

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Total other income – net $ 51,703 $ 69,296 $ 67,518

In fiscal 2022, we entered into a $ 192.5 million settlement agreement with Southern California Gas Company to resolve our claims associated with a natural gas leak that occurred from October 2015 through February 2016 at the Aliso Canyon underground storage facility located near certain of our communities in southern California.

As a result, net of legal fees and expenses, we recorded a pre-tax gain of $ 148.4 million, of which $ 141.2 million was recorded in Other Income - net in our Consolidated Statements of Operations and Comprehensive Income in fiscal 2022.

The remainder was recorded as an offset to previously incurred expenses.

Coincident with this settlement, we seeded a new Toll Brothers charitable foundation with $ 10.0 million which was recorded in Selling, general and administrative in our Consolidated Statements of Operations and Comprehensive Income in fiscal 2022.

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.

3 unchanged sentences

Expenses $ 165,140 $ 146,081 $ 137,426

In fiscal 2024 and 2022, our smart home technology business recognized gains of $ 4.4 million and $ 9.0 million, respectively, from bulk sales of security monitoring accounts, which is included in income from ancillary businesses above.

No similar gains were recognized in fiscal 2023.

In fiscal 2024, 2023 and 2022, we recognized $ 8.9 million and $ 8.4 million, and $ 0.3 million, of write-offs related to previously incurred costs that we believed not to be recoverable in our apartment rental development business operations, respectively.

In fiscal 2024 and 2023, 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 $ 35.7 million and $ 34.7 million, respectively.

In fiscal 2022, income from ancillary businesses included management fees earned on our apartment rental development and other unconsolidated entities and operations totaling $ 25.9 million.

Prior to fiscal 2023, management fees earned on our high-rise luxury condominium unconsolidated entities were included in “Management fees earned by home building operations” above.

In fiscal 2024, our smart home technology business recognized a gain of $ 4.4 million from bulk sales of security monitoring accounts, which is included in income from ancillary businesses above.

No similar gains were recognized in fiscal 2025 or 2023.

In fiscal 2025, 2024 and 2023, we recognized $ 7.3 million, $ 8.9 million, and $ 8.4 million, respectively, of write-offs related to previously incurred costs that we believed not to be recoverable in our apartment rental development business operations.

In fiscal 2025, 2024 and 2023, 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 $ 20.4 million, $ 35.7 million and $ 34.7 million, respectively.

Information on Segments

The table below summarizes revenue and income (loss) before income taxes for our segments for each of the fiscal years ended October 31, 2024, 2023, and 2022 (amounts in thousands):

Revenue Income (loss) before income taxes

2024 2023 2022 2024 2023 2022

North $ 1,484,267 $ 1,494,127 $ 1,853,720 $ 252,739 $ 197,414 $ 280,829

Mid-Atlantic 1,422,018 1,175,348 1,148,966 471,478 243,464 189,485

South 2,787,459 2,204,763 1,519,600 578,022 416,711 249,665

Mountain 2,590,445 2,660,746 2,747,783 446,168 517,080 509,512

Pacific 2,279,083 2,329,365 2,441,959 541,789 610,126 572,844

Total home building 10,563,272 9,864,349 9,712,028 2,290,196 1,984,795 1,802,335

Corporate and other (1)

60 1,677 ( 858 ) ( 204,556 ) ( 142,424 ) ( 98,609 )

10,563,332 9,866,026 9,711,170 2,085,640 1,842,371 1,703,726

Land sales and other revenue (2)

283,408 128,911 564,388

Total consolidated $ 10,846,740 $ 9,994,937 $ 10,275,558 $ 2,085,640 $ 1,842,371 $ 1,703,726

(1) Included in fiscal 2022 is a $ 141.2 million net gain related to a favorable litigation settlement as further discussed in Note 15, “Other Income - Net”.

(2) Land sales and other revenues by segment has been provided in the table below.

“Corporate and other” is comprised principally of general corporate expenses such as our executive offices;

We are engaged in the business of acquiring and developing land and constructing and selling single-family detached and attached homes.

In accordance with ASC Topic 280, Segment Reporting, we have aggregated our geographical homebuilding segments under the aggregation criteria outlined.

In determining the most appropriate reportable segments, we considered similar economic and other characteristics, including product types, average selling prices, gross profits, production processes, suppliers, subcontractors, regulatory environments, land acquisition results, and underlying demand and supply.

In addition, our determination of reporting segments considered how our chief operating decision makers (“CODMs”) evaluate operating performance and capital allocation.

Based upon these factors and in consideration of the geographical layout of our homebuilding markets, we have identified five homebuilding reporting segments which are reported under the following hierarchy:

• The North region:

Connecticut, Delaware, 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.

Corporate and other is a non-operating segment 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;

2 unchanged sentences

and income from our Rental Property Joint Ventures and Other Joint Ventures.

Land sales and other revenues for each of the fiscal years ended October 31, 2024, 2023, and 2022 are shown in the table below (amounts in thousands):

The reportable segments follow the same accounting policies used for our consolidated financial statements, as described in Note 1, Significant Accounting Policies.

Operational results of each reportable segment are not necessarily indicative of the results that would have been achieved had the reportable segment been an independent, stand-alone entity during the periods presented.

In 2025, we adopted ASU 2023-07, which requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis.

The adoption of ASU 2023-07 impacted the presentation of the performance measures presented in the below tables.

Information for previous periods in the below tables conforms with the current year presentation.

Our Chief Executive Officer (CEO), Chief Financial Officer (CFO), and Chief Operating Officer (COO) are our CODMs.

Our CODMs use segment measures, principally income from operations (the primary measure of segment profit or loss), in addition to revenue, operating profit, and other key homebuilding metrics regularly provided to assess each segment’s performance and decide how to allocate resources.

These operating results are reviewed against actual and forecasted figures.

Total revenues, significant expenses, income from operations and income before income taxes for each of our reportable segments were as follows ($ amounts in thousands):

For the year ended October 31, 2025

North Mid-Atlantic South Mountain Pacific Total Corporate and other Total consolidated

Home sales 1,656,081 1,432,847 2,706,681 2,924,363 2,122,234 10,842,206 ( 3 ) 10,842,203

Land sales and other 17,156 32,973 12,233 51,855 1,493 115,710 8,810 124,520

1,673,237 1,465,820 2,718,914 2,976,218 2,123,727 10,957,916 8,807 10,966,723

North $ 4,486 $ 32,620 $ 139,439

Mid-Atlantic (1)

Cost of revenues:

Home sales 1,228,627 1,058,414 1,980,790 2,226,229 1,573,646 8,067,706 2,036 8,069,742

Land sales and other 18,056 45,590 9,315 48,981 9,746 131,688 11,057 142,745

1,246,683 1,104,004 1,990,105 2,275,210 1,583,392 8,199,394 13,093 8,212,487

South 25,930 19,014 24,415

Mountain 28,277 1,140 8,897

Pacific 1,365 8,705 30,900

Total home building 268,494 74,648 242,074

Corporate and other 14,914 54,263 322,314

Total consolidated $ 283,408 $ 128,911 $ 564,388

(1) Included in the year ended October 31, 2024 is a $ 185.0 million land sale to a commercial developer in February 2024, which is further discussed in Note 1, “Significant Accounting Policies”.

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

Selling, general and administrative 107,026 111,250 235,127 194,345 139,767 787,515 246,107 1,033,622

Income (loss) from operations 319,528 250,566 493,682 506,663 400,568 1,971,007 ( 250,393 ) 1,720,614

Income (loss) from unconsolidated entities 4,937 73 25,729 ( 312 ) ( 1,031 ) 29,396 ( 10,342 ) 19,054

Other income - net 2,542 2,987 4,735 4,718 1,313 16,295 35,408 51,703

Income (loss) before income taxes 327,007 253,626 524,146 511,069 400,850 2,016,698 ( 225,327 ) 1,791,371

For the year ended October 31, 2024

North Mid-Atlantic South Mountain Pacific Total Corporate and other Total consolidated

Home sales 1,484,267 1,422,018 2,787,459 2,590,445 2,279,083 10,563,272 60 10,563,332

Land sales and other ( 1 )

4,486 208,436 25,930 28,277 1,365 268,494 14,914 283,408

1,488,753 1,630,454 2,813,389 2,618,722 2,280,448 10,831,766 14,974 10,846,740

Cost of revenues:

Home sales 1,139,600 1,029,220 1,999,758 1,981,501 1,599,536 7,749,615 3,736 7,753,351

Land sales and other 752 31,077 22,245 10,521 1,192 65,787 5,124 70,911

1,140,352 1,060,297 2,022,003 1,992,022 1,600,728 7,815,402 8,860 7,824,262

Selling, general and administrative 97,176 100,097 234,037 185,409 139,279 755,998 226,293 982,291

Income (loss) from operations 251,225 470,060 557,349 441,291 540,441 2,260,366 ( 220,179 ) 2,040,187

(Loss) income from unconsolidated entities ( 6,324 ) ( 243 ) 10,591 688 ( 311 ) 4,401 ( 28,244 ) ( 23,843 )

Other income - net 7,838 1,661 10,082 4,189 1,659 25,429 43,867 69,296

Income (loss) before income taxes 252,739 471,478 578,022 446,168 541,789 2,290,196 ( 204,556 ) 2,085,640

(1) Included in the Mid-Atlantic region is a $ 185.0 million land sale to a commercial developer in February 2024, which is further discussed in Note 1, “Significant Accounting Policies - Revenue and Cost Recognition”.

For the year ended October 31, 2023

North Mid-Atlantic South Mountain Pacific Total Corporate and other Total consolidated

Home sales 1,494,127 1,175,348 2,204,763 2,660,746 2,329,365 9,864,349 1,677 9,866,026

Land sales and other 32,620 13,169 19,014 1,140 8,705 74,648 54,263 128,911

1,526,747 1,188,517 2,223,777 2,661,886 2,338,070 9,938,997 55,940 9,994,937

Cost of revenues:

Home sales 1,186,238 844,581 1,621,080 1,969,054 1,580,565 7,201,518 5,761 7,207,279

Land sales and other 46,748 20,430 18,378 1,140 11,410 98,106 55,351 153,457

1,232,986 865,011 1,639,458 1,970,194 1,591,975 7,299,624 61,112 7,360,736

Selling, general and administrative 103,330 80,076 187,311 176,726 136,729 684,172 225,274 909,446

Income (loss) from operations 190,431 243,430 397,008 514,966 609,366 1,955,201 ( 230,446 ) 1,724,755

Income (loss) from unconsolidated entities 972 283 13,520 ( 211 ) ( 414 ) 14,150 35,948 50,098

Other income (loss) - net 6,011 ( 249 ) 6,183 2,325 1,174 15,444 52,074 67,518

Income (loss) before income taxes 197,414 243,464 416,711 517,080 610,126 1,984,795 ( 142,424 ) 1,842,371

“Corporate and other” is comprised principally of income from certain of our ancillary businesses, including our apartment rental development business and our high-rise urban luxury condominium operations;

income from our Rental Property Joint Ventures and Other Joint Ventures;

and interest income;

and general corporate expenses such as our executive offices;

the corporate finance, accounting, audit, tax, human resources, risk management, information technology, marketing, and legal groups.

Total assets for each of our segments at October 31, 2025 and 2024, are shown in the table below (amounts in thousands):

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Total consolidated $ 65,914 $ 59,441 $ 30,706

In the year ended October 31, 2024, we recognized $ 4.4 million of land impairment charges included in land sales and other cost of revenues, of which $ 0.6 million and $ 3.8 million were in our Mid-Atlantic and Corporate and other segments, respectively.

In the year ended October 31, 2023 we recognized $ 30.6 million of land impairment charges included in land sales and other cost of revenues, of which $ 15.6 million, $ 10.3 million, $ 2.2 million, and $ 2.5 million were in our North, Mid-Atlantic, Pacific and Corporate and other segments, respectively.

In the year ended October 31, 2022 we recognized $ 6.8 million of land impairment charges included in land sales and other cost of revenues in our North segment.

The net carrying value of our investments in unconsolidated entities and our equity in earnings (losses) from such investments, for each of our segments, as of the dates indicated, are shown in the table below (amounts in thousands):

Investments in unconsolidated entities Equity in earnings (losses) from

unconsolidated entities

At October 31, Year ended October 31,

The amounts we have provided for land impairment charges included in land sales and other costs of revenues, for the years ended October 31, 2025, 2024, and 2023, are shown in the table below (amounts in thousands):

2025 2024 2023

2 unchanged sentences

South 2,561 — —

Pacific 8,800 — 2,200

Traditional Home Building 24,361 600 28,060

Corporate and other 2,500 3,800 2,500

Total consolidated $ 26,861 $ 4,400 $ 30,560

The net carrying value of our investments in unconsolidated entities, for each of our segments, as of the dates indicated, are shown in the table below (amounts in thousands):

Investments in unconsolidated entities

At October 31,

North $ 14,769 $ 58,403

Mid-Atlantic 14,535 12,647

South 289,938 168,042

Mountain 102,147 74,909

3 unchanged sentences

Total consolidated

$ 1,025,895 $ 1,007,417

“Corporate and other” is comprised of our investments in the Rental Property Joint Ventures and Other Joint Ventures.

7 unchanged sentences

Transfer of inventory to investment in unconsolidated entities $ 7,548 $ 4,167 $ 1,000

Increase in inventory due to consolidation of joint ventures $ 69,277 $ — $ —

Transfer of investment in unconsolidated entities to inventory

2 unchanged sentences

Transfer of other assets to property, construction, and office equipment - net $ — $ 133,020 $ 47,280

Income tax expense recognized in total comprehensive income $ 6,197 $ 6,710 $ 11,519

Unrealized (loss) gain on derivatives $ ( 19,959 ) $ ( 9,767 ) $ 34,680

Change in deferred tax provision attributable to other comprehensive income and income taxes payable $ ( 307 ) $ 6,197 $ 6,710

Unrealized loss on derivatives $ ( 15,283 ) $ ( 19,959 ) $ ( 9,767 )

Accrued excise tax and other share repurchases $ 5,803 $ 5,213 $ 4,355

4 unchanged sentences

Cash and cash equivalents $ 1,258,997 $ 1,303,039 $ 1,300,068

Restricted cash included in receivables, prepaid expenses, and other assets $ 67,396 $ 44,273 $ 51,796

Restricted cash included in receivables, prepaid expenses, and other assets and Real estate and related assets held for sale $ 79,941 $ 67,396 $ 44,273

Total cash, cash equivalents, and restricted cash shown in the Consolidated

6 unchanged sentences

Land sales and other $ 9,399 $ 64,142 $ 32,624 $ 18,355

$ 73,458 $ 3,472 $ 190,466 $ 16,012

Gross profit (loss):

1 unchanged sentence

Land sales and other $ ( 22,861 ) $ 3,184 $ 1,203 $ 249

$ 34,465 $ ( 5,306 ) $ 177,487 $ 5,851

Income before income taxes $ 592,987 $ 499,500 $ 477,503 $ 221,382

8 unchanged sentences

Land sales and other (2)

$ 73,458 $ 3,472 $ 190,466 $ 16,012

Gross profit (loss):

1 unchanged sentence

Land sales and other (2)

$ 34,465 $ ( 5,306 ) $ 177,487 $ 5,851

Income before income taxes $ 621,073 $ 503,627 $ 649,779 $ 311,161

6 unchanged sentences

Diluted 102,676 104,014 105,803 106,265

(1) Land sales and other revenue and gross profit in the three months ended April 30, 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.

(1) Due to rounding, the sum of the quarterly earnings per share amounts may not equal the reported earnings per share for the year.

(2) Land sales and other revenue and gross profit in the three months ended April 30, 2024 included $ 185.0 million and $ 175.2 million, respectively, related to the sale of a single parcel of land in northern Virginia to a commercial developer.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures