Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Any controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected; however, our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.
Our Chief Executive Officer and Chief Financial Officer, with the assistance of management, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (“Exchange Act”), as of the end of the period covered by this report (“Evaluation Date”). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting and Attestation Report of the Independent Registered Public Accounting Firm
Management’s Annual Report on Internal Control Over Financial Reporting and the attestation report of our independent registered public accounting firm on internal control over financial reporting on pa ges F-1 and F-2, re spectively, are incorporated herein by reference.
Changes in Internal Control Over Financial Reporting
There has not been any change in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our quarter ended October 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
During the period covered by this Annual Report on Form 10-K, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K .
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table includes information with respect to all persons serving as executive officers as of the date of this Form 10-K. All executive officers serve at the pleasure of our Board of Directors.
Name Age Positions
Douglas C. Yearley, Jr. 65 Chairman of the Board and Chief Executive Officer
Robert Parahus 62 President and Chief Operating Officer
Gregg L. Ziegler 53 Executive Vice President and Chief Financial Officer
Douglas C. Yearley, Jr. joined us in 1990, specializing in land acquisitions and project finance. He has been an officer since 1994, holding the position of Senior Vice President from January 2002 until November 2005, the position of Regional President from November 2005 until November 2009, and the position of Executive Vice President from November 2009 until June 2010, when he was promoted to Chief Executive Officer. On November 1, 2018, he was appointed to the position of Chairman of the Board and Chief Executive Officer. Mr. Yearley was first elected as a Director in June 2010.
Robert Parahus joined us in 1986 and served in various positions with us, including Regional President from 2006 through October 31, 2019. During this time, he oversaw the Company’s home building operations in New Jersey, New York, Connecticut, Massachusetts, and Florida, and had oversight responsibility for Toll Integrated Systems, the Company’s building component manufacturing operations. He was appointed to the position of Executive Vice President and Co-Chief Operating Officer effective November 1, 2019, with responsibility for the Company’s North, Mid-Atlantic, and South regions. Effective November 1, 2021, Mr. Parahus was promoted to President and Chief Operating Officer.
Gregg L. 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. In 2010, Mr. 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
We have adopted a Code of Ethics for the Principal Executive Officer and Senior Financial Officers (“Code of Ethics”) that applies to our principal executive officer, principal financial officer, principal accounting officer, controller, and persons performing similar functions designated by our Board of Directors. The Code of Ethics is available on our Internet website at www.tollbrothers.com under “Investor Relations – Corporate Governance.” If we were to amend or waive any provision of our Code of Ethics, we intend to satisfy our disclosure obligations with respect to any such waiver or amendment by posting such information on our Internet website set forth above rather than by filing a Form 8-K.
Insider Trading Policy
The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other covered persons, as well as the Company itself. The Company also follows procedures for the repurchase of its securities. The Company believes that its insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Form 10-K.
Indemnification of Directors and Officers
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 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.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be included in the “Executive Compensation” section of our 2026 Proxy Statement and is incorporated herein by reference.
45
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required in this item will be included in the “Voting Securities and Beneficial Ownership” and “Equity Compensation Plan Information” sections of our 2026 Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; DIRECTOR INDEPENDENCE
The information required in this item will be included in the “Corporate Governance” and “Certain Relationships and Transactions” sections of our 2026 Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required in this item will be included in the “Ratification of the Re-Appointment of Independent Registered Public Accounting Firm” section of the 2026 Proxy Statement and is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements and Financial Statement Schedules
Page
1. Financial Statements
Management’s Annual Report on Internal Control Over Financial Reporting
F- 1
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
F- 2
Consolidated Balance Sheets
F- 6
Consolidated Statements of Operations and Comprehensive Income
F- 7
Consolidated Statements of Changes in Equity
F- 8
Consolidated Statements of Cash Flows
F- 9
Notes to Consolidated Financial Statements
F- 10
2. Financial Statement Schedules
None
Financial statement schedules have been omitted because either they are not applicable or the required information is included in the financial statements or notes hereto.
(b) Exhibits
The following exhibits are included with this report or incorporated herein by reference:
Exhibit Number Description
3.1 Second Restated Certificate of Incorporation of the Registrant, dated September 8, 2005, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10-Q for the quarter ended July 31, 2005.
3.2 Certificate of Amendment of the Second Restated Certificate of Incorporation of the Registrant, filed with the Secretary of State of the State of Delaware, 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 22, 2010.
3.3 Certificate of Amendment of the Second Restated Certificate of Incorporation of the Registrant, dated as of March 16, 2011, 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 18, 2011.
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.
4.1 Specimen Stock Certificate is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10-K for the year ended October 31, 2017.
4.2 Indenture, dated as of February 7, 2012, among Toll Brothers Finance Corp., the Registrant and the other guarantors named therein and The Bank of New York Mellon, as trustee, is hereby incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2012.
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Exhibit Number Description
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. 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 March 10, 2017.
4.4 Form of Global Note for Toll Brothers Finance Corp.’s 4.875% Senior Notes due 2027 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 March 10, 2017.
4.5 Authorizing Resolutions, dated as of June 12, 2017, relating to the $150,000,000 principal amount of 4.875% Senior Notes due 2027 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 June 12, 2017.
4.6 Form of Global Note for Toll Brothers Finance Corp.’s 4.875% Senior Notes due 2027 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 June 12, 2017.
4.7 Authorizing Resolution, dated as of January 22, 2018, relating to the $400,000,000 aggregate principal amount of 4.350% Senior Notes due 2028 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 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 22, 2018.
4.8 Form of Global Note for the Issuer’s 4.350% Senior Notes due 2028 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 January 22, 2018.
4.9 Authorizing Resolution, dated as of September 12, 2019, relating to the $400,000,000 aggregate principal amount of 3.800% Senior Notes due 2029 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 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2019.
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.
4.14 Second Supplemental Indenture dated as of April 30, 2013, 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 4.4 of the Registrant’s Form 10-Q for the quarter ended April 30, 2013.
4.15 Third Supplemental Indenture dated as of April 30, 2014, 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 April 30, 2014.
4.16 Fourth Supplemental Indenture dated as of July 31, 2014, 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, 2014.
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Exhibit Number Description
4.17 Fifth Supplemental Indenture dated as of October 31, 2014, 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 4.55 of the Registrant’s Form 10-K for the year ended October 31, 2014.
4.18 Sixth Supplemental Indenture dated as of January 30, 2015, 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 January 31, 2015.
4.19 Seventh Supplemental Indenture dated as of April 30, 2015, 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, 2015.
4.20 Eighth Supplemental Indenture dated as of October 30, 2015, 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 4.34 of the Registrant’s Form 10-K for the year ended October 31, 2015.
4.21 Ninth Supplemental Indenture dated as of January 29, 2016, 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 4.2 of the Registrant’s Form 10-Q for the quarter ended January 31, 2016.
4.22 Tenth Supplemental Indenture dated as of April 29, 2016, 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 4.2 of the Registrant’s Form 10-Q for the quarter ended April 30, 2016.
4.23 Eleventh Supplemental Indenture dated as of October 31, 2016, 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 4.41 of the Registrant’s Form 10-K for the year ended October 31, 2016.
4.24 Twelfth Supplemental Indenture dated as of October 31, 2016, 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 4.42 of the Registrant’s Form 10-K for the year ended October 31, 2016.
4.25 Thirteenth Supplemental Indenture dated as of January 31, 2017, 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 4.2 of the Registrant’s Form 10-Q for the quarter ended January 31, 2017.
4.26 Fourteenth Supplemental Indenture dated as of April 28, 2017, 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 4.2 of the Registrant’s Form 10-Q for the quarter ended April 30, 2017.
4.27 Fifteenth Supplemental Indenture dated as of July 31, 2017, 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 4.2 of the Registrant’s Form 10-Q for the quarter ended July 31, 2017.
4.28 Sixteenth Supplemental Indenture dated as of October 31, 2017, 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 4.55 of the Registrant’s Form 10-K for the year ended October 31, 2017.
4.29 Seventeenth Supplemental Indenture dated as of October 31, 2017, 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 4.56 of the Registrant’s Form 10-K for the year ended October 31, 2017.
49
Exhibit Number Description
4.30 Eighteenth Supplemental Indenture dated as of April 13, 2018, 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, 2018.
4.31 Nineteenth Supplemental Indenture dated as of April 30, 2018, 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 4.4 of the Registrant’s Form 10-Q for the quarter ended April 30, 2018.
4.32 Twentieth Supplemental Indenture dated as of October 31, 2018, 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 4.62 of the Registrant’s Form 10-K for the year ended October 31, 2018.
4.33 Twenty-First Supplemental Indenture dated as of January 31, 2019, 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 4.2 of the Registrant’s Form 10-Q for the quarter ended January 31, 2019.
4.34 Twenty-Second Supplemental Indenture dated as of October 30, 2019, 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 4.41 of the Registrant’s Form 10-K for the year ended October 31, 2019.
4.35 Twenty-third Supplemental Indenture dated as of October 30, 2019, 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 4.42 of the Registrant’s Form 10-K for the year ended October 31, 2019.
4.36 Twenty-fourth Supplemental Indenture dated as of April 30, 2020, 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 April 30, 2020.
4.37 Twenty-fifth Supplemental Indenture dated as of October 30, 2020, 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 4.44 of the Registrant’s Form 10-K for the year ended October 31, 2020.
4.38 Twenty-sixth Supplemental Indenture dated as of April 30, 2021, 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 April 30, 2021.
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 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.
50
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 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.
10.1 Credit Agreement, dated as of February 14, 2023, by and 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 15, 2023.
10.2 Credit Agreement by and among First Huntingdon Finance Corp., Toll Brothers, Inc., the lenders party thereto and SunTrust Bank, as Administrative Agent dated February 3, 2014, is hereby incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 5, 2014.
10.3 Amendment No. 1, dated as of May 19, 2016, to the Credit Agreement, dated as of February 3, 2014, among First Huntingdon Finance Corp., Toll Brothers, Inc., the Lenders party thereto and SunTrust Bank, as Administrative Agent, is hereby incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 24, 2016.
10.4 Amendment No. 2, dated August 2, 2016, 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 August 4, 2016.
10.5 Amendment No. 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.
51
Exhibit Number Description
10.6 Amendment No. 4, dated as of October 31, 2019, to the Credit Agreement, dated as of February 3, 2014, as amended, by and 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 10.2 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 1, 2019.
10.7 Amendment No. 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. Employee Stock Purchase Plan (2017) is hereby incorporated by reference to Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A for its 2017 Annual Meeting of Stockholders filed with the SEC on January 31, 2017.
10.13* Amendment No. 1, dated as of December 13, 2017, to the Toll Brothers, Inc. Employee Stock Purchase Plan (2017) is hereby incorporated by reference to Exhibit 10.7 of the Registrant’s Form 10-K for the year ended October 31, 2017.
10.14* Amendment No. 2, dated as of June 19, 2018, to the Toll Brothers, Inc. Employee Stock Purchase Plan (2017) is hereby incorporated by reference to Exhibit 10.8 of the Registrant’s Form 10-K for the year ended October 31, 2018.
10.15* Toll Brothers, Inc. Stock Incentive Plan for Employees (2014) is hereby incorporated by reference to Annex A to the Registrant’s definitive proxy statement on Schedule 14A for its 2014 Annual Meeting of Stockholders filed with the SEC on February 3, 2014.
10.16* Form of Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc. Stock Incentive Plan for Employees (2014) is incorporated by reference to Exhibit 10.16 of the Registrant’s Form 10-K for the period ended October 31, 2014.
10.17* Form of Non-Qualified Stock Option Grant, is hereby incorporated by reference to Exhibit 10.18 of the Registrant’s Form 10-K for the year ended October 31, 2016.
10.18* Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Non-Employee Directors (2007) (amended and restated as of September 17, 2008) is hereby incorporated by reference to Exhibit 4.1 of the Registrant’s Amendment No. 1 to its Registration Statement on Form S-8 (No. 333-144230) filed with the Securities and Exchange Commission on October 29, 2008.
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Exhibit Number Description
10.19* Form of Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc. Stock Incentive Plan for Non-Employee Directors (2007) 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 December 19, 2007.
10.20* Form of Addendum to Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc. Amended and Restated Stock Incentive Plan for Non-Employee Directors (2007) is hereby incorporated by reference to Exhibit 10.6 of the Registrant’s Form 10-Q for the quarter ended July 31, 2007.
10.21* Toll Brothers, Inc. Stock Incentive Plan for Non-Executive Directors (2016) is hereby incorporated by reference to Annex A to the Registrant’s definitive proxy statement on Schedule 14A for its 2016 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on February 2, 2016.
10.22* Form of Non-Qualified Stock Option Grant (Non-Executive Directors), is hereby incorporated by reference to Exhibit 10.26 of the Registrant’s Form 10-K for the year ended October 31, 2016.
10.23* Form of Restricted Stock Unit Agreement (Non-Executive Directors) pursuant to the Toll Brothers, Inc. 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.
10.25* Form of Non-Qualified Stock Option Grant pursuant to the Toll Brothers, Inc. 2019 Omnibus Incentive Plan, is hereby incorporated by reference to Exhibit 10.28 of the Registrant’s Form 10-K for the year ended October 31, 2019.
10.26* Form of Restricted Stock Unit Agreement pursuant to the Toll Brothers, Inc. 2019 Omnibus Incentive Plan, is hereby incorporated by reference to Exhibit 10.29 of the Registrant’s Form 10-K for the year ended October 31, 2019.
10.27* Form of Restricted Stock Unit Agreement (Performance Based) pursuant to the Toll Brothers, Inc. 2019 Omnibus Incentive Plan, is hereby incorporated by reference to Exhibit 10.30 of the Registrant’s Form 10-K for the year ended October 31, 2019.
10.28* Toll Brothers, Inc. Supplemental Executive Retirement Plan, as amended effective as of October 29, 2019, is hereby incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2019.
10.29* Toll Bros., Inc. Non-Qualified Deferred Compensation Plan, amended and restated as of November 1, 2008, is incorporated by reference to Exhibit 10.45 of the Registrant’s Form 10-K for the period ended October 31, 2008.
10.30* Amendment Number 1 dated November 1, 2010 to the Toll Bros., Inc. Non-Qualified Deferred Compensation Plan, amended and restated as of November 1, 2008, is incorporated by reference to Exhibit 10.40 of the Registrant’s Form 10-K for the period ended October 31, 2010.
10.31* Amendment Number 2 dated December 30, 2010 to the Toll Bros., Inc. Non-Qualified Deferred Compensation Plan, amended and restated as of November 1, 2008 is incorporated by reference to Exhibit 10.28 of the Registrant’s Form 10-K for the period ended October 31, 2014.
10.32* Amendment Number 3 dated December 22, 2011 to the Toll Bros., Inc. Non-Qualified Deferred Compensation Plan, amended and restated as of November 1, 2008, is incorporated by reference to Exhibit 10.29 of the Registrant’s Form 10-K for the period ended October 31, 2014.
10.33* Toll Bros., Inc. Nonqualified Deferred Compensation Plan, amended and restated effective as of December 31, 2014, is incorporated by reference to Exhibit 10.1 of the Registrant’s Form 10-Q for the quarter ended January 31, 2015.
10.34* Toll Brothers, Inc. 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.
53
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 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.
22** List of guarantor subsidiaries.
23** Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
31.1** Certification of Douglas C. Yearley, Jr. 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. Yearley, Jr. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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. Annual Report on Form 10-K for the year ended October 31, 2025, filed on December 19, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements.
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* This exhibit is a management contract or compensatory plan or arrangement required to be filed as an exhibit to this report.
** Filed electronically herewith.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves; they should not be relied on for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
ITEM 16. FORM 10-K SUMMARY
None.
54
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on December 19, 2025.
TOLL BROTHERS, INC.
By: /s/ Douglas C. Yearley, Jr.
Douglas C. Yearley, Jr.
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Douglas C. Yearley, Jr. Chairman of the Board and Chief Executive December 19, 2025
Douglas C. Yearley, Jr. Officer (Principal Executive Officer)
/s/ Gregg L. Ziegler Executive Vice President and Chief Financial December 19, 2025
Gregg L. Ziegler Officer (Principal Financial Officer)
/s/ Michael J. Grubb Senior Vice President and Chief Accounting December 19, 2025
Michael J. Grubb Officer (Principal Accounting Officer)
/s/ Stephen F. East Director December 19, 2025
Stephen F. East
/s/ Christine N. Garvey Director December 19, 2025
Christine N. Garvey
/s/ Karen H. Grimes Director December 19, 2025
Karen H. Grimes
/s/ Derek T. Kan Director December 19, 2025
Derek T. Kan
/s/ John A. McLean Director December 19, 2025
John A. McLean
/s/ Wendell E. Pritchett Director December 19, 2025
Wendell E. Pritchett
/s/ Judith A. Reinsdorf Director December 19, 2025
Judith A. Reinsdorf
55
Signature Title Date
/s/ Katherine A. Sandstrom Director December 19, 2025
Katherine A. Sandstrom
/s/ Paul E. Shapiro Director December 19, 2025
Paul E. Shapiro
/s/ Scott D. Stowell Director December 19, 2025
Scott D. Stowell
56
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on this evaluation under the framework in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as of October 31, 2025.
Our independent registered public accounting firm, Ernst & Young LLP, has issued its report, which is included herein, on the effectiveness of our internal control over financial reporting.
F-1
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Toll Brothers, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Toll Brothers, Inc.’s internal control over financial reporting as of October 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Toll Brothers, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of October 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated December 19, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
December 19, 2025
F-2
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Toll Brothers, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Toll Brothers, Inc. (the Company) as of October 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income, changes in equity and cash flows for each of the three years in the period ended October 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at October 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended October 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of October 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated December 19, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit and risk committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Accrual for Self-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. The Company accrues for expected costs associated with the self-insured retentions, deductibles and other coverage limits which constitute the accrual for self-insurance. 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 not covered by insurance policies. These estimated costs are based on an analysis of historical claims and industry data. The majority of the accrual for self-insurance is an estimate of claims incurred but not yet reported (“IBNR”).
F-3
The Company engages a third-party actuary that uses historical claim and expense data, input from the Company’s internal legal and risk management groups, as well as industry data, to estimate the IBNR associated with the risks that the Company is assuming for its accrual for self-insurance, and other required costs to administer current and expected claims. These estimates are subject to uncertainty due to a variety of factors, the most significant being the long period of time between the delivery of a home to a home buyer and when a structural warranty or construction defect claim may be made, and the ultimate resolution of the claim.
Auditing the Company’s estimate of IBNR was especially challenging as evaluating the projection of losses related to these liabilities requires actuarial assumptions that are subject to variability due to uncertainties regarding construction defect claims relative to markets and types of products the Company builds, insurance industry practices, and legal or regulatory actions and/or interpretations, among other factors. Key assumptions used in these estimates include claim frequencies, severity, and settlement patterns, which can occur over an extended period of time. In addition, the estimate of IBNR is sensitive to significant assumptions including changes in the frequency and severity of reported claims and loss development factors for reported claims.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s review of the estimate of IBNR, including controls over the significant assumptions and the data inputs used in the actuarial analysis. For example, we tested controls over management’s review of the actuarial analysis, including its review of the model and methodology, significant assumptions and the data inputs used in the analysis.
To test the estimate of IBNR we performed audit procedures that included, among others, testing the significant assumptions as well as the completeness and accuracy of the underlying data used by the Company as inputs to develop the assumptions. We reviewed the Company’s contractual self-insured retentions, deductibles and other coverage limits. We also evaluated management’s conclusions about the Company’s legal and contractual obligations with respect to certain claims. We involved our internal actuarial specialists to assist in evaluating the Company’s estimate of IBNR, including evaluating the appropriateness of the model and methodology used by management, evaluating the reasonableness of the actuarial assumptions used by management and independently calculating an estimate of IBNR. We also evaluated the Company’s disclosures in its consolidated financial statements.
Inventory Impairment
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, 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. If impairment indicators are present, the Company reviews the carrying value of each community’s inventory by comparing the estimated future undiscounted cash flows to the carrying value. For inventory for which the carrying value exceeds the future undiscounted cash flows, the Company writes down the carrying value of the inventory to its estimated fair value primarily based on a discounted cash flow model.
Auditing management’s accounting for inventory impairment and its tests for recoverability was especially challenging and involved a high degree of subjectivity as a result of the assumptions and estimates inherent in these evaluations. In particular, management’s assumptions and estimates included future home and/or land sales prices and the pace of future sales, which were sensitive to expectations about future demand, operations and economic factors. Additionally, the fair value of certain communities was highly sensitive to relatively small changes in one or more of those assumptions.
F-4
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s inventory impairment review process. 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 certain cases, we involved our internal real estate valuation specialists to assist in performing these procedures. We compared the significant assumptions used by management to historical sales data, sales trends, and observable market-specific data. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of inventory that would result from changes in the assumptions. We also evaluated the Company’s disclosures in its consolidated financial statements.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1983.
Philadelphia, Pennsylvania
December 19, 2025
F-5
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
October 31,
2025 2024
ASSETS
Cash and cash equivalents $ 1,258,997 $ 1,303,039
Inventory 10,678,460 9,712,925
Property, construction, and office equipment – net 273,397 453,007
Receivables, prepaid expenses, and other assets (1)
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
Customer deposits held in escrow 106,612 109,691
Investments in unconsolidated entities (1)
1,025,895 1,007,417
$ 14,519,866 $ 13,367,932
LIABILITIES AND EQUITY
Liabilities
Loans payable $ 896,388 $ 1,085,817
Senior notes 1,741,525 1,597,102
Mortgage company loan facility 150,000 150,000
Customer deposits 418,897 488,690
Accounts payable 615,771 492,213
Accrued expenses 2,061,919 1,752,848
Liabilities related to assets held for sale 172,186 —
Income taxes payable 177,116 114,547
Total liabilities 6,233,802 5,681,217
Equity
Stockholders’ equity
Preferred stock, none issued
— —
Common stock, 102,937 and 112,937 shares issued at October 31, 2025 and 2024, respectively
1,029 1,129
Additional paid-in capital 687,123 694,713
Retained earnings 8,574,807 8,153,356
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
Total stockholders’ equity 8,270,663 7,670,928
Noncontrolling interest 15,401 15,787
Total equity 8,286,064 7,686,715
$ 14,519,866 $ 13,367,932
(1) As of October 31, 2025 and 2024, Receivables, prepaid expenses and other assets and Investments in unconsolidated entities include $ 77.0 million and $ 105.3 million, respectively, of assets related to consolidated variable interest entities ("VIEs"). See Note 3, “Investments in Unconsolidated Entities” for additional information regarding VIEs.
See accompanying notes.
F-6
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Amounts in thousands, except per share data)
Year ended October 31,
2025 2024 2023
Revenues:
Home sales $ 10,842,203 $ 10,563,332 $ 9,866,026
Land sales and other 124,520 283,408 128,911
10,966,723 10,846,740 9,994,937
Cost of revenues:
Home sales 8,069,742 7,753,351 7,207,279
Land sales and other 142,745 70,911 153,457
8,212,487 7,824,262 7,360,736
Selling, general and administrative 1,033,622 982,291 909,446
Income from operations 1,720,614 2,040,187 1,724,755
Other:
Income (loss) from unconsolidated entities 19,054 ( 23,843 ) 50,098
Other income – net 51,703 69,296 67,518
Income before income taxes 1,791,371 2,085,640 1,842,371
Income tax provision 444,885 514,445 470,300
Net income $ 1,346,486 $ 1,571,195 $ 1,372,071
Other comprehensive (loss) income – net of tax ( 9,005 ) ( 9,633 ) 3,292
Total comprehensive income $ 1,337,481 $ 1,561,562 $ 1,375,363
Per share:
Basic earnings $ 13.60 $ 15.16 $ 12.47
Diluted earnings $ 13.49 $ 15.01 $ 12.36
Weighted-average number of shares:
Basic 98,978 103,653 110,020
Diluted 99,779 104,690 111,008
See accompanying notes.
F-7
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Amounts in thousands)
Common
Stock Addi-
tional
Paid-in
Capital Retained
Earnings Treasury
Stock AOCI Stock-holders’ Equity Non-controlling Interest Total
Equity
Shares $ $ $ $ $ $ $ $
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
Purchase of treasury stock ( 565,950 ) ( 565,950 ) ( 565,950 )
Exercise of stock options, and stock-based compensation issuances, and employee stock plan issuances ( 43,043 ) 91,308 48,265 48,265
Stock-based compensation 24,805 24,805 24,805
Cancellation of treasury stock ( 15,000 ) ( 150 ) ( 771,669 ) 771,819 — —
Dividends declared
( 91,415 ) ( 91,415 ) ( 91,415 )
Other comprehensive income 3,292 3,292 3,292
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
Purchase of treasury stock ( 627,920 ) ( 627,920 ) ( 627,920 )
Exercise of stock options, and stock-based compensation issuances, and employee stock plan issuances ( 33,393 ) 37,523 4,130 4,130
Stock-based compensation 29,558 29,558 29,558
Dividends declared
( 93,558 ) ( 93,558 ) ( 93,558 )
Other comprehensive loss ( 9,633 ) ( 9,633 ) ( 9,633 )
Loss attributable to non-controlling interest
— ( 1,093 ) ( 1,093 )
Capital contributions, net — 834 834
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
Purchase of treasury stock ( 651,606 ) ( 651,606 ) ( 651,606 )
Exercise of stock options, and stock-based compensation issuances, and employee stock plan issuances ( 38,424 ) 18,499 ( 19,925 ) ( 19,925 )
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 )
Other comprehensive loss ( 9,005 ) ( 9,005 ) ( 9,005 )
Loss attributable to non-controlling interest — ( 986 ) ( 986 )
Capital contributions, net — 600 600
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.
F-8
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
Year ended October 31,
2025 2024 2023
Cash flow provided by operating activities:
Net income $ 1,346,486 $ 1,571,195 $ 1,372,071
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 82,085 81,201 76,473
Stock-based compensation 30,834 29,558 24,805
(Income) loss from unconsolidated entities ( 19,054 ) 23,843 ( 50,098 )
Distributions of earnings from unconsolidated entities 61,411 39,276 88,393
Deferred tax provision 86,739 ( 80,330 ) 36,239
Impairment charges and write-offs 100,036 72,789 69,537
Gain on sale of assets — ( 5,042 ) ( 416 )
Other - net 740 ( 1,544 ) 3,181
Changes in operating assets and liabilities:
Inventory ( 521,182 ) ( 575,734 ) ( 22,212 )
Origination of mortgage loans ( 2,645,984 ) ( 2,137,278 ) ( 1,602,700 )
Sale of mortgage loans 2,638,341 2,058,780 1,681,610
Receivables, prepaid expenses, and other assets ( 24,811 ) 505 ( 135,924 )
Current income taxes – net ( 21,138 ) 31,927 ( 162,570 )
Customer deposits – net ( 66,714 ) ( 77,189 ) ( 88,285 )
Accounts payable and accrued expenses 64,622 ( 21,790 ) ( 23,674 )
Net cash provided by operating activities 1,112,411 1,010,167 1,266,430
Cash flow used in investing activities:
Purchase of property, construction, and office equipment – net ( 86,195 ) ( 73,643 ) ( 72,961 )
Investments in unconsolidated entities ( 309,696 ) ( 193,235 ) ( 216,438 )
Return of investments in unconsolidated entities 82,188 101,363 112,749
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 ) —
Net cash used in investing activities ( 310,033 ) ( 167,618 ) ( 150,601 )
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
Debt issuance costs ( 12,994 ) ( 202 ) ( 5,365 )
Principal payments of loans payable ( 4,687,028 ) ( 3,844,816 ) ( 3,239,418 )
Redemption of senior notes ( 350,020 ) — ( 400,000 )
(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 related to noncontrolling interest – net 637 167 11
Net cash used in financing activities ( 833,875 ) ( 816,455 ) ( 1,170,038 )
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
Cash, cash equivalents, and restricted cash, end of year $ 1,338,938 $ 1,370,435 $ 1,344,341
See accompanying notes.
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Notes to Consolidated Financial Statements
1. Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of Toll Brothers, Inc. (the “Company,” “we,” “us,” or “our”), a Delaware corporation, and its majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.
References herein to fiscal year refer to our fiscal years ended or ending October 31.
Use of Estimates
The preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. In times of economic disruption when uncertainty regarding future economic conditions is heightened, these estimates and assumptions are subject to greater variability. As a result, actual results could differ from the estimates and assumptions we make that affect the amounts reported in the Consolidated Financial Statements and accompanying notes, and such differences may be material.
Cash and Cash Equivalents
Investments with original maturities of three months or less are classified as cash equivalents. Our cash balances exceed federally insurable limits. We monitor the cash balances in our operating accounts and adjust the cash balances as appropriate; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, we have experienced no loss or lack of access to cash in our operating accounts.
Inventory
Inventory is stated at cost unless an impairment exists, in which case it is written down to fair value in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment” (“ASC 360”). In addition to direct land acquisition costs, land development costs, and home construction costs, costs also include interest, real estate taxes, and direct overhead related to development and construction, which are capitalized to inventory during the period beginning with the commencement of development and ending with the completion of construction. For those communities that have been temporarily closed, no additional capitalized interest is allocated to a community’s inventory until it reopens. While the community remains closed, carrying costs such as real estate taxes are expensed as incurred.
We capitalize certain interest costs to qualified inventory during the development and construction period of our communities in accordance with ASC 835-20, “Capitalization of Interest” (“ASC 835-20”). Capitalized interest is charged to home sales cost of sales revenues when the related inventory is delivered. Interest incurred on home building indebtedness in excess of qualified inventory, as defined in ASC 835-20, is charged to the Consolidated Statements of Operations and Comprehensive Income in the period incurred. During fiscal 2025, 2024 and 2023, the Company’s qualified inventory exceeded its indebtedness and substantially all interest incurred, excluding interest related to our mortgage company subsidiary’s operations, was capitalized to inventory. 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 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. Our master-planned communities, consisting of several smaller communities, may take up to 10 years or more to complete. Because our inventory is considered a long-lived asset under GAAP, we are required, under ASC 360, to regularly review the carrying value of each community and write down the value of those communities for which we believe the values are not recoverable.
Operating Communities : When the profitability of an operating community deteriorates, the sales pace declines significantly, or some other factor indicates a possible impairment in the recoverability of the asset, the asset is reviewed for impairment by comparing the estimated future undiscounted cash flow for the community to its carrying value. If the estimated future undiscounted cash flow is less than the community’s carrying value, the carrying value is written down to its estimated fair value. Estimated fair value is primarily determined by discounting the estimated future cash flow of each community. The impairment is charged to home sales cost of revenues in the period in which the impairment is determined. In estimating the future undiscounted cash flow of a community, we use various estimates such as (i) the expected sales pace in a community, based upon general economic conditions that will have a short-term or long-term impact on the market in which the community is located and on competition within the market, including the number of home sites available and pricing and incentives being
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offered in other communities owned by us or by other builders; (ii) the expected sales prices and sales incentives to be offered in a community; (iii) costs expended to date and expected to be incurred in the future, including, but not limited to, land and land development, home construction, interest, and overhead costs; (iv) alternative product offerings that may be offered in a community that will have an impact on sales pace, sales price, building cost, or the number of homes that can be built on a particular site; and (v) alternative uses for the property such as the possibility of a sale of the entire community to another builder or the sale of individual home sites.
Future Communities : We evaluate all land held for future communities or future sections of operating communities, whether owned or under contract, to determine whether or not we expect to proceed with the development of the land as originally contemplated. This evaluation encompasses the same types of estimates used for operating communities described above, as well as an evaluation of the regulatory environment applicable to the land and the estimated probability of obtaining the necessary approvals, the estimated time and cost it will take to obtain the approvals, and the possible concessions that may be required to be given in order to obtain them. Concessions may include cash payments to fund improvements to public places such as parks and streets, dedication of a portion of the property for use by the public or as open space, or a reduction in the density or size of the homes to be built. Based upon this review, we decide (i) as to land under contract to be purchased, whether the contract will likely be terminated or renegotiated, and (ii) as to land owned, whether the land will likely be developed as contemplated or in an alternative manner, or should be sold. We then further determine whether costs that have been capitalized to the community are recoverable or should be written off. The write-off is charged to home sales cost of revenues in the period in which the need for the write-off is determined.
The estimates used in the determination of the estimated cash flows and fair value of both current and future communities are based on factors known to us at the time such estimates are made and our expectations of future operations and economic conditions. Should the estimates or expectations used in determining estimated fair value deteriorate in the future, we may be required to recognize additional impairment charges and write-offs related to current and future communities and such amounts could be material.
Variable Interest Entities
We are required to consolidate variable interest entities (“VIEs”) in which we have a controlling financial interest in accordance with ASC 810, “Consolidation” (“ASC 810”). A controlling financial interest will have both of the following characteristics: (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.
Our variable interest in VIEs may be in the form of equity ownership, contracts to purchase assets, management services and development agreements between us and a VIE, loans provided by us to a VIE or other member, and/or guarantees provided by members to banks and other parties.
We have a significant number of land purchase contracts and financial interests in other entities which we evaluate in accordance with ASC 810. We analyze our land purchase contracts and the entities in which we have an investment to determine whether the land sellers and entities are VIEs and, if so, whether we are the primary beneficiary. We examine specific criteria and use our judgment when determining if we are the primary beneficiary of a VIE. Factors considered in determining whether we are the primary beneficiary include risk and reward sharing, experience and financial condition of other member(s), voting rights, involvement in day-to-day capital and operating decisions, representation on a VIE’s executive committee, existence of unilateral kick-out rights or voting rights, level of economic disproportionality between us and the other member(s), and contracts to purchase assets from VIEs. The determination whether an entity is a VIE and, if so, whether we are the primary beneficiary may require significant judgment.
Property, Construction, and Office Equipment
Property, construction, and office equipment are recorded at cost and are stated net of accumulated depreciation of $ 314.6 million and $ 310.5 million at October 31, 2025 and 2024, respectively. For property and equipment related to onsite sales centers, depreciation is recorded using the units of production method as homes are delivered. For all other property and equipment, depreciation is recorded using a straight-line method over the estimated useful lives of the related assets. In fiscal 2025, 2024, and 2023, we recognized $ 82.1 million, $ 80.9 million, and $ 75.5 million of depreciation expense, respectively.
Mortgage Loans Held for Sale
Residential mortgage loans held for sale are measured at fair value in accordance with the provisions of ASC 825, “Financial Instruments” (“ASC 825”). 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
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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. We recognize the difference between the fair value and the unpaid principal balance of mortgage loans held for sale as a gain or loss. In addition, we recognize the change in fair value of our forward loan commitments as a gain or loss. Interest income on mortgage loans held for sale is calculated based upon the stated interest rate of each loan. In addition, net origination costs and fees associated with residential mortgage loans originated are expensed as incurred. These gains and losses, interest income, and origination costs and fees are recognized in “Other income – net” in the Consolidated Statements of Operations and Comprehensive Income.
Investments in Unconsolidated Entities
We have investments in a number of unconsolidated entities, including joint ventures, with independent third parties. Investments in 50% or less owned partnerships and affiliates are accounted for using the equity method unless it is determined that we have effective control of the entity, in which case we would consolidate the entity. Under the equity method of accounting, we recognize our proportionate share of the earnings and losses of these entities. 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 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.
In accordance with ASC 323, “Investments—Equity Method and Joint Ventures,” we review each of our investments on a quarterly basis for indicators of impairment. A series of net operating losses of an investee, the inability to recover our invested capital, or other factors may indicate that a loss in value of our investment in the unconsolidated entity has occurred. If a loss exists, we further review the investment to determine if the loss is other than temporary, in which case we write down the investment to its estimated fair value. The evaluation of our investment in unconsolidated entities, other than those that own rental properties, entails a detailed cash flow analysis using many estimates, including, but not limited to, expected sales pace, expected sales prices, expected incentives, costs incurred and anticipated, sufficiency of financing and capital, competition, market conditions, and anticipated cash receipts, in order to determine projected future distributions from the unconsolidated entity. In addition, for investments in rental properties, we review rental trends, expected future expenses, and expected cash flows to determine estimated fair values of the properties.
Our unconsolidated entities that develop land or develop for-sale homes and condominiums evaluate their inventory in a similar manner as we do. 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, 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.
We are a party to several joint ventures with unrelated parties to develop and sell land that is owned by the joint ventures. We recognize our proportionate share of the earnings from the sale of home sites to other builders, including our joint venture partners. We do not recognize earnings from the home sites we purchase from these ventures at the time of purchase; instead, our cost basis in those home sites is reduced by our share of the earnings realized by the joint venture from sales of those home sites to us.
Fair Value Disclosures
We use ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), to measure the fair value of certain assets and liabilities. ASC 820 provides a framework for measuring fair value in accordance with GAAP, establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value, and requires certain disclosures about fair value measurements.
The fair value hierarchy is summarized below:
Level 1: Fair value determined based on quoted prices in active markets for identical assets or liabilities.
Level 2: Fair value determined using significant observable inputs, generally either quoted prices in active markets for similar assets or liabilities or quoted prices in markets that are not active.
Level 3: Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques.
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Derivative Instruments and Hedging Activities
Our objective in entering into derivative transactions is to manage our exposure to interest rate movements associated with certain variable rate debt, mortgage loans held for sale, interest rate lock commitments, and forward loan commitments we have entered into related to our mortgage operations. We recognize derivatives as either assets or liabilities on the balance sheet and measure those instruments at fair value.
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 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.
Our derivative transactions related to our mortgage loans held for sale, interest rate lock commitments, and our forward loan commitments are not designated as hedges and therefore the entire change in the fair value of these derivative transactions is included as a gain or loss in Other income – net in the accompanying Consolidated Statements of Operations and Comprehensive Income.
See Note 11 “Fair Value Disclosures” for more information.
Treasury Stock
Treasury stock is recorded at cost. Issuance of treasury stock is accounted for on a first-in, first-out basis. Differences between the cost of treasury stock and the re-issuance proceeds are charged to additional paid-in capital. When treasury stock is cancelled, any excess purchase price over par value is charged directly to retained earnings. 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
Home sales revenues: Revenues and cost of revenues from home sales are recognized at the time each home is delivered and title and possession are transferred to the buyer. For the majority of our home closings, our performance obligation to deliver a home is satisfied in less than one year from the date a binding sale agreement is signed. In certain states where we build, we may not be able to complete certain outdoor features prior to the closing of the home. To the extent these separate performance obligations are not complete upon the home closing, we defer the portion of the home sales revenues related to these obligations and subsequently recognize the revenue upon completion of such obligations. 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 $ 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. Of the outstanding customer deposits held as of October 31, 2023, we recognized $ 476.5 million in home sales revenues during the fiscal year ended October 31, 2024.
For our standard attached and detached homes, land, land development, and related costs, both incurred and estimated to be incurred in the future, are amortized to the cost of homes closed based upon the total number of homes to be constructed in each community. Any changes resulting from a change in the estimated number of homes to be constructed or in the estimated land, land development, and related costs subsequent to the commencement of delivery of homes are allocated to the remaining undelivered homes in the community. Home construction and related costs are charged to the cost of homes closed under the specific identification method. The estimated land, common area development, and related costs of master-planned communities, including the cost of golf courses, net of their estimated residual value, are allocated to individual communities within a master-planned community on a relative sales value basis. Any changes resulting from a change in the estimated number of homes to be constructed or in the estimated costs are allocated to the remaining home sites in each of the communities of the master-planned community.
For high-rise/mid-rise projects, land, land development, construction, and related costs, both incurred and estimated to be incurred in the future, are generally amortized to the cost of units closed based upon an estimated relative sales value of the units closed to the total estimated sales value. Any changes resulting from a change in the estimated total costs or revenues of the project are allocated to the remaining units to be delivered.
Land sales and other revenues: Our revenues from land sales and other generally consist of: (1) land sales to joint ventures in which we retain an interest; (2) lot sales to third-party builders within our master-planned communities; (3) bulk land sales to
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third parties of land we have decided no longer meets our development criteria; (4) sales of land parcels to third parties (typically because there is a superior economic use of the property); and (5) sales of commercial and retail properties generally located at our high-rise urban luxury condominium projects. In general, our performance obligation for each of these land sales is fulfilled upon the delivery of the land, which generally coincides with the receipt of cash consideration from the counterparty. For land sale transactions that contain repurchase options, revenues and related costs are not recognized until the repurchase option expires. In addition, when we sell land to a joint venture in which we retain an interest, we do not recognize revenue or gains on the sale to the extent of our retained interest in such joint venture.
In fiscal 2024, we sold a parcel of land to a commercial developer for net cash proceeds of $ 180.7 million , which resulted in a pre-tax gain of $ 175.2 million during the year ended October 31, 2024.
Forfeited Customer Deposits: Forfeited customer deposits are recognized in “Home sales revenues” in our Consolidated Statements of Operations and Comprehensive Income in the period in which the customer defaults on or cancels the contract and we determine that we have the right to retain the deposit.
Sales Incentives: In order to promote sales of our homes, we may offer our home buyers sales incentives. These incentives will vary by type of incentive and by amount on a community-by-community and home-by-home basis. Incentives are reflected as a reduction in home sales revenues. Incentives are recognized at the time the home is delivered to the home buyer and we receive the sales proceeds.
Advertising Costs
Advertising costs are expensed as incurred. Advertising costs, including brochures and signage, were $ 77.4 million, $ 63.1 million, and $ 49.6 million for the years ended October 31, 2025, 2024, and 2023, respectively.
Warranty and Self-Insurance
Warranty: We provide all of our home buyers with a limited warranty as to workmanship and mechanical equipment. We also provide many of our home buyers with a limited 10-year warranty as to structural integrity. We accrue for expected warranty costs at the time each home is closed and title and possession are transferred to the home buyer. Warranty costs are accrued based upon historical 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.
Self-Insurance: We maintain, and require the majority of our subcontractors to maintain, general liability insurance (including construction defect and bodily injury coverage) and workers’ compensation insurance. These insurance policies protect us against a portion of our risk of loss from claims related to our home building activities, subject to certain self-insured retentions, deductibles and other coverage limits (“self-insured liability”). We also provide general liability insurance for our subcontractors in Arizona, California, Colorado, Nevada, Washington, and certain areas of Texas, where eligible subcontractors are enrolled as insureds under our general liability insurance policies in each community in which they perform work. For those enrolled subcontractors, we absorb their general liability associated with the work performed on our homes within the applicable community as part of our overall general liability insurance and our self-insured liability.
We record expenses and liabilities based on the estimated costs required to cover our self-insured liability and the estimated costs of potential claims and claim adjustment expenses that are above our coverage limits or that are not covered by our insurance policies. These estimated costs are based on an analysis of our historical claims and industry data, and include an estimate of claims incurred but not yet reported (“IBNR”).
We engage a third-party actuary that uses our historical claim and expense data, input from our internal legal and risk management groups, as well as industry data, to estimate our liabilities, on an undiscounted basis, related to unpaid claims, IBNR associated with the risks that we are assuming for our self-insured liability, and other required costs to administer current and expected claims. These estimates are subject to uncertainty due to a variety of factors, the most significant being the long period of time between the delivery of a home to a home buyer and when a structural warranty or construction defect claim may be made, and the ultimate resolution of the claim. 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. Adjustments to our liabilities related to homes delivered in prior years are recorded in the period in which a change in our estimate occurs.
The projection of losses related to these liabilities requires actuarial assumptions that are subject to variability due to uncertainties regarding construction defect claims relative to our markets and the types of product we build, insurance industry practices, and legal or regulatory actions and/or interpretations, among other factors. 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
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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.
Stock-Based Compensation
We measure compensation cost for share-based compensation on the grant date. 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. 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. In addition to restrictions on trading, employee stock options and restricted stock units may include other restrictions such as vesting periods. Further, such models require the input of highly subjective assumptions, including the expected volatility of the stock price.
We recognize compensation expense ratably over the shorter of the vesting period or the period between the grant date and the time the award becomes nonforfeitable by the participant. For shared-based awards containing performance conditions, we estimate the fair value of the award by evaluating the performance conditions quarterly and estimating the number of shares underlying award that are probable of being issued. Based on this estimate, we recognize compensation expense ratably over the vesting period. We record cumulative adjustments in the period in which estimates change. Stock-based compensation expense is generally included in “Selling, general and administrative” expense in our Consolidated Statements of Operations and Comprehensive Income. We recognize forfeitures of stock-based awards as a reduction to compensation expense in the period in which they occur.
Legal Expenses
Transactional legal expenses for land acquisition and entitlement, and financing are capitalized and expensed over their appropriate life. We expense legal fees related to litigation, warranty and insurance claims when incurred.
Income Taxes
Deferred tax assets and liabilities are recorded based on temporary differences between the amounts reported for financial reporting purposes and the amounts reported for income tax purposes. A valuation allowance must be established when, based upon available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized. See “Income Taxes – Valuation Allowance” below.
Federal and state income taxes are calculated on reported pre-tax earnings based on current tax law and also include, in the applicable period, the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Such provisions differ from the amounts currently receivable or payable because certain items of income and expense are recognized for financial reporting purposes in different periods than for income tax purposes. Significant judgment is required in determining income tax provisions and evaluating tax positions.
ASC 740, “Income Taxes” (“ASC 740”) clarifies the accounting for uncertainty in income taxes recognized and prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. ASC 740 requires a company to recognize the financial statement effect of a tax position when it is “more-likely-than-not” (defined as a substantiated likelihood of more than 50 %), based on the technical merits of the position, that the position will be sustained upon examination. A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to be recognized in the financial statements based upon the largest amount of benefit that is greater than 50 % likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Our inability to determine that a tax position meets the more-likely-than-not recognition threshold does not mean that the Internal Revenue Service (“IRS”) or any other taxing authority will disagree with the position that we have taken.
If a tax position does not meet the more-likely-than-not recognition threshold, despite our belief that our filing position is supportable, the benefit of that tax position is not recognized in the Consolidated Statements of Operations and Comprehensive Income and we are required to accrue potential interest and penalties until the uncertainty is resolved. Potential interest and penalties are recognized as a component of the provision for income taxes. Differences between amounts taken in a tax return and amounts recognized in the financial statements are considered unrecognized tax benefits. We believe that we have a reasonable basis for each of our filing positions and intend to defend those positions if challenged by the IRS or other taxing jurisdictions. If the IRS or other taxing authorities do not disagree with our position, and after the statute of limitations expires, we will recognize the unrecognized tax benefit in the period that the uncertainty of the tax position is eliminated.
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Income Taxes — Valuation Allowance
We assess the need for valuation allowances for deferred tax assets in each period based on whether it is more-likely-than-not that some portion of the deferred tax asset would not be realized. If, based on the available evidence, it is more-likely-than-not that such asset will not be realized, a valuation allowance is established against a deferred tax asset. The realization of a deferred tax asset ultimately depends on the existence of sufficient taxable income in either the carryback or carryforward periods under tax law. This assessment considers, among other matters, the nature, consistency, and magnitude of current and cumulative income and losses; forecasts of future profitability; the duration of statutory carryback or carryforward periods; our experience with operating loss and tax credit carryforwards being used before expiration; tax planning alternatives; and outlooks for the U.S. housing industry and broader economy. Changes in existing tax laws or rates could also affect our actual tax results. Due to uncertainties in the estimation process, particularly with respect to changes in facts and circumstances in future reporting periods, actual results could differ from the estimates used in our assessment that could have a material impact on our consolidated results of operations or financial position.
Segment Reporting
During fiscal 2025 and 2024, we operated in the following five geographic segments, with operations generally located in the states listed below:
• 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; and
• The Pacific region: California, Oregon and Washington.
Our geographic reporting segments are consistent with how our chief operating decision makers are assessing operating performance and allocating capital.
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 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. ASU 2024-03 will be effective for our fiscal year 2028. The amendments in this update are to be applied on a prospective basis, with the option for retrospective application. Early adoption is permitted. 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. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. The amendments in this update also expand the interim segment disclosure requirements. 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): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires expanded disclosure of our income tax rate reconciliation and income taxes paid. ASU 2023-09 will be effective for our fiscal year ending October 31, 2026 and may be applied either retrospectively or prospectively. We are currently evaluating the impact this standard will have on our disclosures.
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Disposition
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)
121,231
Real estate and related assets held for sale
$ 420,969
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.
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2. Inventory
Major components of inventory at October 31, 2025 and 2024 consisted of the following (amounts in thousands):
October 31, 2025 October 31, 2024
Land deposits and costs of future communities $ 843,110 $ 620,040
Land and land development costs 3,018,179 2,532,221
Land and land development costs associated with homes under construction 3,738,695 3,617,266
Total land and land development costs 7,599,984 6,769,527
Homes under construction 2,535,219 2,458,541
Model homes (1)
543,257 484,857
$ 10,678,460 $ 9,712,925
(1) Includes the allocated land and land development costs associated with each of our model homes in operation.
The following table provides a summary of the composition of our inventory based on community status at October 31, 2025 and October 31, 2024 (amounts in thousands):
October 31, 2025 October 31, 2024
Land controlled for future communities $ 307,229 $ 200,166
Land owned for future communities 406,506 353,030
Operating communities 9,964,725 9,159,729
$ 10,678,460 $ 9,712,925
Operating communities include communities offering homes for sale; communities that have sold all available home sites but have not completed delivery of the homes; and communities preparing to open for sale. The carrying value attributable to operating communities includes the cost of homes under construction, land and land development costs, the carrying cost of home sites in current and future phases of these communities, and the carrying cost of model homes.
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):
2025 2024 2023
Land controlled for future communities $ 33,529 $ 6,676 $ 10,712
Land owned for future communities — — 1,493
Operating communities 32,385 52,765 18,501
$ 65,914 $ 59,441 $ 30,706
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.
At October 31, 2025, we evaluated our land purchase contracts, including those to acquire land for apartment developments, to determine whether any of the selling entities were VIEs and, if they were, whether we were the primary beneficiary of any of them. Under these land purchase contracts, we do not possess legal title to the land; our maximum exposure to loss is generally limited to deposits paid to the sellers and predevelopment costs incurred; and the creditors of the sellers generally have no recourse against us. At October 31, 2025, we determined that 349 land purchase contracts, with an aggregate purchase price of $ 7.30 billion, on which we had made aggregate deposits totaling $ 724.6 million, were VIEs, but that we were not the primary beneficiary of any VIE related to such land purchase contracts. At October 31, 2024, we determined that 297 land purchase contracts, with an aggregate purchase price of $ 5.59 billion, on which we had made aggregate deposits totaling $ 522.1 million, were VIEs, but that we were not the primary beneficiary of any VIE related to such land purchase contracts. See Note 6, “Accrued Expenses,” for information regarding liabilities related to consolidated inventory not owned.
F-18
Interest incurred, capitalized, and expensed in each of the three fiscal years ended October 31, 2025, 2024, and 2023, was as follows (amounts in thousands):
2025 2024 2023
Interest capitalized, beginning of year $ 179,797 $ 190,550 $ 209,468
Interest incurred 132,871 128,743 140,426
Interest expensed to home sales cost of revenues ( 118,085 ) ( 128,962 ) ( 139,410 )
Interest expensed to land sales and other cost of revenues ( 2,383 ) ( 3,142 ) ( 10,787 )
Interest capitalized on investments in unconsolidated entities ( 5,857 ) ( 8,404 ) ( 9,783 )
Previously capitalized interest transferred to investments in unconsolidated entities — — ( 244 )
Previously capitalized interest on investments in unconsolidated entities transferred to inventory 4,501 1,012 880
Interest capitalized, end of year $ 190,844 $ 179,797 $ 190,550
3. Investments in Unconsolidated Entities
We have investments in various unconsolidated entities and our ownership interest in these investments range from 2.5 % to 50 %. These entities are structured as joint ventures and either (i) develop land for the joint venture participants and for sale to outside builders (“Land Development Joint Ventures”); (ii) develop for-sale homes (“Home Building Joint Ventures”); 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):
Land
Development
Joint Ventures Home Building
Joint Ventures Rental Property
Joint Ventures
Other
Joint Ventures Total
Number of unconsolidated entities
21 1 21 2 45
Investment in unconsolidated entities (1)
$ 553,387 $ 14,769 $ 448,547 $ 9,192 $ 1,025,895
Number of unconsolidated entities with funding commitments by the Company
11 1 7 1 20
Company’s remaining funding commitment to unconsolidated entities (2)
$ 315,506 $ 769 $ 13,878 $ 1,012 $ 331,165
(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 % .
(2) Our remaining funding commitment includes approximately $ 47.5 million related to our unconsolidated joint venture-related variable interests in VIEs.
The table below provides information as of October 31, 2024, regarding active joint ventures that we were invested in, by joint venture category ($ amounts in thousands):
Land
Development
Joint Ventures Home Building
Joint Ventures Rental Property
Joint Ventures Other
Joint Ventures Total
Number of unconsolidated entities
16 2 40 2 60
Investment in unconsolidated entities (1)
$ 388,550 $ 58,403 $ 549,195 $ 11,269 $ 1,007,417
Number of unconsolidated entities with funding commitments by the Company
6 — 20 1 27
Company’s remaining funding commitment to unconsolidated entities (2)
$ 242,966 $ — $ 65,444 $ 4,427 $ 312,837
F-19
(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. Our ownership interest in such unconsolidated Joint Venture VIEs ranges from 25 % to 50 % .
(2) Our remaining funding commitment includes approximately $ 109.6 million related to our unconsolidated joint venture-related variable interests in VIEs.
Certain joint ventures in which we have investments obtained debt financing to finance a portion of their activities. The table below provides information at October 31, 2025, regarding the debt financing obtained by category ($ amounts in thousands):
Land
Development
Joint Ventures Home Building
Joint Ventures Rental Property
Joint Ventures
Total
Number of joint ventures with debt financing
15 1 21 37
Aggregate loan commitments $ 922,668 $ 63,500 $ 2,066,376 $ 3,052,544
Amounts borrowed under commitments
$ 547,827 $ 6,511 $ 1,771,898 $ 2,326,236
The table below provides information at October 31, 2024, regarding the debt financing obtained by category ($ amounts in thousands):
Land
Development
Joint Ventures Home Building
Joint Ventures Rental Property
Joint Ventures Total
Number of joint ventures with debt financing
11 1 38 50
Aggregate loan commitments $ 639,589 $ 98,150 $ 3,538,148 $ 4,275,887
Amounts borrowed under commitments
$ 381,614 $ 47,903 $ 2,751,201 $ 3,180,718
More specific and/or recent information regarding our investments in and future commitments to these entities is provided below.
New Joint Ventures
The table below provides information on joint ventures entered into during fiscal 2025 ($ amounts in thousands):
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
Number of unconsolidated joint ventures entered into during the period 1
Investment balance at October 31, 2024
$ 17,956
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 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.
F-20
In fiscal 2025 and 2024, we recognized other-than-temporary impairment charges on our investments in certain Rental Property Joint Ventures of $ 2.1 million and $ 6.6 million, respectively. No similar impairments were recognized in fiscal 2023.
In fiscal 2025, 2024 and 2023, we purchased land from unconsolidated entities, principally related to our acquisition of lots from our Land Development Joint Ventures, totaling $ 116.4 million, $ 139.2 million, and $ 110.7 million, respectively. Our share of income from the lots we acquired was insignificant in each period.
In our normal course of business, we may contribute land to certain of our joint ventures in exchange for an ownership interest. In fiscal 2025 and 2023, we sold land to unconsolidated entities, which principally involved land sales to our Home Building and Rental Property Joint Ventures, totaling $ 25.7 million and $ 44.2 million, respectively. These amounts are included in “Land sales and other revenue” on our Consolidated Statements of Operations and Comprehensive Income and are generally sold at or near our land basis. No similar land sales to unconsolidated entities occurred in fiscal 2024.
At October 31, 2025 and 2024, we had receivables due from joint ventures totaling $ 6.3 million and $ 9.8 million, respectively, primarily related to amounts we funded on behalf of our partners that had not yet been reimbursed and amounts due to us for management fees earned.
Guarantees
The unconsolidated entities in which we have investments generally finance their activities with a combination of partner equity and debt financing. In some instances, we have guaranteed portions of debt of unconsolidated entities. These guarantees may include any or all of the following: (i) project completion guarantees, including any cost overruns; (ii) repayment guarantees, generally covering a percentage of the outstanding loan; (iii) carry cost guarantees, which cover costs such as interest, real estate taxes, and insurance; (iv) an environmental indemnity provided to the lender that holds the lender harmless from and against losses arising from the discharge of hazardous materials from the property and non-compliance with applicable environmental laws; and (v) indemnification of the lender from “bad boy acts” of the unconsolidated entity.
In 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; 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 or agreed upon 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. If it is not, we and our partners would need to contribute additional capital to the venture.
Information with respect to certain of the Company’s unconsolidated entities’ outstanding debt obligations, loan commitments and our guarantees thereon are as follows ($ amounts in thousands):
October 31, 2025 October 31, 2024
Loan commitments in the aggregate $ 1,915,800 $ 3,031,500
Our maximum estimated exposure under repayment and carry cost guarantees if the full amount of the debt obligations were borrowed (1)
$ 414,800 $ 646,900
Debt obligations borrowed in the aggregate $ 1,459,000 $ 2,204,300
Our maximum estimated exposure under repayment and carry cost guarantees of the debt obligations borrowed $ 413,500 $ 560,400
Estimated fair value of guarantees provided by us related to debt and other obligations $ 13,400 $ 17,400
Terms of guarantees 1 month -
8.2 years
1 month - 3.0 years
(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. We have not made payments under any of the outstanding guarantees, nor have we been called upon to do so.
F-21
Variable Interest Entities
We have both unconsolidated and consolidated joint venture-related variable interests in VIEs. 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, 2025
(1)
October 31, 2024
Number of Joint Venture VIEs that the Company is the primary beneficiary and consolidates
2 5
Carrying value of consolidated VIEs assets Receivables, prepaid expenses and other assets and Investments in unconsolidated entities $ 77,000 $ 105,300
Our partners’ interests in consolidated VIEs Noncontrolling interest $ 4,700 $ 9,800
(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. The assets of these VIEs can only be used to settle the obligations of the VIEs. In addition, in certain of the joint ventures, in the event additional contributions are required to be 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 partner. For VIEs where the power to direct significant activities is shared, business plans, budgets, and other major decisions are required to be unanimously approved by all partners. Management and other fees earned by us are nominal and believed to be at market rates, and there is no significant economic disproportionality between us and other partners.
Joint Venture Condensed Combined Financial Information
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.
F-22
Condensed Combined Balance Sheets:
October 31, 2025
Land Develop-
ment Joint
Ventures Home
Building
Joint
Ventures
Rental Property Joint Ventures Other Joint Ventures Total
Cash and cash equivalents $ 95,741 $ 16,492 $ 50,191 $ 367 $ 162,791
Inventory 1,520,860 54,844 — 7,185 1,582,889
Loan receivables, net — — 25,476 31,358 56,834
Rental properties — — 3,734,174 — 3,734,174
Rental properties under development — — 691,324 — 691,324
Other assets 329,803 10,375 188,574 478 529,230
Total assets $ 1,946,404 $ 81,711 $ 4,689,739 $ 39,388 $ 6,757,242
Debt, net of deferred financing costs $ 545,037 $ 6,511 $ 2,859,207 $ — $ 3,410,755
Other liabilities 181,277 32,229 220,640 6,129 440,275
Members’ equity 1,220,090 42,971 1,609,892 33,259 2,906,212
Total liabilities and equity $ 1,946,404 $ 81,711 $ 4,689,739 $ 39,388 $ 6,757,242
Company’s net investment in unconsolidated entities (1)
$ 553,387 $ 14,769 $ 448,547 $ 9,192 $ 1,025,895
October 31, 2024
Land Develop-
ment Joint
Ventures Home
Building
Joint
Ventures
Rental Property Joint Ventures Other
Joint
Ventures Total
Cash and cash equivalents $ 111,910 $ 34,187 $ 58,925 $ 942 $ 205,964
Inventory 1,082,597 128,913 — 27,164 1,238,674
Loan receivables, net — — — 26,171 26,171
Rental properties — — 2,916,210 — 2,916,210
Rental properties under development — — 1,544,266 — 1,544,266
Other assets 305,844 25,615 203,276 976 535,711
Total assets $ 1,500,351 $ 188,715 $ 4,722,677 $ 55,253 $ 6,466,996
Debt, net of deferred financing costs $ 379,829 $ 47,580 $ 2,735,319 $ — $ 3,162,728
Other liabilities 189,767 12,028 299,201 14,497 515,493
Members’ equity 930,755 129,107 1,688,157 40,756 2,788,775
Total liabilities and equity $ 1,500,351 $ 188,715 $ 4,722,677 $ 55,253 $ 6,466,996
Company’s net investment in unconsolidated entities (1)
$ 388,550 $ 58,403 $ 549,195 $ 11,269 $ 1,007,417
(1) Our underlying equity in the net assets of the unconsolidated entities was more than our net investment in unconsolidated entities by $ 27.2 million and $ 3.0 million as of October 31, 2025 and 2024, respectively, and these differences are primarily a result of interest capitalized on our investments; the estimated fair value of the guarantees provided to the joint ventures; distributions from entities in excess of the carrying amount of our net investment; unrealized gains on our retained joint venture interests; other than temporary impairments we have recognized; and gains recognized from the sale of our ownership interests.
F-23
Condensed Combined Statements of Operations and Comprehensive Income:
For the year ended October 31, 2025
Land Develop-
ment Joint
Ventures Home
Building
Joint
Ventures
Rental Property Joint Ventures Other
Joint
Ventures Total
Revenues
$ 342,014 $ 97,258 $ 325,686 $ 26,343 $ 791,301
Cost of revenues 303,168 107,536 158,670 23,810 593,184
Other expenses 10,288 5,570 368,777 1,196 385,831
Total expenses 313,456 113,106 527,447 25,006 979,015
Income (loss) from operations 28,558 ( 15,848 ) ( 201,761 ) 1,337 ( 187,714 )
Other income - net (2)
6,440 384 137,022 3,692 147,538
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)
$ 24,459 $ 4,937 $ ( 11,663 ) $ 1,321 $ 19,054
For the year ended October 31, 2024
Land Develop-
ment Joint
Ventures Home
Building
Joint
Ventures
Rental Property Joint Ventures Other
Joint
Ventures Total
Revenues $ 269,545 $ 252,415 $ 273,353 $ 57,663 $ 852,976
Cost of revenues 200,939 193,533 120,787 51,054 566,313
Other expenses 11,943 11,990 269,785 1,368 295,086
Total expenses 212,882 205,523 390,572 52,422 861,399
Income (loss) from operations 56,663 46,892 ( 117,219 ) 5,241 ( 8,423 )
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 268 37 291 — 596
Net income $ 65,873 $ 46,679 $ 45,375 $ 8,267 $ 166,194
Company’s equity in earnings (losses) of unconsolidated entities (3)
$ 10,724 $ ( 6,324 ) $ ( 30,339 ) $ 2,096 $ ( 23,843 )
For the year ended October 31, 2023
Land Develop-
ment Joint
Ventures Home
Building
Joint
Ventures
Rental Property Joint Ventures Other
Joint
Ventures Total
Revenues
$ 240,365 $ 38,124 $ 238,651 $ 28,221 $ 545,361
Cost of revenues 196,924 26,583 85,328 21,031 329,866
Other expenses 13,261 7,201 233,734 1,053 255,249
Total expenses 210,185 33,784 319,062 22,084 585,115
Income (loss) from operations 30,180 4,340 ( 80,411 ) 6,137 ( 39,754 )
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 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
F-24
(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 joint ventures and those promoted cash flows being distributed; other than temporary impairments we have recognized; recoveries of previously incurred charges; unrealized gains on our retained joint venture interests; gains recognized from the sale of our investment to our joint venture partner; and our share of the entities’ profits related to home sites purchased by us which reduces our cost basis of the home sites acquired.
4. Receivables, Prepaid Expenses, and Other Assets
Receivables, prepaid expenses, and other assets at October 31, 2025 and 2024, consisted of the following (amounts in thousands):
2025 2024
Expected recoveries from insurance carriers and others $ 129,193 $ 109,569
Improvement cost receivable 28,755 41,173
Escrow cash held by our wholly owned captive title company 72,242 62,048
Properties held for rental apartment and commercial development 64,533 116,802
Prepaid expenses 47,832 40,432
Right-of-use asset 109,013 108,311
Derivative assets 64 18,398
Other 103,088 93,878
$ 554,720 $ 590,611
5. Loans Payable, Senior Notes, and Mortgage Company Loan Facility
Loans Payable
At October 31, 2025 and 2024, loans payable consisted of the following (amounts in thousands):
2025 2024
Senior unsecured term loan $ 650,000 $ 650,000
Loans payable – other
249,087 437,969
Deferred issuance costs ( 2,699 ) ( 2,152 )
$ 896,388 $ 1,085,817
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. 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. Toll Brothers, Inc. and substantially all of its 100 %-owned home building subsidiaries are guarantors under the Term Loan Facility. The Term Loan Facility contains substantially the same financial covenants as the Revolving Credit Facility described below.
In November 2020, we entered into 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
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
F-25
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. Toll Brothers, Inc. and substantially all of its 100 %-owned home building subsidiaries are guarantors of the borrower’s obligations under the Revolving Credit Facility.
Both our Revolving Credit Facility and Term Loan Facility require us to maintain certain financial covenants, which include not exceeding a defined maximum leverage ratio and maintaining a minimum tangible net worth. In addition, our ability to repurchase our common stock and pay cash dividends is limited by these agreements. 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, 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
“Loans payable – other” primarily represent purchase money mortgages on properties we acquired that the seller had financed, project-level financing, and various revenue bonds that were issued by government entities on our behalf to finance community infrastructure and our manufacturing facilities. Information regarding our loans payable at October 31, 2025 and 2024, is included in the table below ($ amounts in thousands):
2025 2024
Aggregate loans payable at October 31 $ 249,087 $ 437,969
Weighted-average interest rate 4.87 % 5.73 %
Interest rate range 1.00 % - 9.00 %
1.00 % - 9.00 %
Loans secured by assets:
Carrying value of loans secured by assets $ 249,087 $ 437,256
Carrying value of assets securing loans $ 902,593 $ 1,326,440
The contractual maturities of “Loans payable – other” as of October 31, 2025, ranged from three days to 30.9 years.
Senior Notes
At October 31, 2025 and 2024, senior notes consisted of the following (amounts in thousands):
2025 2024
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
500,000 —
Bond discounts, premiums, and deferred issuance costs - net ( 8,475 ) ( 2,898 )
$ 1,741,525 $ 1,597,102
The senior notes are the unsecured obligations of Toll Brothers Finance Corp., our 100 %-owned subsidiary. The payment of principal and interest is fully and unconditionally guaranteed, jointly and severally, by us and substantially all of our 100 %-owned home building subsidiaries (together with Toll Brothers Finance Corp., the “Senior Note Parties”). The senior notes rank equally in right of payment with all the Senior Note Parties’ existing and future unsecured senior indebtedness, including the Revolving Credit Facility and the Term Loan Facility. The senior notes are structurally subordinated to the prior claims of creditors, including trade creditors, of our subsidiaries that are not guarantors of the senior notes. 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 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.
F-26
Mortgage Company Loan Facility
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 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.
General
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):
Amount
2026 ( 1 )
$ 257,896
2027 $ 507,878
2028 $ 411,244
2029 $ 13,395
2030 $ 1,061,015
(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.
6. Accrued Expenses
Accrued expenses at October 31, 2025 and 2024, consisted of the following (amounts in thousands):
2025 2024
Land, land development and construction $ 237,003 $ 356,613
Liabilities related to consolidated inventory not owned 754,824 388,778
Compensation and employee benefits 209,822 208,394
Escrow liability associated with our wholly owned captive title company 72,233 62,038
Self-insurance 237,353 242,306
Warranty 248,391 189,258
Lease liabilities 128,340 128,588
Deferred income 52,524 51,138
Interest 32,433 29,669
Commitments to unconsolidated entities 33,142 38,661
Other 55,854 57,405
$ 2,061,919 $ 1,752,848
F-27
At the time each home is closed and title and possession are transferred to the home buyer, we record an initial accrual for expected warranty costs on that home. 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. The table below provides a reconciliation of the changes in our warranty accrual during fiscal 2025, 2024, and 2023 (amounts in thousands):
2025 2024 2023
Balance, beginning of year $ 189,258 $ 206,171 $ 164,409
Additions - homes closed during the year 43,022 36,186 44,949
Increase in accruals for homes closed in prior years - net 10,326 3,150 12,739
Increase (decrease) in accruals expected to be recovered from third parties (1)
44,000 ( 6,000 ) 58,000
Reclassification from self-insurance accruals — — 696
Charges incurred ( 38,215 ) ( 50,249 ) ( 74,622 )
Balance, end of year $ 248,391 $ 189,258 $ 206,171
(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.
7. Income Taxes
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):
2025 2024 2023
$ %* $ %* $ %*
Federal tax provision at statutory rate 376,188 21.0 437,984 21.0 386,898 21.0
State tax provision, net of federal benefit 85,649 4.8 103,880 5.0 90,698 4.9
Other permanent differences 56 — 2,737 0.1 ( 2,782 ) ( 0.2 )
Reversal of accrual for uncertain tax positions ( 1,748 ) ( 0.1 ) ( 2,132 ) ( 0.1 ) ( 621 ) —
Accrued interest on anticipated tax assessments
1,292 0.1 1,418 0.1 403 —
Increase in unrecognized tax benefits 2,598 0.1 2,556 0.1 2,209 0.1
Excess stock compensation benefit ( 15,196 ) ( 0.8 ) ( 17,546 ) ( 0.8 ) ( 7,320 ) ( 0.4 )
Energy tax credits — — ( 68 ) — ( 2,348 ) ( 0.1 )
Other ( 3,954 ) ( 0.2 ) ( 14,384 ) ( 0.7 ) 3,163 0.2
Income tax provision* 444,885 24.8 514,445 24.7 470,300 25.5
* Due to rounding, percentages may not add
We are subject to state tax in the jurisdictions in which we operate. We estimate our state tax liability based upon the individual taxing authorities’ regulations, estimates of income by taxing jurisdiction, and our ability to utilize certain tax-saving strategies. Based on our estimate of the allocation of income or loss among the various taxing jurisdictions and changes in tax regulations and their impact on our tax strategies, we estimated that our rate for state income taxes, before federal benefit, will be 6.1 % in fiscal 2025. Our state income tax rate, before federal benefit, was 6.3 % and 6.2 % in fiscal 2024 and 2023, respectively.
The following table provides information regarding the provision (benefit) for income taxes for each of the fiscal years ended October 31, 2025, 2024, and 2023 (amounts in thousands):
2025 2024 2023
Federal $ 372,664 $ 425,445 $ 385,650
State 72,221 89,000 84,650
$ 444,885 $ 514,445 $ 470,300
Current $ 358,146 $ 594,775 $ 433,837
Deferred 86,739 ( 80,330 ) 36,463
$ 444,885 $ 514,445 $ 470,300
F-28
The components of income taxes payable at October 31, 2025 and 2024 are set forth below (amounts in thousands):
2025 2024
Current $ 16,766 $ 37,905
Deferred 160,350 76,642
$ 177,116 $ 114,547
The following table provides a reconciliation of the change in the unrecognized tax benefits for the years ended October 31, 2025, 2024, and 2023 (amounts in thousands):
2025 2024 2023
Balance, beginning of year $ 20,029 $ 10,512 $ 4,922
Increase in benefit as a result of tax positions taken in prior years 1,631 8,650 3,633
Increase in benefit as a result of tax positions taken in current year 3,293 3,142 2,733
Decrease in benefit as a result of settlements — ( 1,782 ) —
Decrease in benefit as a result of lapse of statute of limitations ( 2,201 ) ( 493 ) ( 776 )
Balance, end of year $ 22,752 $ 20,029 $ 10,512
The statute of limitations has expired on our federal tax returns for fiscal years through 2021. The statute of limitations for our major state tax jurisdictions remains open for examination for fiscal year 2020 and subsequent years.
Our unrecognized tax benefits are included in the current portion of “Income taxes payable” on our Consolidated Balance Sheets. If these unrecognized tax benefits reverse in the future, they would have a beneficial impact on our effective tax rate at that time. During the next 12 months, it is reasonably possible that the amount of unrecognized tax benefits will change, but we are not able to provide a range of such change. The anticipated changes will be principally due to the expiration of tax statutes, settlements with taxing jurisdictions, increases due to new tax positions taken, and the accrual of estimated interest and penalties.
The amounts accrued for interest and penalties are included in the current portion of “Income taxes payable” on our Consolidated Balance Sheets. The following table provides information as to the amounts recognized in our tax provision, before reduction for applicable taxes and reversal of previously accrued interest and penalties, of potential interest and penalties in the fiscal years ended October 31, 2025, 2024, and 2023, and the amounts accrued for potential interest and penalties at October 31, 2025 and 2024 (amounts in thousands):
Expense recognized in the Consolidated Statements of Operations and Comprehensive Income
Fiscal year
2025 $ 1,636
2024 $ 785
2023 $ 332
Accrued at:
October 31, 2025 $ 3,882
October 31, 2024 $ 1,728
F-29
The components of net deferred tax assets and liabilities at October 31, 2025 and 2024 are set forth below (amounts in thousands):
2025 2024
Deferred tax assets:
Accrued expenses $ 67,787 $ 61,353
Impairment charges 26,132 23,074
Inventory valuation differences 21,440 44,307
Stock-based compensation expense 12,384 11,966
Amounts related to unrecognized tax benefits 4,712 4,130
State tax, net operating loss carryforwards 7,193 4,285
Other 2,607 117
Total assets 142,255 149,232
Deferred tax liabilities:
Capitalized interest 20,478 20,634
Deferred income 245,646 171,954
Expenses taken for tax purposes not for book 3,766 2,304
Depreciation 10,848 13,681
Deferred marketing 21,867 17,301
Total liabilities 302,605 225,874
Net deferred tax liabilities $ ( 160,350 ) $ ( 76,642 )
In accordance with GAAP, we assess whether a valuation allowance should be established based on our determination of whether it is more-likely-than-not that some portion or all of the deferred tax assets would not be realized. At October 31, 2025 and 2024, we determined that it was more-likely-than-not that our deferred tax assets would be realized. Accordingly, at October 31, 2025 and 2024, we did not have valuation allowances recorded against our federal or state deferred tax assets.
We file tax returns in the various states in which we do business. Each state has its own statutes regarding the use of tax loss carryforwards. Some of the states in which we do business do not allow for the carryforward of losses, while others allow for carryforwards ranging from five years to an indefinite carryforward period.
8. Stockholders’ Equity
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, 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.
Cash Dividends
In March 2025, our Board of Directors approved an increase in the quarterly dividend from $ 0.23 to $ 0.25 per share. During the fiscal years October 31, 2025, 2024 and 2023, we declared and paid aggregate cash dividends of $ 0.98 , $ 0.90 and $ 0.83 per share, respectively, to our shareholders.
Stock Repurchase Program
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.
F-30
The following table provides information about the share repurchase programs for the fiscal years ended October 31, 2025, 2024, and 2023:
2025 2024 2023
Number of shares purchased (in thousands) 5,410 4,914 7,860
Average price per share (1)
$ 120.44 $ 127.79 $ 72.00
Remaining authorization at October 31 (in thousands) 9,677 15,087 6,716
(1) Average price per share includes all costs associated with the repurchases, including accrued excise taxes.
Transfer Restriction
On March 17, 2010, our Board of Directors adopted a Certificate of Amendment to the Second Restated Certificate of Incorporation of the Company (the “Certificate of Amendment”). The Certificate of Amendment includes an amendment approved by our stockholders at the 2010 Annual Meeting of Stockholders that restricts certain transfers of our common stock. The Certificate of Amendment’s transfer restrictions generally restrict any direct or indirect transfer of our common stock if the effect would be to increase the direct or indirect ownership of any Person (as defined in the Certificate of Amendment) from less than 4.95 % to 4.95 % or more of our common stock or increase the ownership percentage of a Person owning or deemed to own 4.95 % or more of our common stock. Any direct or indirect transfer attempted in violation of this restriction would be void as of the date of the prohibited transfer as to the purported transferee.
Accumulated Other Comprehensive Income (Loss)
The changes in each component of accumulated other comprehensive income (loss) (“AOCI”), for fiscal years ended October 31, 2025, 2024, and 2023, were as follows (amounts in thousands):
2025 2024 2023
Employee Retirement Plans
Beginning balance $ 1,018 $ 3,080 $ 2,475
Gains (losses) arising during the period ( 472 ) ( 2,314 ) 736
Less: Tax (expense) benefit 121 593 ( 199 )
Net gains (losses) arising during the period ( 351 ) ( 1,721 ) 537
(Gains) losses reclassified from AOCI to net income (1)
822 ( 457 ) 92
Less: Tax expense (benefit) (2)
( 208 ) 116 ( 24 )
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
Derivative Instruments
Beginning balance $ 30,259 $ 37,830 $ 35,143
Gains on derivative instruments 1,381 515 8,369
Less: Tax expense ( 356 ) ( 472 ) ( 2,110 )
Net gains on derivative instruments 1,025 43 6,259
Gains reclassified from AOCI to net income (3)
( 13,766 ) ( 10,695 ) ( 4,784 )
Less: Tax expense (2)
3,473 3,081 1,212
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
Total AOCI ending balance $ 22,272 $ 31,277 $ 40,910
(1) Reclassified to “Other income – net”
(2) Reclassified to “Income tax provision”
(3) Reclassified to “Cost of revenues – home sales”
F-31
9. Stock-Based Benefit Plans
We grant various types of restricted stock units to our employees and our non-employee directors under our stock incentive plans. We also granted stock options to certain of our employees and non-employee directors through fiscal year 2023. Restricted stock unit awards may be based on performance conditions, market conditions or service over a requisite time period (time-based). On March 12, 2019, shareholders approved the Toll Brothers, Inc. 2019 Omnibus Incentive Plan (the “Omnibus Plan”), which succeeded the Toll Brothers, Inc. Stock Incentive Plan for Employees (2014) and the Toll Brothers, Inc. Stock Incentive Plan for Non-Executive Directors (2016) with respect to equity awards granted after its adoption, and no additional equity awards may be granted under such prior plans. As a result, the Omnibus Plan is the sole plan out of which new equity awards may be granted to employees (including executive officers), directors and other eligible participants under the plan. The Omnibus Plan provides for the granting of incentive stock options and nonqualified stock options with a term of up to 10 years at a price not less than the market price of the stock at the date of grant. The Omnibus Plan also provides for the issuance of stock appreciation rights and restricted and unrestricted stock awards and stock units, which may be performance-based. Stock options and restricted stock units granted under the Omnibus Plan generally vest over a four-year period for employees and prior to fiscal 2024, a two-year period for non-employee directors. Beginning in fiscal 2024, stock-based compensation awards granted to non-employee directors vest over a one-year period. Shares issued upon the exercise of a stock option or settlement of restricted stock units are either from shares held in treasury or newly issued shares. At October 31, 2025, 2024, and 2023, we had 2.6 million; 3.2 million; 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 years ended October 31, 2025, 2024, and 2023 (amounts in thousands):
2025 2024 2023
Total stock-based compensation expense recognized $ 30,834 $ 29,558 $ 24,805
Income tax benefit recognized $ 7,776 $ 7,555 $ 6,291
At October 31, 2025, the aggregate unamortized value of outstanding stock-based compensation awards was approximately $ 23.0 million and the weighted-average period over which we expect to recognize such compensation costs was approximately 2.3 years.
Performance-Based Restricted Stock Units:
In fiscal 2025, 2024, and 2023, the Executive Compensation Committee approved awards of performance-based restricted stock units (“Performance-Based RSUs”) relating to shares of our common stock to certain members of our senior management. The number of shares earned for Performance-Based RSUs is based on the attainment of certain operational performance metrics approved by the Executive Compensation Committee in the year of grant. The number of shares underlying the Performance-Based RSUs that may be issued to the recipients ranges from 0 % to 150 % of the base award depending on actual achievement as compared to the target performance goals. Shares earned based on actual performance vest pro-rata over a four-year period (provided the recipients continue to be employed by us as specified in the award document) or cliff-vest at the end of a three-year performance period measured from the grant date.
Compensation expense related to these grants is based on the Company’s performance against the related performance criteria, the elapsed portion of the performance or vesting period and the grant date fair value of the award.
F-32
A summary of the status of our nonvested Performance-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
Nonvested at November 1, 2024
206 $ 54.51
Granted 52 $ 102.42
Vested ( 118 ) $ 44.48
Nonvested at October 31, 2025
140 $ 75.33
The following table provides information regarding the issuance, valuation assumptions, and amortization of the Performance-Based RSUs issued in fiscal 2025, 2024, and 2023:
2025 2024 2023
Estimated number of shares underlying Performance-Based RSUs to be issued 52,326 67,499 126,068
Aggregate number of Performance-Based RSUs outstanding at October 31 310,216 346,630 442,961
Weighted-average fair value per share of Performance-Based RSUs issued $ 41.94 $ 33.98 $ 34.70
Aggregate grant date fair value of Performance-Based RSUs issued (in thousands) $ 4,481 $ 5,795 $ 7,244
Performance-Based RSU expense recognized (in thousands) $ 5,447 $ 6,713 $ 5,838
Fair market value of Performance-Based RSUs vested (in thousands) $ 5,280 $ 4,864 $ 5,595
Shares earned with respect to Performance-Based RSUs granted in December 2018, 2019, and 2020 were delivered in fiscal 2023, 2024, and 2025, respectively.
Time-Based Restricted Stock Units:
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, 2025, and changes during the year ended October 31, 2025, is presented below:
Number of shares (in thousands) Weighted-average grant date fair value
Nonvested at November 1, 2024
859 $ 64.20
Granted 236 $ 115.91
Vested ( 326 ) $ 58.29
Forfeited ( 14 ) $ 84.00
Nonvested at October 31, 2025
755 $ 82.56
F-33
The following table provides additional information on the Time-Based RSUs for fiscal 2025, 2024, and 2023:
2025 2024 2023
Time-Based RSUs issued:
Number of Time-Based RSUs issued 388,782 372,973 324,399
Weighted-average fair value per share of Time-Based RSUs issued $ 45.59 $ 39.58 $ 34.26
Aggregate fair value of Time-Based RSUs issued (in thousands) $ 17,724 $ 14,761 $ 11,114
Time-Based RSU expense recognized (in thousands): $ 24,913 $ 22,365 $ 18,340
Fair market value of Time-Based RSUs vested (in thousands): $ 18,982 $ 17,378 $ 14,592
2025 2024 2023
At October 31:
Aggregate number of Time-Based RSUs outstanding 1,178,296 1,344,851 1,500,097
Cumulative unamortized value of Time-Based RSUs (in thousands)
$ 22,906 $ 21,587 $ 22,836
10. Earnings Per Share Information
Information pertaining to the calculation of earnings per share for each of the fiscal years ended October 31, 2025, 2024, and 2023, is as follows (amounts in thousands):
2025 2024 2023
Numerator:
Net income as reported $ 1,346,486 $ 1,571,195 $ 1,372,071
Denominator:
Basic weighted-average shares 98,978 103,653 110,020
Common stock equivalents (1)
801 1,037 988
Diluted weighted-average shares 99,779 104,690 111,008
Other information:
Weighted-average number of antidilutive options and restricted stock units (2)
65 39 200
Shares issued under stock incentive and employee stock purchase plans 430 910 2,026
(1) Common stock equivalents represent the dilutive effect of outstanding in-the-money stock options using the treasury stock method and shares expected to be issued upon the conversion of restricted stock units under our equity award programs.
(2) Weighted-average number of antidilutive options and restricted stock units are based upon the average closing price of our common stock on the New York Stock Exchange for the period.
11. Fair Value Disclosures
Financial Instruments
A summary of assets and (liabilities) at October 31, 2025 and 2024, related to our financial instruments, measured at fair value on a recurring basis, is set forth below (amounts in thousands):
Fair value
Financial Instrument Fair value hierarchy October 31, 2025 October 31, 2024
Mortgage Loans Held for Sale Level 2 $ 200,816 $ 191,242
Forward Loan Commitments – Mortgage Loans Held for Sale Level 2 $ 63 $ 2,152
Interest Rate Lock Commitments (“IRLCs”) Level 2 $ ( 1 ) $ ( 962 )
Forward Loan Commitments – IRLCs Level 2 $ 1 $ 962
Interest Rate Swap Contracts Level 2 $ — $ 15,283
At October 31, 2025 and 2024, the carrying value of cash and cash equivalents, escrow cash held by our wholly owned captive title company, and customer deposits held in escrow approximated fair value.
F-34
The fair values of the interest rate swap contracts are included in “Receivables, prepaid expenses and other assets” in our Consolidated Balance Sheets and are determined using widely accepted valuation techniques including discounted cash flow analysis based on the expected cash flows of each swap contract. Although the Company has determined that the significant inputs, such as interest yield curve and discount rate, used to value its interest rate swap contracts fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our counterparties and our own credit risk utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, as of 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
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 and commitments 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 the application of such pricing to the mortgage loan portfolio. We recognize the difference between the fair value and the unpaid principal balance of mortgage loans held for sale as a gain or loss. In addition, we recognize the change in fair value of our forward loan commitments as a gain or loss. These gains and losses are included in “Other income – net” in our Consolidated Statements of Operations and Comprehensive Income. Interest income on mortgage loans held for sale is calculated based upon the stated interest rate of each loan and is also included in “Other income – net.”
The table below provides, for the periods indicated, the aggregate unpaid principal and fair value of mortgage loans held for sale as of the date indicated (amounts in thousands):
At October 31, Aggregate unpaid
principal balance Fair value Fair value greater (less) than principal balance
2025 $ 200,976 $ 200,816 $ ( 160 )
2024 $ 193,333 $ 191,242 $ ( 2,091 )
IRLCs represent individual borrower agreements that commit us to lend at a specified price for a specified period as long as there is no violation of any condition established in the commitment contract. These commitments have varying degrees of interest rate risk. We utilize best-efforts forward loan commitments (“Forward Commitments”) to hedge the interest rate risk of the IRLCs and residential mortgage loans held for sale. Forward Commitments represent contracts with third-party investors for the future delivery of loans whereby we agree to make delivery at a specified future date at a specified price. The IRLCs and Forward Commitments are considered derivative financial instruments under ASC 815, “Derivatives and Hedging,” which requires derivative financial instruments to be recorded at fair value. We estimate the fair value of such commitments based on the estimated fair value of the underlying mortgage loan and, in the case of IRLCs, the probability that the mortgage loan will fund within the terms of the IRLC. The fair values of IRLCs and forward loan commitments are included in either “Receivables, prepaid expenses and other assets” or “Accrued expenses” in our Consolidated Balance Sheets, as appropriate. To manage the risk of non-performance of investors regarding the Forward Commitments, we assess the creditworthiness of the investors on a periodic basis.
Inventory
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 is determined using Level 3 criteria. Estimated fair value is primarily determined by discounting the estimated future cash flow of each community. In determining the fair value related to land impairments, we consider recent offers received, prices for land in recent comparable sales transactions, and other factors. We record land impairments related to land parcels we plan to sell to third parties within land sales and other cost of revenues. See Note 1, “Significant Accounting Policies - Inventory,” for additional information regarding our methodology on determining fair value. As further discussed in Note 1, determining the fair value of a community’s inventory involves a number of variables, many of which are interrelated. If we used a different input for any of the various unobservable inputs used in our impairment analysis, the results of the analysis may have been different, absent any other changes. Impairments on operating communities were not significant in each of the three fiscal years ended October 31, 2025, 2024, and 2023 and, accordingly, we did not disclose the ranges of certain quantitative unobservable inputs utilized in determining the fair value of such impaired operating communities.
F-35
Debt
The table below provides, as of the dates indicated, the book value, excluding any bond discounts, premiums, and deferred issuance costs, and estimated fair value of our debt at October 31, 2025 and 2024 (amounts in thousands):
2025 2024
Fair value hierarchy Book value Estimated
fair value Book value Estimated
fair value
Loans payable (1)
Level 2 $ 899,087 $ 888,604 $ 1,087,969 $ 1,069,577
Senior notes (2)
Level 1 1,750,000 1,759,618 1,600,000 1,572,580
Mortgage company loan facility (3)
Level 2 150,000 150,000 150,000 150,000
$ 2,799,087 $ 2,798,222 $ 2,837,969 $ 2,792,157
(1) The estimated fair value of loans payable was based upon contractual cash flows discounted at interest rates that we believed were available to us for loans with similar terms and remaining maturities as of the applicable valuation date.
(2) The estimated fair value of our senior notes is based upon their market prices as of the applicable valuation date.
(3) We believe that the carrying value of our mortgage company loan borrowings approximates their fair value.
12. Employee Retirement and Deferred Compensation Plans
Salary Deferral Savings Plans
We maintain salary deferral savings plans covering substantially all employees. We recognized an expense, net of plan forfeitures, with respect to the plans of $ 20.9 million, $ 19.2 million, and $ 17.1 million for the fiscal years ended October 31, 2025, 2024, and 2023, respectively, which is included in “Selling, general and administrative” expense in the Consolidated Statements of Operations and Comprehensive Income.
Deferred Compensation Plan
We have an unfunded, nonqualified deferred compensation plan that permits eligible employees to defer a portion of their compensation. The deferred compensation, together with certain of our contributions, earns various rates of return depending upon when the compensation was deferred. A portion of the deferred compensation and interest earned may be forfeited by a participant if he or she elects to withdraw the compensation prior to the end of the deferral period. We accrued $ 38.1 million and $ 36.6 million at October 31, 2025 and 2024, respectively, for our obligations under the plan, which is included in “Accrued expenses” in the Consolidated Balance Sheets.
Defined Benefit Retirement Plans
We have two unfunded defined benefit retirement plans. Retirement benefits generally vest when the participant reaches normal retirement age. Unrecognized prior service costs are being amortized over the period from the date participants enter the plans until their interests are fully vested. We used a 4.87 %, 4.98 %, and 5.83 % discount rate in our calculation of the present value of our projected benefit obligations at October 31, 2025, 2024, and 2023, respectively. The rates represent the approximate long-term investment rate at October 31 of the fiscal year for which the present value was calculated. Information related to the plans is based on actuarial information calculated as of October 31, 2025, 2024 and 2023.
F-36
Information related to our retirement plans for each of the fiscal years ended October 31, 2025, 2024, and 2023, is as follows (amounts in thousands):
2025 2024 2023
Plan costs:
Service cost $ 197 $ 179 $ 137
Interest cost 1,773 1,982 1,869
Amortization of prior service cost 1,102 1,182 1,407
Amortization of unrecognized losses ( 281 ) ( 1,638 ) ( 1,316 )
$ 2,791 $ 1,705 $ 2,097
Projected benefit obligation:
Beginning of year $ 37,034 $ 35,376 $ 36,904
Plan amendments adopted during year 847 405 1,171
Service cost 197 179 137
Interest cost 1,773 1,982 1,869
Benefit payments ( 2,888 ) ( 2,818 ) ( 2,748 )
Change in unrecognized (gain) loss ( 375 ) 1,910 ( 1,957 )
Projected benefit obligation, end of year $ 36,588 $ 37,034 $ 35,376
Unamortized prior service cost:
Beginning of year $ 2,665 $ 3,442 $ 3,678
Plan amendments adopted during year 847 405 1,171
Amortization of prior service cost ( 1,102 ) ( 1,182 ) ( 1,407 )
Unamortized prior service cost, end of year $ 2,410 $ 2,665 $ 3,442
Accumulated unrecognized gain, October 31 $ 4,472 $ 4,378 $ 7,926
Accumulated benefit obligation, October 31 $ 36,588 $ 37,034 $ 35,376
Accrued benefit obligation, October 31 $ 36,588 $ 37,034 $ 35,376
The accrued benefit obligation is included in accrued expenses on our Consolidated Balance Sheets.
The table below provides, based upon the estimated retirement dates of the participants in the retirement plans, the amounts of benefits we would be required to pay in each of the next five fiscal years and for the five fiscal years ended October 31, 2035 in the aggregate (in thousands):
Year ending October 31, Amount
2026 $ 3,065
2027 $ 3,466
2028 $ 3,531
2029 $ 3,518
2030 $ 3,493
November 1, 2030 – October 31, 2035 $ 15,477
13. Commitments and Contingencies
Legal Proceedings
We are involved in various claims and litigation arising principally in the ordinary course of business. We believe that adequate provision for resolution of all current claims and pending litigation has been made and that the disposition of these matters will not have a material adverse effect on our results of operations and liquidity or on our financial condition.
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Land Purchase Contracts
Generally, our agreements to acquire land parcels do not require us to purchase those land parcels, although we, in some cases, forfeit any deposit balance outstanding if and when we terminate an agreement. If market conditions are weak, approvals needed to develop the land are uncertain, or other factors exist that make the purchase undesirable, we may choose not to acquire the land. Whether a purchase agreement is legally terminated or not, we review the amount recorded for the land parcel subject to the purchase agreement to determine whether the amount is recoverable. While we may not have formally terminated the purchase agreements for those land parcels that we do not expect to acquire, we write off any nonrefundable deposits and costs previously capitalized to such land parcels in the periods that we determine such costs are not recoverable.
Information regarding our land purchase contracts at October 31, 2025 and 2024, is provided in the table below (amounts in thousands):
2025 2024
Aggregate purchase price:
Unrelated parties $ 7,433,042 $ 6,073,847
Unconsolidated entities that the Company has investments in 111,295 26,783
Total $ 7,544,337 $ 6,100,630
Deposits against aggregate purchase price $ 744,500 $ 549,195
Additional cash required to acquire land 6,799,837 5,551,435
Total $ 7,544,337 $ 6,100,630
Amount of additional cash required to acquire land included in accrued expenses $ 749,974 $ 382,277
In addition, we expect to purchase approximately 8,800 additional home sites over a number of years from several joint ventures in which we have investments; the purchase prices of these home sites will be determined at a future date.
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. 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.
Investments in Unconsolidated Entities
At October 31, 2025, we had investments in a number of unconsolidated entities, were committed to invest or advance additional funds, and had guaranteed a portion of the indebtedness and/or loan commitments of these entities. See Note 3, “Investments in Unconsolidated Entities,” for more information regarding our commitments to these entities.
Surety Bonds and Letters of Credit
At October 31, 2025, we had outstanding surety bonds amounting to $ 770.1 million, primarily related to our obligations to governmental entities to construct improvements in our communities. We have an additional $ 366.7 million of surety bonds outstanding that guarantee other obligations. Although significant construction and development activities have been completed related to these improvements, the bonds are generally not released until all construction and development activities are completed and acceptance by the counterparty is received. The aggregate amount of surety bonds outstanding is in excess of the estimated cost of the remaining work to be performed. We do not believe that it is probable that any outstanding bonds will be drawn upon.
At 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. We do not believe that it is probable that any outstanding letters of credit will be drawn upon.
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.
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Backlog
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.
Mortgage Commitments
Our mortgage subsidiary provides mortgage financing for a portion of our home closings. For those home buyers to whom our mortgage subsidiary provides mortgages, we determine whether the home buyer qualifies for the mortgage based upon information provided by the home buyer and other sources. For those home buyers who qualify, our mortgage subsidiary provides the home buyer with a mortgage commitment that specifies the terms and conditions of a proposed mortgage loan based upon then-current market conditions. Prior to the actual closing of the home and funding of the mortgage, the home buyer will lock in an interest rate based upon the terms of the commitment. At the time of rate lock, our mortgage subsidiary agrees to sell the proposed mortgage loan to one of several outside recognized mortgage financing institutions (“investors”) that is willing to honor the terms and conditions, including interest rate, committed to the home buyer. We believe that these investors have adequate financial resources to honor their commitments to our mortgage subsidiary.
Mortgage loans are sold to investors with limited recourse provisions derived from industry-standard representations and warranties in the relevant agreements. These representations and warranties primarily involve the absence of misrepresentations by the borrower or other parties, the appropriate underwriting of the loan and in some cases, a required minimum number of payments to be made by the borrower. The Company generally does not retain any other continuing interest related to mortgage loans sold in the secondary market.
Information regarding our mortgage commitments at October 31, 2025 and 2024, is provided in the table below (amounts in thousands):
2025 2024
Aggregate mortgage loan commitments:
IRLCs $ 188,031 $ 168,829
Non-IRLCs 1,447,468 1,668,455
Total $ 1,635,499 $ 1,837,284
Investor commitments to purchase:
IRLCs $ 188,031 $ 168,829
Mortgage loans receivable 194,076 182,834
Total $ 382,107 $ 351,663
Lease Commitments
We lease certain facilities, equipment, and properties held for rental apartment operation or development under non-cancelable operating leases which, in the case of certain rental properties, have an initial term of 99 years. We recognize lease expense for these leases on a straight-line basis over the lease term. Right-of-use (“ROU”) assets and lease liabilities are recorded on the balance sheet for all leases with an expected term over one year . A majority of our facility lease agreements include rental payments based on a pro-rata share of the lessor’s operating costs which are variable in nature. Our lease agreements do not contain any residual value guarantees or material restrictive covenants.
ROU assets are classified within “Receivables, prepaid expenses, and other assets” and the corresponding lease liability is included in “Accrued expenses” in our Consolidated Balance Sheets. We elected the short-term lease recognition exemption for all leases that, at the commencement date, have a lease term of 12 months or less and do not include an option to purchase the underlying asset that we are reasonably certain to exercise. For such leases, we do not recognize ROU assets or lease liabilities and instead recognize lease payments in our Consolidated Statements of Operations and Comprehensive Income on a straight-line basis. At October 31, 2025, ROU assets and lease liabilities were $ 109.0 million and $ 128.3 million, respectively. At October 31, 2024, ROU assets and lease liabilities were $ 108.3 million and $ 128.6 million, 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. For the fiscal years ending October 31, 2025, 2024, and 2023, our total lease expense was $ 26.4 million, $ 24.3 million, and $ 27.1 million, respectively, inclusive of variable lease costs of approximately $ 4.2 million, $ 4.1 million, and $ 4.2 million, respectively. Short-term lease costs and sublease income was de minimis.
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Information regarding our remaining lease payments as of October 31, 2025 is provided in the table below (amounts in thousands):
Year ended October 31,
2026 $ 25,400
2027 22,000
2028 19,000
2029 16,800
2030 11,200
Thereafter 137,800
Total lease payments (1)
232,200
Less: Interest (2)
103,900
Present value of lease liabilities (3)
$ 128,300
(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 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.
We have a small number of land leases with initial terms of 99 years. We are not reasonably certain that, if given the option, we would extend these leases. We have therefore excluded the renewal terms from our ROU asset and lease liability for these leases. The weighted average remaining lease term and weighted average discount rate used in calculating these land lease liabilities were 92.4 years and 4.5 %, respectively, at October 31, 2025 and 93.4 years and 4.5 %, respectively, at October 31, 2024.
14. Other Income – Net
The table below provides the significant components of “Other income – net” for the years ended October 31, 2025, 2024, and 2023 (amounts in thousands):
2025 2024 2023
Interest income $ 29,479 $ 38,497 $ 35,133
Income from ancillary businesses 15,913 19,534 2,846
Management fee income earned by home building operations 3,829 4,297 4,462
Gain on litigation settlements – net — — 27,683
Other 2,482 6,968 ( 2,606 )
Total other income – net $ 51,703 $ 69,296 $ 67,518
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. The table below provides revenues and expenses for these ancillary businesses for the years ended October 31, 2025, 2024, and 2023 (amounts in thousands):
2025 2024 2023
Revenues $ 181,053 $ 165,615 $ 140,272
Expenses $ 165,140 $ 146,081 $ 137,426
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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.
15. Information on Segments
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; and
• 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; interest income; income from certain of our ancillary businesses, including our apartment rental development business and our high-rise urban luxury condominium operations; and income from our Rental Property Joint Ventures and Other Joint Ventures.
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):
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For the year ended October 31, 2025
North Mid-Atlantic South Mountain Pacific Total Corporate and other Total consolidated
Revenues:
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
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
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
Other:
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
Revenues:
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
Other:
(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”.
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For the year ended October 31, 2023
North Mid-Atlantic South Mountain Pacific Total Corporate and other Total consolidated
Revenues:
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
Other:
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):
2025 2024
North $ 1,566,554 $ 1,425,738
Mid-Atlantic 1,697,949 1,444,951
South 2,907,617 2,514,446
Mountain 2,948,416 2,950,806
Pacific 2,585,987 2,266,829
Total home building 11,706,523 10,602,770
Corporate and other 2,813,343 2,765,162
Total consolidated $ 14,519,866 $ 13,367,932
“Corporate and other” is comprised principally of cash and cash equivalents, restricted cash, investments in our Rental Property Joint Ventures, expected recoveries from insurance carriers and suppliers, manufacturing facilities, our apartment rental development operations, and our mortgage and title subsidiaries.
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Inventory for each of our segments, as of the dates indicated, is shown in the table below (amounts in thousands):
Land controlled for future communities Land owned for future communities Operating communities Total
Balances at October 31, 2025
North $ 45,707 $ 124,886 $ 1,223,239 $ 1,393,832
Mid-Atlantic 61,244 76,876 1,522,998 1,661,118
South 62,151 82,462 2,397,842 2,542,455
Mountain 16,973 93,413 2,642,887 2,753,273
Pacific 121,154 28,869 2,177,759 2,327,782
Total consolidated $ 307,229 $ 406,506 $ 9,964,725 $ 10,678,460
Balances at October 31, 2024
North $ 30,597 $ 38,920 $ 1,169,490 $ 1,239,007
Mid-Atlantic 51,400 50,762 1,297,021 1,399,183
South 43,571 89,145 2,100,079 2,232,795
Mountain 10,868 94,103 2,705,213 2,810,184
Pacific 63,730 80,100 1,887,926 2,031,756
Total consolidated $ 200,166 $ 353,030 $ 9,159,729 $ 9,712,925
The amounts we have provided for inventory impairment charges and the expensing of costs that we believed not to be recoverable for each of our segments, for the years ended October 31, 2025, 2024, and 2023, are shown in the table below (amounts in thousands):
2025 2024 2023
North $ 1,344 $ 1,098 $ 677
Mid-Atlantic 16,841 15,214 15,898
South 16,887 3,404 1,766
Mountain 15,612 26,032 5,662
Pacific 15,230 13,693 6,703
Total consolidated $ 65,914 $ 59,441 $ 30,706
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
North $ 900 $ — $ 15,560
Mid-Atlantic 12,100 600 10,300
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
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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,
2025 2024
North $ 14,769 $ 58,403
Mid-Atlantic 14,535 12,647
South 289,938 168,042
Mountain 102,147 74,909
Pacific 146,767 132,952
Total home building 568,156 446,953
Corporate and other 457,739 560,464
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.
16. Supplemental Disclosure to Consolidated Statements of Cash Flows
The following are supplemental disclosures to the Consolidated Statements of Cash Flows for each of the fiscal years ended October 31, 2025, 2024 and 2023 (amounts in thousands):
2025 2024 2023
Cash flow information:
Income tax paid - net $ 372,355 $ 550,077 $ 584,695
Noncash activity:
Cost of inventory acquired through seller financing, municipal bonds, or included in accrued expenses - net $ 453,918 $ 186,714 $ 359,042
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
$ 2,337 $ 9,049 $ 1,675
Transfer of other assets to investment in unconsolidated entities, net $ 10,026 $ — $ 47,780
Transfer of other assets to property, construction, and office equipment - net $ — $ 133,020 $ 47,280
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
Miscellaneous increases (decreases) to investments in unconsolidated entities $ 8,741 $ 7,468 $ ( 5,917 )
At October 31,
2025 2024 2023
Cash, cash equivalents, and restricted cash
Cash and cash equivalents $ 1,258,997 $ 1,303,039 $ 1,300,068
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
Statements of Cash Flows $ 1,338,938 $ 1,370,435 $ 1,344,341
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17. Summary Consolidated Quarterly Financial Data (Unaudited)
The table below provides summary income statement data for each quarter of fiscal 2025 and 2024 (amounts in thousands, except per share data):
Three Months Ended
October 31 July 31 April 30 January 31
Fiscal 2025:
Revenue:
Home sales $ 3,413,999 $ 2,880,975 $ 2,706,453 $ 1,840,776
Land sales and other $ 9,399 $ 64,142 $ 32,624 $ 18,355
Gross profit (loss):
Home sales $ 870,724 $ 738,207 $ 704,235 $ 459,296
Land sales and other $ ( 22,861 ) $ 3,184 $ 1,203 $ 249
Income before income taxes $ 592,987 $ 499,500 $ 477,503 $ 221,382
Net income $ 446,716 $ 369,621 $ 352,447 $ 177,703
Earnings per share (1)
Basic $ 4.62 $ 3.76 $ 3.53 $ 1.76
Diluted $ 4.58 $ 3.73 $ 3.50 $ 1.75
Weighted-average number of shares
Basic 96,758 98,434 99,890 100,830
Diluted 97,531 99,170 100,585 101,830
Fiscal 2024:
Revenue:
Home sales $ 3,260,004 $ 2,724,472 $ 2,647,020 $ 1,931,836
Land sales and other (2)
$ 73,458 $ 3,472 $ 190,466 $ 16,012
Gross profit (loss):
Home sales $ 846,324 $ 747,310 $ 683,737 $ 532,610
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
Net income $ 475,409 $ 374,611 $ 481,617 $ 239,558
Earnings per share (1)
Basic $ 4.67 $ 3.64 $ 4.60 $ 2.28
Diluted $ 4.63 $ 3.60 $ 4.55 $ 2.25
Weighted-average number of shares
Basic 101,716 102,980 104,794 105,122
Diluted 102,676 104,014 105,803 106,265
(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.
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