0000794170false00007941702025-02-072025-02-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 7, 2025
Toll Brothers, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Delaware 001-09186 23-2416878
(State or Other Jurisdiction
of Incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
1140 Virginia DriveFort WashingtonPA19034
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (215) 938-8000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareTOLThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



ITEM 1.01. Entry into a Material Definitive Agreement
On February 7, 2025, Toll Brothers, Inc. (the “Registrant”) and its wholly owned subsidiary First Huntingdon Finance Corp. (the “Borrower”) extended the maturity date of the Borrower’s senior unsecured revolving credit agreement, dated as of February 14, 2023, among the Registrant, the Borrower, the lenders party thereto and Mizuho Bank, Ltd. as Administrative Agent (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”) from February 14, 2028 to February 7, 2030. In connection therewith, the total amount of revolving loans and commitments available under the Revolving Credit Agreement was increased from $1.955 billion to $2.35 billion pursuant to the existing terms of the Revolving Credit Agreement and through a series of commitment, termination and extension notices and acceptances between the Borrower, the Registrant and the existing and new lenders party thereto. Other than the extension of the maturity date and the increase in revolving loans and commitments, no other provisions of the Revolving Credit Agreement were modified.
In addition, on February 7, 2025, the Registrant and the Borrower extended the maturity date of all $650 million of outstanding loans under the Borrower’s existing $650 million senior unsecured term loan credit agreement, dated as of February 3, 2014 among the Registrant, the Borrower, the lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), from the several existing maturity dates to February 7, 2030. The maturity date extensions were made pursuant to the existing terms of the Term Loan Agreement and were accomplished through a series of commitment, termination and extension notices and acceptances between the Borrower, the Registrant and the existing lenders party thereto. Other than the maturity date extensions, no other provisions of the Term Loan Agreement were modified.
The Registrant and substantially all of its 100% owned home building subsidiaries are guarantors of the obligations under each of the Revolving Credit Agreement and the Term Loan Agreement.
ITEM 9.01. Financial Statements and Exhibits
(d). Exhibits
The following Exhibits are furnished as part of this Current Report on Form 8-K:
Exhibit
No.                            Item 







2

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed electronically herewith


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  TOLL BROTHERS, INC.
Dated:February 11, 2025 By: /s/ Michael J. Grubb
  Michael J. Grubb
Senior Vice President,
Chief Accounting Officer

3

Exhibit 10.1



January 7, 2025

EXTENSION REQUEST

Mizuho Bank, Ltd., as Administrative Agent
Harborside Financial Center
1800 Plaza Ten
Jersey City, NJ 07311

Attention: Bank Loan Syndications;
Email: [__]

Reference is made to (i) the Credit Agreement dated as of February 14, 2023 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among First Huntingdon Finance Corp. (the “Borrower”), Toll Brothers, Inc., the Lenders (as defined in the Credit Agreement), and Mizuho Bank, Ltd., as administrative agent for the Lenders (the “Administrative Agent”) and (ii) the form of Response to Extension Request delivered with this Extension Request. Terms defined in the Credit Agreement are used herein with the same meaning, and all references to Sections herein are references to Sections of the Credit Agreement.
Pursuant to Section 2.17, the Borrower hereby provides notice of its desire to extend the Revolving Credit Facility Termination Date from February 14, 2028 to February 7, 2030 (the “Revolving Credit Facility Extension”).
The Borrower hereby instructs the Administrative Agent to notify each of the Lenders of the receipt of this Extension Request by providing each such Lender with a copy of this Extension Request and the Response to Extension Request, and to further instruct each Lender to indicate its acceptance of this Extension Request by executing and delivering the Response to Extension Request to the Administrative Agent (via email: [__]) and Bank Loan Syndications ([__])) (each such Lender, a “Consenting Lender”) on or before January 28, 2025 (or such longer or shorter period as shall be agreed by the Borrower and the Administrative Agent).
By executing and delivering the Response to Extension Request to the Administrative Agent, each Consenting Lender shall have irrevocably agreed to the Revolving Credit Facility Extension. The Revolving Credit Facility Extension shall be effective on February 6, 2025, with respect to each Consenting Lender, if the Consenting Lenders as of such date constitute at least the Required Lenders (the “Revolving Credit Facility Extension Effective Date”).
As required by Section 2.17, the Borrower hereby confirms that as of the date of this Extension Request no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct


in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects), except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all material respects (except to the extent already qualified by materiality, in which case said representation and warranty was true and correct in all respects) on and as of such earlier date.
[Remainder of Page Intentionally Left Blank]




FIRST HUNTINGDON FINANCE CORP.

By: /s/ Gregg Ziegler
Name: Gregg Ziegler
Title: Senior Vice President and Treasurer




February [ ], 2025

RESPONSE TO EXTENSION REQUEST
Mizuho Bank, Ltd., as Administrative Agent
Harborside Financial Center
1800 Plaza Ten
Jersey City, NJ 07311
Attention: Bank Loan Syndications
[__]
Reference is made to (i) the Credit Agreement dated as of February 14, 2023 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among First Huntingdon Finance Corp. (the “Borrower”), Toll Brothers, Inc., the Lenders (as defined in the Credit Agreement), and Mizuho Bank, Ltd., as administrative agent for the Lenders (the “Administrative Agent”) and (ii) the Extension Request dated January 7, 2025. Terms defined in the Credit Agreement or in the Extension Request are used herein with the same meaning, as applicable, and all references to Sections herein are references to Sections of the Credit Agreement.
Pursuant to Section 2.17, the Lender named below hereby notifies the Administrative Agent as follows:
The Lender named below hereby agrees to extend the Revolving Credit Facility Termination Date with respect to all of its Revolving Credit Commitment from February 14, 2028 to February 7, 2030 (the “Revolving Credit Facility Extension”).
This Response to Extension Request is subject in all respect to the terms of the Credit Agreement, is irrevocable and the Revolving Credit Facility Extension shall be effective as of the Revolving Credit Facility Extension Effective Date. If the Revolving Credit Facility Extension Effective Date does not occur this Response to Extension Request shall be deemed to be terminated.
Very truly yours,

BMO BANK, N.A.     


By: /s/ Lisa Smith Boyer     
Name: Lisa Smith Boyer
Title: Director





[COPIES OF RESPONSES THAT ARE SUBSTANTIALLY IDENTICAL IN ALL MATERIAL RESPECTS WERE EXECUTED BY THE ENTITIES IDENTIFIED BELOW]

---------------------------------------------------------------------------------------------------------------------

Very truly yours,


THE BANK OF NEW YORK MELLON    



By /s/ Cody Mainc     
Name: Cody Mainc
Title: Director
---------------------------------------------------------------------------------------------------------------------

Very truly yours,


CIBC BANK USA     



By /s/ Gavin Henderson     
Name: Gavin Henderson
Title: MD
---------------------------------------------------------------------------------------------------------------------

Very truly yours,


CITIZENS BANK, N.A.    



By /s/ Paul Carlson     
Name: Paul Carlson
Title: Senior Vice President










---------------------------------------------------------------------------------------------------------------------
Very truly yours,


COMERICA BANK    



By /s/ Charles Weddell     
Name: Charles Weddell
Title: Senior Vice President

---------------------------------------------------------------------------------------------------------------------
Very truly yours,


FIFTH THIRD BANK     



By /s/ Madison Seiter     
Name: Madison Seiter
Title: Assistant Vice President

---------------------------------------------------------------------------------------------------------------------
Very truly yours,


FIRST-CITIZENS BANK & TRUST COMPANY



By /s/ Ted Dalton     
Name: Ted Dalton
Title: Managing Director









---------------------------------------------------------------------------------------------------------------------
Very truly yours,


FLAGSTAR BANK     



By /s/ Jason Yowell     
Name: Jason Yowell
Title: Vice President

---------------------------------------------------------------------------------------------------------------------
Very truly yours,


GOLDMAN SACHS BANK USA    


By /s/ Jonathan Dworkin     
Name: Jonathan Dworkin
Title: Authorized Signatory

---------------------------------------------------------------------------------------------------------------------
Very truly yours,


MIZUHO BANK, LTD.     



By /s/ Donna DeMagistris     
Name: Donna DeMagistris
Title: Managing Director

---------------------------------------------------------------------------------------------------------------------
Very truly yours,


PNC BANK, NATIONAL ASSOCIATION    


By /s/ J. Richard Litton     
Name: J. Richard Litton
Title: Senior Vice President



---------------------------------------------------------------------------------------------------------------------
Very truly yours,


REGIONS BANK     



By /s/ Daniel Blazei     
Name: Daniel Blazei
Title: Vice President

---------------------------------------------------------------------------------------------------------------------
Very truly yours,


TD BANK, N.A.     



By /s/ George Skoufis     
Name: Elena Bennett
Title: Vice President
---------------------------------------------------------------------------------------------------------------------

Very truly yours,


TRUIST BANK    



By /s/ Ryan Almond     
Name: Ryan Almond
Title: Director











---------------------------------------------------------------------------------------------------------------------
Very truly yours,


U.S. BANK NATIONAL ASSOCIATION    



By /s/ Leonard Olsavsky     
Name: Leonard Olsavsky
Title: Senior Vice President

---------------------------------------------------------------------------------------------------------------------
Very truly yours,


VALLEY NATIONAL BANK     



By /s/ Adam Fritzinger     
Name: Adam Fritzinger
Title: Vice President

---------------------------------------------------------------------------------------------------------------------
Very truly yours,

WELLS FARGO BANK, N.A.     



By /s/ Amanda Henley     
Name: Amanda Henley
Title: Executive Director
---------------------------------------------------------------------------------------------------------------------
Very truly yours,

ZIONS BANCORPORATION, N.A. dba California Bank & Trust    



By /s/ Kelsey Simcock     
Name: Kelsey Simcock
Title: 1st Vice President


Exhibit 10.2

January 7, 2025


EXTENSION REQUEST

Truist Bank,
as Administrative Agent
3333 Peachtree Road
Atlanta, GA 30326

Attention: Bank Loan Syndications

Reference is made to (i) the Credit Agreement dated as of February 3, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among First Huntingdon Finance Corp. (the “Borrower”), Toll Brothers, Inc., the Lenders (as defined in the Credit Agreement), and Truist Bank (as successor by merger to SunTrust Bank), as administrative agent for the Lenders (the “Administrative Agent”) and (ii) the form of Response to Extension Request delivered with this Extension Request. Terms defined in the Credit Agreement are used herein with the same meaning, and all references to Sections herein are references to Sections of the Credit Agreement.
Pursuant to Section 2.17, the Borrower hereby provides notice of its desire to extend the Term Loan Facility Maturity Date from February 14, 2028 (or, in the case of any Lender whose Term Loan Facility Maturity Date is currently earlier than February 14, 2028, such earlier date as applicable) to February 7, 2030 (the “Term Loan Facility Extension”).
The Borrower hereby instructs the Administrative Agent to notify each of the Lenders of the receipt of this Extension Request by providing each such Lender with a copy of this Extension Request and the Response to Extension Request, and to further instruct each Lender to indicate its acceptance of this Extension Request by executing and delivering the Response to Extension Request to the Administrative Agent (via email: [__]) (each such Lender, a “Consenting Lender”) on or before January 28, 2025 (or such longer or shorter period as shall be agreed by the Borrower and the Administrative Agent).
By executing and delivering the Response to Extension Request to the Administrative Agent, each Consenting Lender shall have irrevocably agreed to the Term Loan Facility Extension. The Term Loan Facility Extension shall be effective on February 6, 2025, with respect to each Consenting Lender, if the Consenting Lenders as of such date constitute at least the Required Lenders (the “Term Loan Facility Extension Effective Date”).
As required by Section 2.17, the Borrower hereby confirms that as of the date of this Extension Request no Default or Unmatured Default has occurred and is continuing and that all of the representations and warranties in Article VI of the Credit Agreement are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects), except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such


representation or warranty was true and correct in all material respects (except to the extent already qualified by materiality, in which case said representation and warranty was true and correct in all respects) on and as of such earlier date.

FIRST HUNTINGDON FINANCE CORP.


By: /s/ Gregg Ziegler
Name: Gregg Ziegler
Title: Senior Vice President and Treasurer


cc:    Ryan C. Almond
303 Peachtree Street NE, 24th Floor
Altanta, GA 30308



























[Signature Page to Extension Request]


February [ ], 2025
RESPONSE TO EXTENSION REQUEST
Truist Bank,
as Administrative Agent
3333 Peachtree Road
Atlanta, GA 30326
Attention: Bank Loan Syndications;
[__]

Reference is made to (i) the Credit Agreement dated as of February 3, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among First Huntingdon Finance Corp. (the “Borrower”), Toll Brothers, Inc., the Lenders (as defined in the Credit Agreement), and Truist Bank (as successor by merger to SunTrust Bank), as administrative agent for the Lenders (the “Administrative Agent”) and (ii) the Extension Request dated January 7, 2025. Terms defined in the Credit Agreement or in the Extension Request are used herein with the same meaning, as applicable, and all references to Sections herein are references to Sections of the Credit Agreement.
Pursuant to Section 2.17, the Lender named below hereby notifies the Administrative Agent as follows:
The Lender named below hereby agrees to extend the Term Loan Facility Maturity Date with respect to all of its Term Loans from February 14, 2028 (or, in the case of any Lender whose Term Loan Facility Maturity Date is currently earlier than February 14, 2028 because it did not consent to a prior request for an extension, such earlier date as applicable) to February 7, 2030 (the “Term Loan Facility Extension”).
This Response to Extension Request is subject in all respect to the terms of the Credit Agreement, is irrevocable and the Term Loan Facility Extension shall be effective as of the Term Loan Facility Extension Effective Date . If the Term Loan Facility Extension Effective Date does not occur this Response to Extension Request shall be deemed to be terminated.
Very truly yours,

THE BANK OF NEW YORK MELLON    


By /s/ Cody Mainc     
Name: Cody Mainc
Title: Director




[COPIES OF RESPONSES THAT ARE SUBSTANTIALLY IDENTICAL IN ALL MATERIAL RESPECTS WERE EXECUTED BY THE ENTITIES IDENTIFIED BELOW]
---------------------------------------------------------------------------------------------------------------------

Very truly yours,


CAPITAL ONE, NATIONAL ASSOCIATION     



By /s/ Jessica W. Phillips     
Name: Jessica W. Phillips
Title: Authorized Signatory

---------------------------------------------------------------------------------------------------------------------

Very truly yours,


COMERICA BANK     



By /s/ Charles Weddell     
Name: Charles Weddell
Title: Senior Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,


FIFTH THIRD BANK     



By /s/ Madison Seiter     
Name: Madison Seiter
Title: Assistant Vice President








---------------------------------------------------------------------------------------------------------------------
Very truly yours,


PNC BANK, NATIONAL ASSOCIATION    


By /s/ J. Richard Litton     
Name: J. Richard Litton
Title: Senior Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,


TD BANK, N.A.     



By /s/ George Skoufis     
Name: George Skoufis
Title: Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,


TEXAS CAPITAL BANK     



By /s/ Lauren Alvarez     
Name: Lauren Alvarez
Title: Vice President














---------------------------------------------------------------------------------------------------------------------

Very truly yours,


TRUIST BANK    



By /s/ Ryan Almond     
Name: Ryan Almond
Title: Director

---------------------------------------------------------------------------------------------------------------------

Very truly yours,


U.S. BANK NATIONAL ASSOCIATION    



By /s/ Leonard Olsavky     
Name: Leonard Olsavsky
Title: Senior Vice President

---------------------------------------------------------------------------------------------------------------------

Very truly yours,


WELLS FARGO BANK, N.A.     



By /s/ Amanda Henley     
Name: Amanda Henley
Title: Executive Director







        Execution Version
Exhibit 10.3
COMMITMENT AND ACCEPTANCE
This Commitment and Acceptance (this “Commitment and Acceptance”) dated as of February 7, 2025 entered into among the parties listed on the signature pages hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below).
PRELIMINARY STATEMENTS
Reference is made to that certain Credit Agreement dated as of February 14, 2023 by and among First Huntingdon Finance Corp., Toll Brothers, Inc., Mizuho Bank, Ltd., as Administrative Agent, and the Lenders that are parties thereto (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
Pursuant to Section 2.18 of the Credit Agreement, the Borrower has requested an increase in the Aggregate Revolving Credit Commitment to $2,350,000,000.00. Such increase in the Aggregate Revolving Credit Commitment is to become effective on February 6, 2025 (the “Increase Date”). In connection with such requested increase in the Aggregate Revolving Credit Commitment, the Borrower, the Administrative Agent, Banco Bilbao Vizcaya Argentaria, S.A. New York Branch (“BBVA”), Texas Capital Bank (“TCB”), and Capital One, National Association (“Capital One” and, together with BBVA and TCB, each, a “New Accepting Lender”), Mizuho Bank, Ltd. (“Mizuho”), Goldman Sachs Bank USA (“GS”), PNC Bank, National Association (“PNC”), Truist Bank (“Truist”), Wells Fargo Bank, National Association (“Wells Fargo”), Bank of America, N.A. (“BofA”), U.S. Bank National Association (“USB”), BMO Bank N.A. (“BMO”), Citizens Bank, N.A. (“Citizens”), Regions Bank (“Regions”), and Valley National Bank (“Valley National” and, together with Mizuho, GS, PNC, Truist, Wells Fargo, BofA, USB, BMO, Citizens and Regions, each, an “Existing Accepting Lender”; each Existing Accepting Lender, together with each New Accepting Lender, collectively, the “Accepting Lenders”) hereby agree as follows:
1.THE ACCEPTING LENDERS’ REVOLVING CREDIT COMMITMENT. Effective as of the Increase Date, (A) each New Accepting Lender shall become a party to the Credit Agreement as a Lender, shall have (subject to the provisions of Section 2.18 of the Credit Agreement) all of the rights and obligations of a Lender thereunder, agrees to be bound by the terms and provisions thereof and shall thereupon have a Revolving Credit Commitment under and for purposes of the Credit Agreement in an amount set forth opposite such New Accepting Lender’s name on Schedule A attached hereto and (B) the Revolving Credit Commitment of each Existing Accepting Lender under the Credit Agreement shall be increased to the amount set forth opposite such Existing Accepting Lender’s name on Schedule A attached hereto.
2.REPRESENTATIONS AND AGREEMENTS OF EACH NEW ACCEPTING LENDER. Each New Accepting Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Commitment and Acceptance and to consummate the transactions contemplated hereby and to become a Revolving Credit Lender under the Credit Agreement, (ii) it is a Qualified Bank, (iii) from and after the Increase Date, it shall be bound by the provisions of the Credit Agreement as a Revolving Credit Lender thereunder and, to the extent of its Revolving Credit Commitment, shall have the obligations of a Revolving Credit Lender thereunder, (iv) it has received a copy of the

Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment and Acceptance on the basis of which it is solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with the Credit Agreement and the other Loan Documents and has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender or any of their respective Related Parties based on such documents and information, as it has deemed appropriate, and (v) if it is a Non-U.S. Lender, attached to this Commitment and Acceptance is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such New Accepting Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, or any other Lender or any of their respective Related Parties, continue to be solely responsible for making its own appraisal and investigation of all risks arising under or in connection with, and its own credit analysis and decision to take or not take action under, the Credit Agreement and the other Loan Documents based on such documents and information as it shall from time to time deem appropriate, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Revolving Credit Lender. For the avoidance of doubt, and subject in all respects to the terms of the Credit Agreement, each New Accepting Lender hereby agrees that the Revolving Credit Facility Termination Date with respect to all of its Revolving Credit Commitment is February 7, 2030.
3.REPRESENTATIONS OF BORROWER. The Borrower hereby represents and warrants that, as of the date hereof and as of the Increase Date, (a) after giving effect to the Facility Increase, the Aggregate Revolving Credit Commitment will not exceed the Aggregate Revolving Credit Facility Limit, (b) no Unmatured Default or Default exists or will exist after giving effect to the Facility Increase and (c) all financial covenants set forth in Section 7.28 of the Credit Agreement will be satisfied on a pro forma basis for the most recent determination period, after giving effect to such Facility Increase as if it occurred on the last day of such determination period (and assuming such Facility Increase is fully borrowed).
4.GOVERNING LAW. This Commitment and Acceptance shall be governed by the internal law, and not the law of conflicts, of the State of New York.
[remainder of page intentionally left blank]
2
LEGAL_US_E # 184850486.6


IN WITNESS WHEREOF, the parties hereto have executed this Commitment and Acceptance by their duly authorized officers as of the date first above written.
FIRST HUNTINGDON FINANCE CORP.
By:    /s/ Gregg L. Ziegler     
Name: Gregg L. Ziegler
Title: Senior Vice President & Treasurer
TOLL BROTHERS, INC.
By:    /s/ Gregg L. Ziegler    
Name: Gregg L. Ziegler
Title: Senior Vice President & Treasurer



























[Signature Page to Commitment and Acceptance – Toll Brothers (February 2025)]


MIZUHO BANK, LTD., as Administrative Agent
By:    /s/ Donna DeMagistris    
Name: Donna DeMagistris
Title: Managing Director


BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as an Accepting Lender
By:    /s/ Cara Younger    
Name: Cara Younger
Title: Managing Director
By:    /s/ Armen Semizian    
Name: Armen Semizian
Title: Managing Director




TEXAS CAPITAL BANK, as an Accepting Lender
By:    /s/ Lauren Alvarez    
Name: Lauren Alvarez
Title: Vice President







MIZUHO BANK, LTD., as an Accepting Lender
By:    /s/ Donna DeMagistris    
Name: Donna DeMagistris
Title: Managing Director


    



GOLDMAN SACHS BANK USA, as an Accepting Lender
By:    /s/ Jonathan Dworkin    
Name: Jonathan Dworkin
Title: Authorized Signatory




PNC BANK, NATIONAL ASSOCIATION, as an Accepting Lender
By:    /s/ J. Richard Litton    
Name: J. Richard Litton
Title: Senior Vice President




TRUIST BANK, as an Accepting Lender
By:    /s/ Ryan Almond    
Name: Ryan Almond
Title: Director




WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Accepting Lender
By:    /s/ Amanda Henley    
Name: Amanda Henley
Title: Executive Director




BANK OF AMERICA, N.A., as an Accepting Lender
By:    /s/ Thomas W. Nowak    
Name: Thomas W. Nowak
Title: Senior Vice President




U.S. BANK NATIONAL ASSOCIATION, as an Accepting Lender
By:    /s/ Leonard Olsavsky    
Name: Leonard Olsavsky
Title: Senior Vice President




BMO BANK N.A., as an Accepting Lender
By:    /s/ Clifford L. Rooke    
Name: Clifford L. Rooke
Title: Managing Director




CITIZENS BANK, N.A., as an Accepting Lender
By:    /s/ Cherie L. Laurent    
Name: Cherie L. Laurent
Title: Senior Vice President




REGIONS BANK, as an Accepting Lender
By:    /s/ Daniel Blazei    
Name: Daniel Blazei
Title: Vice President




VALLEY NATIONAL BANK, as an Accepting Lender
By:    /s/ Adam Fritzinger    
Name: Adam Fritzinger
Title: Vice President





CAPITAL ONE, NATIONAL ASSOCIATION, as an Accepting Lender
By:    /s/ Jessica W. Phillips     
Name: Jessica W. Phillips
Title: Authorized Signatory


Schedule A
Accepting Lenders

Lender NameRevolving Credit Commitment
Mizuho Bank, Ltd.$175,000,000.00
Goldman Sachs Bank USA $175,000,000.00
PNC Bank, National Association$175,000,000.00
Truist Bank$175,000,000.00
Wells Fargo Bank, National Association$175,000,000.00
Bank of America, N.A.$175,000,000.00
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch$175,000,000.00
U.S. Bank National Association$175,000,000.00
BMO Bank N.A. $175,000,000.00
Citizens Bank, N.A.$125,000,000.00
Regions Bank$100,000,000.00
Valley National Bank $75,000,000.00
Capital One, National Association$55,000,000.00
Texas Capital Bank$30,000,000.00


LEGAL_US_E # 184850486.6

Execution Version
Exhibit 10.4
COMMITMENT AND ACCEPTANCE
This Commitment and Acceptance (this “Commitment and Acceptance”) dated as of February 7, 2025 entered into among the parties listed on the signature pages hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below).
PRELIMINARY STATEMENTS
Reference is made to that certain Credit Agreement dated as of February 3, 2014 by and among First Huntingdon Finance Corp., Toll Brothers, Inc., Truist Bank, as Administrative Agent, and the Lenders that are parties thereto (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
Pursuant to Section 2.18 of the Credit Agreement, the Borrower has requested an Additional Term Loan. Such Additional Term Loan shall be made on February 7, 2025 (the “Additional Term Loan Effective Date”). In connection with such Additional Term Loan, the Borrower, the Administrative Agent and Truist Bank (the “Accepting Lender”) hereby agree as follows:
1.THE ACCEPTING LENDER’S ADDITIONAL TERM LOAN COMMITMENT. Effective as of the Additional Term Loan Effective Date, the Accepting Lender shall make an Additional Term Loan to the Borrower in an original principal amount equal to $121,875,000.00. Amounts borrowed under this Section 1 and repaid or prepaid may not be reborrowed.
2.REPRESENTATIONS OF BORROWER. The Borrower hereby represents and warrants that, as of the date hereof and as of the Additional Term Loan Effective Date, (a) after giving effect to the borrowing of Additional Term Loans on the Additional Term Loan Effective Date, the Current Term Advance Amount will not exceed the Term Loan Facility Limit, (b) no Unmatured Default or Default exists or will exist after giving effect to the incurrence of Additional Term Loans on the Additional Term Loan Effective Date, and (c) all financial covenants set forth in Section 7.28 of the Credit Agreement will be satisfied on a pro forma basis for the most recent determination period, after giving effect to the borrowing of Additional Term Loans and any prepayment of the Term Loans of any Term Declining Lender, in each case, on the Additional Term Loan Effective Date as if it occurred on the last day of such determination period.
3.ADMINISTRATIVE AGENT’S FEE. On or before the Additional Term Loan Effective Date, the Accepting Lender shall pay to the Administrative Agent an administrative fee in the amount of $3,500.00 (unless otherwise agreed by the Administrative Agent).
4.GOVERNING LAW. This Commitment and Acceptance shall be governed by the internal law, and not the law of conflicts, of the State of New York.
[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed this Commitment and Acceptance by their duly authorized officers as of the date first above written.
FIRST HUNTINGDON FINANCE CORP.
By:    /s/ Gregg L. Ziegler    
Name: Gregg L. Ziegler
Title: Senior Vice President & Treasurer
TOLL BROTHERS, INC.
By:    /s/ Gregg L. Ziegler    
Name: Gregg L. Zieglar
Title: Senior Vice President & Treasurer
TRUIST BANK., as Administrative Agent and Accepting Lender
By:    /s/ Connor Herman     
Name: Connor Herman
Title: Vice President














[SIGNATURE PAGE TO COMMITMENT AND ACCEPTANCE]


Execution Version
Exhibit 10.5
NOTICE OF TERMINATION OF COMMITMENT
OF REVOLVING CREDIT DECLINING LENDERS
Reference is hereby made to the Credit Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of February 14, 2023, among First Huntingdon Finance Corp. (the “Borrower”), Toll Brothers, Inc., the Lenders from time to time parties thereto and Mizuho Bank, Ltd. in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as herein defined.
Pursuant to Section 2.17 of the Credit Agreement, the Borrower has requested an extension (the “Revolving Credit Facility Extension”) of the Revolving Credit Facility Termination Date to February 7, 2030. Each of the Lenders listed on the signature pages hereto as a Revolving Credit Declining Lender (each a “Revolving Credit Declining Lender” and, collectively, the “Revolving Credit Declining Lenders”) has notified the Administrative Agent and the Borrower that it has declined to extend the Revolving Credit Facility Termination Date with respect to its Revolving Credit Commitment.
Pursuant to Section 2.21 of the Credit Agreement, the Borrower herby notifies the Administrative Agent and each of the Revolving Credit Declining Lenders that, upon and subject to the occurrence on the date hereof of the Revolving Credit Facility Extension, the Borrower is terminating the Revolving Credit Commitment of each Revolving Credit Declining Lender effective on and as of such date (such date, the “Declining Lender Termination Date”). As provided in Section 2.21 of the Credit Agreement, on the Declining Lender Termination Date, the Borrower shall pay to the Administrative Agent, for the account of the applicable Revolving Credit Declining Lender, in immediately available funds, all Loans and other sums payable to such Revolving Credit Declining Lender under the Revolving Credit Facility (for each such Revolving Credit Declining Lender, its “Payoff Amount”); provided that, by signing below, each Revolving Credit Declining Lender hereby waives any claim under Section 3.4 of the Credit Agreement by reason of such payment or any other claim for “breakage” or similar amounts; provided further that, as provided in Section 2.21 of the Credit Agreement, each Revolving Credit Declining Lender shall continue to be entitled to the benefits of Sections 3.1, 3.2, 3.5 and 10.6(b) of the Credit Agreement to the extent such Revolving Credit Declining Lender’s entitlement to such benefit arose out of its position as a Lender under the Revolving Credit Facility prior to the termination of its Revolving Credit Commitment on the Declining Lender Termination Date.
Each Revolving Credit Declining Lender that is an Issuing Bank (other than Texas Capital Bank and Capital One, National Association) acknowledges and agrees that arrangements acceptable to it have been made between the Borrower and such Revolving Credit Declining Lender regarding any collateral for any Letters of Credit issued by it under the Credit Agreement. As a result, subject to the occurrence of the Revolving Credit Facility Extension, effective on and as of the Declining Lender Termination Date, all Letters of Credit issued (or deemed issued) by such Revolving Credit Declining Lender (other than Texas Capital Bank and


Capital One, National Association) under the Credit Agreement shall, upon the payment in immediately available funds to such Revolving Credit Declining Lender of the Payoff Amount for such Revolving Credit Declining Lender, cease to be Facility Letters of Credit under the Credit Agreement. In furtherance thereof, each Revolving Credit Declining Lender (other than Texas Capital Bank and Capital One, National Association) waives any rights under Sections 3.4, 4.6 or 4.9 of the Credit Agreement.
Notwithstanding anything to the contrary herein, Texas Capital Bank and Capital One, National Association (but not either of the other Revolving Credit Declining Lenders), acknowledge that on the date hereof, each are entering into a Commitment and Acceptance pursuant to which Texas Capital Bank and Capital One, National Association shall be a “New Accepting Lender” (as defined therein) with a Revolving Credit Commitment of $30,000,000 and $55,000,000, respectively. Nothing herein shall affect Texas Capital Bank’s or Capital One, National Association’s rights and obligations as a New Accepting Lender thereunder.
This Notice of Termination of Commitment of Revolving Credit Declining Lenders (this “Notice”) may not be amended or any provision hereof waived or modified except in a writing signed by each of the parties hereto.
THIS NOTICE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
This Notice may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Notice by facsimile transmission, e-mail or other electronic transmission (e.g., a “pdf,” “tiff” or “Docusign”) shall be effective as delivery of a manually executed counterpart hereof. For purposes hereof, the words “execution,” “execute,” “executed,” “signed,” “signature” and words of like import shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formulations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transaction Act.
February 7, 2025
    2

Very truly yours,

FIRST HUNTINGDON FINANCE CORP
By: /s/ Gregg L. Ziegler    
Name: Gregg L. Ziegler
Title: Senior Vice President & Treasurer

TOLL BROTHERS, INC.
By: /s/ Gregg L. Ziegler    
Name: Gregg L. Ziegler
Title: Senior Vice President & Treasurer





























[Signature Page to Notice of Termination of Commitment of Revolving Credit Declining Lenders]




AGREED AND ACCEPTED:

ADMINISTRATIVE AGENT:

MIZUHO BANK LTD, as Administrative Agent
By: /s/ Donna DeMagistris    
Name: Donna DeMagistris
Title: Managing Director


REVOLVING CREDIT DECLINING LENDERS:

TEXAS CAPITAL BANK
By: /s/ Lauren Alvarez    
Name: Lauren Alvarez
Title: Vice President

CITIBANK, N.A.
By: /s/ Michael Vondriska     
Name: Michael Vondriska
Title: Vice President

THE BANK OF EAST ASIA, LIMITED
By: /s/ Chong Tang    
Name: Chong Tang
Title: Deputy GM

By: /s/ James Hua     
Name: James Hua
Title: Deputy GM
CAPITAL ONE, NATIONAL ASSOCIATION
By: /s/ Jessica W. Phillips                        
 Name: Jessica W. Phillips
      Title: Authorized Signatory


[Signature Page to Notice of Termination of Commitment of Revolving Credit Declining Lenders]


Execution Version
Exhibit 10.6
NOTICE OF TERMINATION OF TERM LOANS
OF TERM DECLINING LENDERS
Reference is hereby made to the Credit Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of February 3, 2014, among First Huntingdon Finance Corp. (the “Borrower”), Toll Brothers, Inc., the Lenders from time to time parties thereto and Truist Bank in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as herein defined.
Pursuant to Section 2.17 of the Credit Agreement, the Borrower has requested an extension (the “Term Loan Facility Extension”) of the Term Loan Facility Maturity Date to February 7, 2030. Each of the Lenders listed on the signature pages hereto as a Term Declining Lender (each a “Term Declining Lender” and, collectively, the “Term Declining Lenders”) has notified the Administrative Agent and the Borrower that it has declined to extend the Term Loan Facility Maturity Date.
Pursuant to Section 2.21 of the Credit Agreement, the Borrower herby notifies the Administrative Agent and each of the Term Declining Lenders that, upon and subject to the occurrence on the date hereof of the Term Loan Facility Extension, the Borrower is prepaying the Term Loans of each Term Declining Lender effective on and as of such date (such date, the “Declining Lender Payoff Date”). As provided in Section 2.21 of the Credit Agreement, on the Declining Lender Payoff Date, the Borrower shall pay to the Administrative Agent, for the account of the applicable Term Declining Lender, in immediately available funds, all Loans and other sums payable to such Term Declining Lender under the Term Loan Facility (for each such Term Declining Lender, its “Payoff Amount”); provided that, by signing below, each Term Declining Lender hereby waives any claim under Section 3.4 of the Credit Agreement by reason of such payment or any other claim for “breakage” or similar amounts; provided further that, as provided in Section 2.21 of the Credit Agreement, each Term Declining Lender shall continue to be entitled to the benefits of Sections 3.1, 3.2, 3.5 and 10.6(b) of the Credit Agreement to the extent such Term Declining Lender’s entitlement to such benefit arose out of its position as a Lender under the Term Loan Facility prior to the prepayment of its Term Loans on the Declining Lender Payoff Date.
This Notice of Termination of Term Loans of Term Declining Lenders (this “Notice”) may not be amended or any provision hereof waived or modified except in a writing signed by each of the parties hereto.
THIS NOTICE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
This Notice may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Notice by facsimile transmission, e-mail or other


electronic transmission (e.g., a “pdf,” “tiff” or “Docusign”) shall be effective as delivery of a manually executed counterpart hereof. For purposes hereof, the words “execution,” “execute,” “executed,” “signed,” “signature” and words of like import shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formulations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transaction Act.
February 7, 2025
DMFIRM #415212446 v3    2

Very truly yours,

FIRST HUNTINGDON FINANCE CORP
By: /s/ Gregg L. Ziegler     
Name: Gregg L. Ziegler
Title: Senior Vice President & Treasurer

TOLL BROTHERS, INC.
By: /s/ Gregg L. Ziegler    
Name: Gregg L. Ziegler
Title: Senior Vice President & Treasurer






























[Signature Page to Notice of Termination of Term Loans of Term Declining Lenders]




AGREED AND ACCEPTED:

ADMINISTRATIVE AGENT:

TRUIST BANK, as Administrative Agent
By: /s/ Connor Herman    
Name: Connor Herman
Title: Vice President


TERM DECLINING LENDERS:

SUMITOMO MITSUI BANKING CORPORATION
By: /s/ Mary Harold    
Name: Mary Harold
Title: Managing Director

M&T BANK
By: /s/ Cameron Daboll    
Name: Cameron Daboll
Title: SVP















[Signature Page to Notice of Termination of Term Loans of Term Declining Lenders]


v3.25.0.1
Document Type Document
Feb. 07, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 07, 2025
Entity Registrant Name Toll Brothers, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-09186
Entity Tax Identification Number 23-2416878
Entity Address, Address Line One 1140 Virginia Drive
Entity Address, City or Town Fort Washington
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19034
City Area Code 215
Local Phone Number 938-8000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.01 per share
Trading Symbol TOL
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000794170
Amendment Flag false
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