托尔兄弟美股招股说明书(2025-06-06版)

Toll Brothers Finance Corp. 5.600% Senior Notes due 2035Guaranteed on a Senior Basis byToll Brothers, Inc.and Certain of its Subsidiaries Toll Brothers Finance Corp., or “Toll Brothers Finance,” is offering $500,000,000aggregate principal amount of its 5.600% seniornotes due 2035 (the “notes”). Toll Brothers Finance will pay interest on the notes semi-annually in arrears on June 15 and December 15 of each year, beginningonDecember15, 2025. The notes will mature on June 15, 2035. Toll Brothers Finance may, at its option, redeem some or all of thenotes at any time at the redemption prices described in this prospectus supplement under the caption “Description of the Notes—Optional Redemption.” There is no sinking fund for the notes. We expect to use the net proceeds of this offering for general corporate purposes, which may include the refinancing of TollBrothers Finance’s 4.875% senior notes due 2025. We must offer to purchase the notes if we experience a change of control under certain circumstances. See “Description of theNotes—Change of Control Repurchase Event.” The notes will be unsecured and will rank equally with all of the existing and future unsecured and unsubordinated indebtednessof Toll Brothers Finance. The notes will be fully and unconditionally guaranteed by Toll Brothers Finance’s indirect parent company,Toll Brothers, Inc., and all of Toll Brothers, Inc.’s subsidiaries that are guarantors under our Revolving Credit Facility (as definedherein). Investing in the notes involves risks. You should carefully consider the risk factors beginning on pageS-10of thisprospectus supplement and the “Risk Factors” sections in our Annual Report on Form 10-K for the fiscal year ended October31, 2024, which are incorporated by reference into this prospectus supplement and the accompanying prospectus. Per NoteTotal (1)Plus accrued interest, if any, from June 10, 2025. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Delivery of the notes is expected to be made to investors through the book-entry delivery system of The Depository TrustCompany and its direct or indirect participants, including Clearstream Banking,société anonyme, and Euroclear Bank SA/NV, asoperator of the Euroclear System on or about June 10, 2025.Joint Book-Running Managers BMO Capital Markets Goldman Sachs & Co.LLC Wells Fargo Securities Lead Managers Regions Securities LLC The date of this prospectus supplement isJune 5, 2025. We are only responsible for the information incorporated by reference or provided in this prospectus supplement and the accompanyingprospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not, and theunderwriters have not, authorized anyone to provide you with different information. We are not, and the underwriters are not, making anoffer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in thisprospectus supplement or the accompanying prospectus, or any document incorporated by reference in this prospectus supplement or theaccompanying prospectus or in any related free writing prospectus, is accurate as of any date other than the date of the document containingsuch information. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTINDUSTRY AND MARKET DATAWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCEFORWARD-LOOKING STATEMENTSPRIIPs REGULATION / PROSPECTUS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORSSUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF THE NOTESMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESCERTAIN ERISA CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSOUR COMPANYWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCERISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF WARRANTSDESCRIPTION OF SENIOR DEBT SECURITIES AND GUARANTEESDESCRIPTION OF SUBORDINATED DEBT SECURITIES AND GUARANTEESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that we have filed with the Securities and Exchange Commission, orthe “SEC,” utilizing a “shelf” registration process. Under this process, we are offering to sell the notes using this prospectussupplement and the accompanying prospectus. This prospectus supplement describes the specific terms of this offering. Theaccompanying prospectus gives general information about our offerings of debt securities described in the accompanying prospectus.You should read this prospectus supplement and the accompanying prospectus, as well