Toro details Tornado deal, adds 6M-share buyback

The Toro Company filed an amended current report to update how it classifies its disclosure about completing the acquisition of Tornado Infrastructure Equipment Ltd. and to describe a new stock repurchase program.

Rhea-AI Filing Summary

The Toro Company filed an amended current report to update how it classifies its disclosure about completing the acquisition of Tornado Infrastructure Equipment Ltd. and to describe a new stock repurchase program. Toro completed the purchase of all Tornado shares for CAD $1.92 per share, valuing Tornado at a fully diluted equity value of $279 million (CAD), funded with cash on hand, borrowings under Toro’s unsecured senior revolving credit facility, and additional financial arrangements. The filing also notes that Tornado, based in Calgary, manufactures vacuum trucks and industrial equipment for underground construction, power transmission and energy markets. In addition, Toro’s board authorized a new stock repurchase program for up to an additional 6,000,000 shares of common stock, with no expiration date, bringing total repurchase authorization to 10,391,790 shares as of December 9, 2025.

Positive

• Completion of CAD $279 million acquisition: Toro closed the purchase of all outstanding shares of Tornado Infrastructure Equipment Ltd. for a fully diluted equity value of $279 million (CAD), adding a Calgary-based manufacturer of vacuum trucks and industrial equipment for underground construction, power transmission and energy markets.
• Expanded share repurchase authorization: The board approved a new stock buyback program for up to an additional 6,000,000 shares, bringing total repurchase authorization to 10,391,790 shares of common stock as of December 9, 2025, with no expiration date.

Negative

• None.

Insights

Equity Analyst

Toro completes a CAD $279M acquisition and expands its share repurchase capacity.

The Toro Company confirms completion of its acquisition of Tornado Infrastructure Equipment Ltd. for a fully diluted equity value of $279 million (CAD) at CAD $1.92 per share. Tornado adds vacuum truck and industrial equipment offerings serving underground construction, power transmission and energy markets, which broadens Toro’s end-market exposure.

The transaction was funded with cash on hand, borrowings under Toro’s unsecured senior revolving credit facility, and additional financial arrangements, indicating a mix of internal and external financing. The amended report also clarifies that the acquisition is not considered a significant acquisition under Item 2.01, so additional financial statements are not required in this context.

Toro’s board authorization of a new stock repurchase program for up to 6,000,000 additional shares, for a total authorization of 10,391,790 shares as of December 9, 2025, signals ongoing capital return flexibility. The program has no expiration date and may be suspended, resumed or terminated by the board, so actual repurchase levels will depend on future board decisions and market conditions.

8-K Event Classification

4 items: 2.01, 7.01, 8.01, 9.01

4 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did The Toro Company (TTC) change in this amended 8-K/A filing?

The amended report changes how Toro classifies its disclosure about completing the Tornado Infrastructure acquisition. It corrects the item number from Item 2.01 to Item 8.01 and makes corresponding changes to Item 9.01, without altering the underlying transaction terms or completion status.

What are the key terms of The Toro Company (TTC) acquisition of Tornado Infrastructure?

Toro acquired all outstanding shares of Tornado Infrastructure Equipment Ltd. for CAD $1.92 per share. The deal reflects a fully diluted equity value of $279 million (CAD) and was funded using cash on hand, borrowings from Toro’s unsecured senior revolving credit facility, and additional financial arrangements.

What business does Tornado Infrastructure bring to The Toro Company (TTC)?

Tornado Infrastructure is based in Calgary, Alberta and manufactures vacuum trucks and industrial equipment solutions. Its products serve underground construction, power transmission and energy markets, giving Toro additional exposure to infrastructure-related customer segments and expanding its portfolio beyond existing offerings described in other company reports.

How is The Toro Company (TTC) funding the Tornado Infrastructure acquisition?

Toro is financing the acquisition with a combination of cash on hand, borrowings from its unsecured senior revolving credit facility, and additional financial arrangements. This blended approach leverages existing liquidity and credit capacity rather than relying solely on one funding source such as cash or new equity.

What is included in The Toro Company (TTC) new stock repurchase program?

Toro’s board authorized repurchases of up to an additional 6,000,000 shares of common stock in open-market or privately negotiated transactions. Combined with prior authorizations, Toro now has approval to repurchase 10,391,790 shares as of December 9, 2025, providing ongoing flexibility for returning capital.

Does The Toro Company (TTC) stock repurchase program have an expiration date?

The new stock repurchase program has no stated expiration date. Toro’s board of directors may suspend, resume or terminate the program at any time, allowing repurchase activity to be adjusted as market conditions, capital needs and strategic priorities evolve over time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 02/17/2026 - 02:27 PM Learn about SEC filing dates

0000737758false00007377582025-12-082025-12-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2025

THE TORO COMPANY

(Exact name of registrant as specified in its charter)

Delaware			1-8649			41-0580470
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
8111 Lyndale Avenue South Bloomington, Minnesota						55420
(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code: (952) 888-8801

Not Applicable

(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:

☐ 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 class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $1.00 per share			TTC			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

Explanatory Note

This Amendment No. 1 to The Toro Company (“TTC”) Current Report on Form 8-K (this “Form 8-K/A”) is being filed with the Securities and Exchange Commission (the “Commission”) to amend and supersede the Current Report on Form 8-K filed by TTC on December 9, 2025 (the “Prior Form 8-K”) relating to the announcement of the completion of TTC’s acquisition (the “Acquisition”) of all of the issued and outstanding securities of Tornado Infrastructure Equipment Ltd. (TSX-V: TGH), a corporation existing under the laws of the Province of Alberta (“Tornado”). Subsequent to the filing of the Prior Form 8-K, TTC concluded that the Acquisition was not a significant acquisition requiring disclosure under Item 2.01 of Form 8-K and, therefore, is filing this Form 8-K/A for the purpose of correcting the Item number under which the completion of the Acquisition is disclosed from Item 2.01 to Item 8.01 and making corresponding changes to Item 9.01.

Section 7—Regulation FD

Item 7.01 Regulation FD Disclosure.

On December 8, 2025, TTC announced the completion of the Acquisition described below. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Section 8 – Other Events

Item 8.01 Other Events.

Completion of Acquisition

On December 8, 2025, TTC completed its previously announced Acquisition. Based in Calgary, Alberta, Tornado is a publicly held manufacturer of vacuum trucks and industrial equipment solutions for the underground construction, power transmission and energy markets.

Pursuant to the terms of the Arrangement Agreement, dated October 6, 2025, Tornado Acquisition Company ULC, an unlimited liability corporation incorporated under the laws of Alberta (“Purchaser”), all common shares of Tornado were transferred to the Purchaser (free and clear of all liens), and Tornado became a wholly-owned subsidiary of the Purchaser. TTC purchased all outstanding shares of Tornado for CAD $1.92 per share for a total fully diluted equity value of $279 million (CAD), which was financed with cash on hand, borrowings from TTC’s unsecured senior revolving credit facility, and additional financial arrangements.

The Arrangement Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K that was filed by TTC with the Securities and Exchange Commission (the “SEC”) on October 8, 2025, and is incorporated herein by reference, and the foregoing description of the Arrangement Agreement are intended to provide information regarding the terms of the Arrangement Agreement and are not intended to modify or supplement any factual disclosures about TTC in its reports filed with the SEC. In particular, the Arrangement Agreement and related description are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to TTC, Tornado or the Purchaser. The representations and warranties have been negotiated with the principal purpose of not establishing matters of fact, but rather for purposes of allocating risk between each party. As is customary, the assertions embodied in the representations and warranties are qualified by schedules and other disclosures made by each party. The representations and warranties also may be subject to a contractual standard of materiality different from those generally applicable under the securities laws. Shareholders of TTC are not third-party beneficiaries under the Arrangement Agreement and should not rely on the representations, warranties, and covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of TTC, Tornado or the Purchaser.

Authorization of New Stock Repurchase Program

On December 9, 2025, TTC announced that its Board of Directors authorized a new stock repurchase program of up to an additional 6,000,000 shares of TTC’s common stock in open-market or in privately negotiated transactions. This new authorized stock repurchase program has no expiration date and may be suspended, resumed or terminated by TTC’s Board of Directors at any time. TTC now has a total share repurchase authorization of 10,391,790 shares of TTC’s common stock as of December 9, 2025.

A copy of the press release announcing the new stock repurchase program is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses or Funds Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

Exhibit No.			Description
99.1			Press Release dated December 8, 2025 issued by The Toro Company (filed as Exhibit 99.1 to The Toro Company’s Current Report on Form 8-K filed on December 9, 2025, (Commission File No. 1-8649).
99.2			Press Release dated December 9, 2025 issued by The Toro Company (filed as Exhibit 99.2 to The Toro Company’s Current Report on Form 8-K filed on December 9, 2025, Commission File No. 1-8649).
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

			THE TORO COMPANY
			(Registrant)
Date: February 17, 2026			/s/ Joanna M. Totsky
			Joanna M. Totsky
			Vice President, General Counsel and Corporate Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 18.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 10.7 KB