Toro Company (NYSE: TTC) sells $200M 5.27% senior notes to refinance debt

Rhea-AI Filing Summary

The Toro Company entered into a note purchase agreement and issued $200 million of 5.27% Senior Notes due September 30, 2032 in a private placement. The company plans to use the proceeds primarily to fully repay the entire $200 million outstanding under its April 27, 2022 term loan credit agreement, with the remainder available for general corporate purposes.

The new notes are senior, unsecured obligations with interest payable semiannually on March 30 and September 30, beginning March 30, 2026. Toro can prepay the notes at 100% of principal plus a make-whole premium and accrued interest, and during the 90 days before maturity may prepay without a make-whole premium. If certain change of control events occur, holders can require Toro to repurchase their notes at 100% of principal plus accrued interest.

The note purchase agreement includes customary covenants, such as limits on affiliate transactions, mergers, asset sales, liens and subsidiary debt, along with a maximum leverage ratio and a most favored lender covenant tied to other material credit facilities. It also provides for standard events of default. The notes were issued under Section 4(a)(2) of the Securities Act and are not registered, so they may only be offered or sold under applicable exemptions.

Insights

Corporate credit analyst

Toro refinances $200M term debt with long-dated 5.27% senior notes.

The Toro Company issued $200 million of 5.27% Senior Notes due September 30, 2032 and plans to use the proceeds to fully repay its existing $200 million term loan from April 27, 2022. This shifts the company’s funding from a term loan structure to fixed-rate senior notes with a clearly defined maturity profile.

The new notes are senior, unsecured obligations with semiannual interest payments starting on March 30, 2026, and include covenants such as a maximum leverage ratio and a most favored lender provision that links to interest coverage or fixed charge covenants in other material facilities. These terms aim to maintain balance sheet discipline while aligning creditor protections across Toro’s capital structure.

Prepayment features allow Toro to retire the notes early at par plus a make-whole premium, with an option to prepay at par without a make-whole during the last 90 days before maturity. A change of control put at 100% of principal plus accrued interest gives noteholders additional protection. Overall, this appears to be a refinancing and liability-management action rather than a change in funding size, so its impact depends mainly on comparative pricing and terms versus the prior term loan.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 30, 2025

THE TORO COMPANY

(Exact name of registrant as specified in its charter)

DE			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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On September 30, 2025, The Toro Company (“TTC”) entered into a note purchase agreement (the “2025 Note Purchase Agreement”) with the purchasers named therein to which TTC agreed to issue and sell, and the purchasers agreed to purchase, an aggregate principal amount of $200 million of TTC’s 5.27% Senior Notes due September 30, 2032 (the “2025 Notes”). On that same date, TTC issued the 2025 Notes to the purchasers named in the 2025 Note Purchase Agreement pursuant thereto. TTC intends to use the proceeds from the 2025 Notes to fully repay the entire $200 million in indebtedness outstanding under TTC’s Term Loan Credit Agreement, dated as of April 27, 2022, by and among TTC, Bank of America, N.A., as Administrator Agent, Wells Fargo Bank, National Association and U.S. Bank National Association, as Co-Syndication Agents and the Other Lenders Party Thereto, and for general corporate purposes.

The 2025 Note Purchase Agreement contains customary representations and warranties of TTC, as well as certain covenants, including limitations on transactions with affiliates, mergers, consolidations and asset sales and the incurrence of liens and subsidiary indebtedness. The 2025 Note Purchase Agreement also contains (i) a maximum leverage ratio covenant, and (ii) a most favored lender covenant, which effectively incorporates any interest coverage or fixed charge covenant from any material credit facility of TTC or its subsidiaries.

The 2025 Note Purchase Agreement also contains customary events of default (subject in certain cases to specified cure periods), including, but not limited to, non-payment, breach of covenants, representations and warranties, cross defaults, bankruptcy or other insolvency events, judgments and ERISA events.

The 2025 Notes are senior, unsecured obligations of TTC and will mature on September 30, 2032. Interest on the 2025 Notes is payable semiannually on the 30th day of March and September in each year, beginning on March 30, 2026.

TTC has the right to prepay all or a portion of the 2025 Notes upon notice to the holders for 100% of the principal amount so prepaid plus a make-whole premium, as set forth in the 2025 Note Purchase Agreement, plus accrued and unpaid interest, if any, to the date of prepayment. In addition, at any time during the 90-day period ending on the maturity date of the 2025 Notes, TTC will have the right to prepay all of the 2025 Notes without any make-whole premium. Upon the occurrence of certain change of control events, holders of the 2025 Notes will have the right to require that TTC purchase such holder’s 2025 Notes in cash at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase.

TTC issued the 2025 Notes to the purchasers named in the 2025 Note Purchase Agreement and pursuant thereto on September 30, 2025 in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The 2025 Notes were not registered under the Securities Act or any state securities laws and may not be offered or sold absent registration under the Securities Act, or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

The foregoing description of the 2025 Note Purchase Agreement and the 2025 Notes is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2025 Note Purchase Agreement and the form of 2025 Note, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information described above under “Section 1 – Registrant’s Business and Operations – Item 1.01 Entry into a Material Definitive Agreement” is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.			Description
10.1			Note Purchase Agreement, dated as of September 30, 2025, by and among The Toro Company and the Purchasers Listed on the Purchaser Schedule Thereto (filed herewith).
10.2			Form of 5.27% Senior Note due September 20, 2032 (filed herewith).
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)
*			Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
			Regulation S-K. TTC agrees to furnish supplementally a copy of any omitted attachment
			to the Securities and Exchange Commission on a confidential basis upon request.

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: September 30, 2025			/s/ Joanna M. Totsky
			Joanna M. Totsky
			Vice President, General Counsel and Corporate Secretary

FAQ

What did The Toro Company (TTC) disclose in this 8-K filing?

The Toro Company disclosed that it entered into a note purchase agreement and issued $200 million of 5.27% Senior Notes due September 30, 2032 in a private placement.

How will The Toro Company (TTC) use the $200 million from the 5.27% Senior Notes?

The Toro Company intends to use the $200 million in proceeds primarily to fully repay the entire $200 million in indebtedness outstanding under its April 27, 2022 term loan credit agreement and for general corporate purposes.

What are the key terms of Toro’s 5.27% Senior Notes due 2032?

The notes are senior, unsecured obligations maturing on September 30, 2032, bearing interest at 5.27% with payments due semiannually on March 30 and September 30, starting March 30, 2026. Toro may prepay them at 100% of principal plus a make-whole premium and accrued interest, with no make-whole premium required for prepayments during the final 90 days before maturity.

What financial covenants are included in The Toro Company’s 2025 Note Purchase Agreement?

The 2025 Note Purchase Agreement includes customary covenants, such as limits on transactions with affiliates, mergers, consolidations, asset sales, liens and subsidiary indebtedness, along with a maximum leverage ratio and a most favored lender covenant that incorporates interest coverage or fixed charge covenants from other material credit facilities.

What protections do holders of Toro’s 5.27% Senior Notes have in a change of control?

Upon certain change of control events, holders of the 5.27% Senior Notes may require The Toro Company to purchase their notes for 100% of the principal amount plus any accrued and unpaid interest to the repurchase date.

Were The Toro Company’s 5.27% Senior Notes registered under the Securities Act?

No. The 5.27% Senior Notes were issued in a private placement under Section 4(a)(2) of the Securities Act and were not registered under the Securities Act or state securities laws, so they may only be offered or sold under applicable exemptions or in transactions not subject to registration requirements.