Toro (TTC) VP Dahl Exercises Options and Reports Share Dispositions

Rhea-AI Filing Summary

The filing reports insider transactions by Amy E. Dahl, Vice President, International of The Toro Company (TTC), on 09/30/2025. She acquired 16,200 shares via a non‑qualified stock option exercise at an exercise price of $58.53 and disposed of 14,194 shares at a price of $75.79 on the same date. The Form shows reporting post‑transaction beneficial ownership figures of 47,536.261 and 33,342.261 common shares (direct), notes 4,176.758 shares held indirectly through the Toro Company Retirement Plan, and records the disposition of 18,777.125 performance share units. The option granted that was exercised originally vests in three equal annual installments starting December 7, 2018.

Positive

• Executed option exercise of 16,200 shares at an exercise price of $58.53, converting granted equity into owned shares
• Sale price exceeded exercise price for disposed shares (sold at $75.79 vs exercised at $58.53), indicating a realized gain on sold shares

Negative

• Sold 14,194 shares, reducing direct common stock holdings reported on the form
• Disposition of 18,777.125 performance share units recorded, reducing incentive‑based holdings

Insights

Securities Analyst

TL;DR: Insider exercised options and sold a material block of shares; net share position remained significant.

The filing documents an option exercise (16,200 shares at $58.53) and a contemporaneous sale (14,194 shares at $75.79) by a senior executive. The exercise indicates use of an existing grant vested over prior years; the sale generated proceeds above the exercise price, implying a realized gain on the sold shares. Reported direct and indirect beneficial ownership remains in the tens of thousands of shares, and the filing discloses the disposition of performance share units (18,777.125), which may reflect routine compensation settlement or portfolio rebalancing. Overall, the transactions are routine Section 16 insider activity rather than an extraordinary corporate event.

Corporate Governance Expert

TL;DR: Transactions are standard executive equity and plan movements with no disclosed governance red flags.

The Form 4 shows standard executive equity mechanics: option vesting schedule referenced and retirement plan contributions noted. The reporting was filed and signed by an attorney‑in‑fact, indicating compliance with filing procedures. There is no indication of late reporting, related‑party transactions, or unusual derivative structures in the disclosed lines. From a governance perspective, these entries appear consistent with compensation governance and insider liquidity events.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DAHL AMY E

(Last) (First) (Middle)

8111 LYNDALE AVENUE SOUTH

(Street)

BLOOMINGTON MN 55420

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TORO CO [ TTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, International

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2025		M		16,200	A	$58.53	47,536.261	D
Common Stock	09/30/2025		F		14,194	D	$75.79	33,342.261	D
Common Stock								4,176.758(1)	I	The Toro Company Retirement Plan
Performance Share Units								18,777.125	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option	$58.53	09/30/2025		M			16,200	(2)	12/07/2028	Common Stock	16,200	$0	0	D

Explanation of Responses:

1. Includes 1.676 shares of common stock acquired by the reporting person through regular individual and issuer matching contributions to The Toro Company Retirement Plan since the date of her last report.

2. The option vests in three equal annual installments commencing on the first anniversary of the date of grant, which was December 7, 2018.

Remarks:

	/s/ Joanna M. Totsky, Attorney-in-Fact	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did Amy E. Dahl report for TTC on 09/30/2025?

The Form 4 shows Ms. Dahl exercised 16,200 option-derived shares at $58.53 and sold 14,194 common shares at $75.79 on 09/30/2025.

How many shares does the filing show Ms. Dahl beneficially owned after the transactions?

The filing lists post‑transaction beneficial ownership figures of 47,536.261 and 33,342.261 common shares (direct), and 4,176.758 shares indirectly via the Toro retirement plan.

Were any performance share units affected in the filing?

Yes. The Form reports the disposition of 18,777.125 performance share units.

What was the exercise vesting detail disclosed for the option?

The filing states the option vests in three equal annual installments beginning on December 7, 2018, referencing the original grant schedule.

Who signed the Form 4 and when was it filed?

The Form is signed by /s/ Joanna M. Totsky, Attorney‑in‑Fact with signature date 10/01/2025 as shown on the document.