TTC Form 4: Director awarded 1,235 shares and 2,266 options

Rhea-AI Filing Summary

Toro Co (TTC) reported a director equity grant on 11/03/2025. The director received an annual award of 1,235 shares of common stock and a non‑qualified stock option for 2,266 shares at an exercise price of $74.21. The option vests in three equal annual installments commencing on the first anniversary of the November 3, 2025 grant date.

Following related transactions on the same date, 6,124 shares are shown as held indirectly via The Pemberton Family Trust, and 987.347 common stock units are listed under the non‑employee directors’ deferred compensation plan, which includes 20.018 units from dividend reinvestment since the last report.

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

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pemberton Jill M

(Last) (First) (Middle)

8111 LYNDALE AVENUE SOUTH

(Street)

BLOOMINGTON MN 55420-1196

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025

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	11/03/2025		A		1,235(1)	A	$74.21	1,235	D
Common Stock	11/03/2025		G		1,235	D	$74.21	0	D
Common Stock	11/03/2025		G		1,235	A	$74.21	6,124	I	The Pemberton Family Trust
Common Stock Units								987.347(2)	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	$74.21	11/03/2025		A		2,266(3)		(4)	11/03/2035	Common Stock	2,266	$0	2,266	D

Explanation of Responses:

1. Annual common stock award for service as a non-employee director issued under The Toro Company 2022 Equity and Incentive Plan.

2. Includes 20.018 common stock units acquired by the reporting person under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Non-Employee Directors since the date of her last report.

3. Annual option grant for service as a non-employee director issued under The Toro Company 2022 Equity and Incentive Plan.

4. The option vests in three equal annual installments commencing on the first anniversary of the November 3, 2025 grant date.

Remarks:

	/s/ Joanna M. Totsky, Attorney-in-Fact	11/04/2025
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Toro Co (TTC) report on this Form 4?

A director received an annual grant of 1,235 common shares and a non‑qualified option for 2,266 shares at $74.21 on 11/03/2025.

What is the exercise price and vesting for the new options at TTC?

The options have an exercise price of $74.21 and vest in three equal annual installments starting on the first anniversary of November 3, 2025.

How many TTC shares are indirectly held after the transactions?

The filing shows 6,124 shares held indirectly via The Pemberton Family Trust.

How many deferred common stock units does the director hold?

The filing lists 987.347 common stock units, including 20.018 units acquired through dividend reinvestment since the last report.

Under which plan were the grants made for TTC?

The grants were made under The Toro Company 2022 Equity and Incentive Plan, with units under the Deferred Compensation Plan for Non‑Employee Directors.

What stock transaction codes appear in the Form 4?

Codes include A for acquisition and G, with transactions dated 11/03/2025 at $74.21.