Toro Company (TTC) officer discloses stock gift, RSUs and 7,477-share option

Rhea-AI Filing Summary

The Toro Company officer reports stock grants, options, and a trust transfer. An officer serving as Group VP, Undg, Spec Con & Inl reported a gift of 600 shares of common stock, moving from direct ownership to the Moeller Family Trust. After these transactions, the officer holds 3.073 shares directly and 6,210.307 shares indirectly through the trust, plus 4,175.829 shares in The Toro Company Retirement Plan and 3,162.14 performance share units.

The filing also shows new equity awards on December 22, 2025, including 2,634 restricted stock units that vest in three equal annual installments starting one year after the grant date, and a non-qualified stock option for 7,477 shares at an exercise price of $78.47 per share, also vesting in three equal annual installments beginning on the first anniversary of the grant. Additional restricted stock units totaling 20,632 shares and 946.722 shares are outstanding and vest on previously disclosed schedules.

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^*

MOELLER PETER D

(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)
	Group VP, Undg, Spec Con & Inl

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2025

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	12/23/2025		G		600	D	$0	3.073	D
Common Stock	12/23/2025		G		600	A	$0	6,210.307	I	Moeller Family Trust
Common Stock								4,175.829	I	The Toro Company Retirement Plan
Performance Share Units								3,162.14	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
Restricted Stock Units	(1)	12/22/2025		A		2,634		(2)	(2)	Common Stock	2,634	$0	2,634	D
Non-Qualified Stock Option	$78.47	12/22/2025		A		7,477		(3)	12/22/2035	Common Stock	7,477	$0	7,477	D
Restricted Stock Units	(1)							(4)	(4)	Common Stock	20,632		20,632	D
Restricted Stock Units	(1)							(5)	(5)	Common Stock	946.722		946.722	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of TTC common stock.

2. The restricted stock units vest and become non-forfeitable in three equal annual installments commencing on the first anniversary of the December 22, 2025 grant date.

3. The option vests in three equal annual installments commencing on the first anniversary of the December 22, 2025 grant date.

4. The restricted stock units vest and become non-forfeitable in full on October 10, 2028, which is the third anniversary of the date of grant.

5. The restricted stock units and related dividend equivalents vest and become non-forfeitable in three equal annual installments commencing on the first anniversary of the March 1, 2023 grant date.

Remarks:

	/s/ Joanna M. Totsky, Attorney-in-Fact	12/23/2025
	** 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 insider transaction did TTC report in this Form 4?

An officer of The Toro Company (TTC) reported a gift of 600 shares of common stock, moving from direct ownership to the Moeller Family Trust.

How many Toro (TTC) shares does the reporting person own after the transactions?

After the reported activity, the officer holds 3.073 shares directly, 6,210.307 shares indirectly via the Moeller Family Trust, and 4,175.829 shares through The Toro Company Retirement Plan, plus equity awards.

What new restricted stock units did The Toro Company officer receive?

On December 22, 2025, the officer received 2,634 restricted stock units, each representing a contingent right to one share of TTC common stock, vesting in three equal annual installments starting on the first anniversary of the grant date.

What stock options were granted to the Toro (TTC) officer?

The officer received a non-qualified stock option for 7,477 shares of TTC common stock with an exercise price of $78.47 per share, vesting in three equal annual installments beginning one year after the December 22, 2025 grant date and expiring on December 22, 2035.

What other equity awards does the Toro officer hold?

In addition to the new grants, the officer holds 20,632 restricted stock units that vest in full on October 10, 2028, and 946.722 restricted stock units (with related dividend equivalents) that vest in three equal annual installments starting on the first anniversary of the March 1, 2023 grant date.

How do the Toro (TTC) restricted stock units vest over time?

The 2,634 new restricted stock units and the 946.722 restricted stock units vest in three equal annual installments beginning one year after their respective grant dates, while 20,632 restricted stock units vest in full on October 10, 2028.