Toro Co (TTC) group VP exercises RSUs and withholds shares for tax

Rhea-AI Filing Summary

The Toro Company executive Peter D. Moeller reported equity award activity involving restricted stock units and common shares. On March 2, 2026, he exercised or converted 950.862 restricted stock units into 950.862 shares of common stock at a stated price of $100.29 per share. In a related tax-withholding disposition, 291 shares of common stock were delivered at $100.29 per share, leaving 665.586 common shares held directly after these transactions. He also reports indirect holdings of 6,234.969 common shares through the Moeller Family Trust and 4,194.168 common shares through The Toro Company Retirement Plan, along with 20,722.227 restricted stock units and 3,174.191 performance share units held directly, and 2,634.000 additional restricted stock units.

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)
03/02/2026

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	03/02/2026		M		950.862	A	$100.29	956.586(1)	D
Common Stock	03/02/2026		F		291	D	$100.29	665.586	D
Common Stock								6,234.969(2)	I	Moeller Family Trust
Common Stock								4,194.168(3)	I	The Toro Company Retirement Plan
Performance Share Units								3,174.191(4)	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	(5)	03/02/2026		M			950.862	(6)	(6)	Common Stock	950.862	$0	0	D
Restricted Stock Units	(5)							(7)	(7)	Common Stock	20,722.227		20,722.227	D
Restricted Stock Units	(5)							(8)	(8)	Common Stock	2,634		2,634	D

Explanation of Responses:

1. Includes 2.651 shares of common stock acquired by the reporting person since the date of his last report under a dividend reinvestment feature of the account in which the shares are held.

2. Includes 24.662 shares of common stock acquired by the reporting person since the date of his last report under a dividend reinvestment feature of the account in which the shares are held.

3. Includes 18.339 net shares acquired by the reporting person since the date of his last report under the dividend reinvestment feature of The Toro Company Retirement Plan less quarterly non-discretionary administrative fees.

4. Includes 12.051 performance share units acquired by the reporting person since the date of his last report under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers.

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

6. 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.

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

8. 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 December 22, 2025 grant date.

Remarks:

	/s/ Joanna M. Totsky, Attorney-in-Fact	03/04/2026
	** 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.
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FAQ

What insider transactions did Peter D. Moeller report for Toro Co (TTC)?

Peter D. Moeller reported exercising 950.862 restricted stock units into 950.862 Toro common shares. He also reported a related tax-withholding disposition of 291 common shares, with multiple direct and indirect share and unit holdings detailed after these transactions.

How many Toro Co (TTC) shares did Peter D. Moeller acquire through equity awards?

He acquired 950.862 Toro common shares through the exercise or conversion of an equal number of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Toro common stock upon vesting and settlement conditions.

What was the tax-withholding share disposition reported by Peter D. Moeller at Toro Co (TTC)?

He reported a tax-withholding disposition of 291 Toro common shares at $100.29 per share. This transaction was coded "F" and reflects payment of tax liability by delivering shares rather than an open-market sale.

How many Toro Co (TTC) common shares does Peter D. Moeller hold directly after the reported transactions?

After the reported March 2, 2026 activity, he directly holds 665.586 Toro common shares. This reflects the exercise of restricted stock units and the related tax-withholding share delivery described in the Form 4 data.

What indirect Toro Co (TTC) holdings does Peter D. Moeller report?

He reports 6,234.969 Toro common shares held indirectly through the Moeller Family Trust and 4,194.168 common shares held indirectly through The Toro Company Retirement Plan. These positions are reported as indirect ownership interests associated with his name.

What restricted and performance share units does Peter D. Moeller hold at Toro Co (TTC)?

He reports 20,722.227 restricted stock units and 3,174.191 performance share units held directly, plus an additional 2,634.000 restricted stock units. Footnotes explain that related dividend equivalents and vesting schedules govern when these units become non-forfeitable.