[Form 4] TORO CO Insider Trading Activity

Rhea-AI Filing Summary

Janey Gregory S, Group VP, Landscapes & Contract for The Toro Company (TTC), reported multiple transactions dated 09/18/2025. The filing shows purchases of 1,940 common shares via option exercises at $38.82 per share and dispositions of 1,248 shares at about $80.03 and $80.02 per share. Post-transaction beneficial ownership figures on the form include positions reported as 5,538.669, 4,290.669, 6,230.669, and 4,982.669 shares in various lines, plus 2,195.446 shares held indirectly and 6,398.101 shares tied to performance share units. The form also discloses non-qualified stock options tied to 1,940 underlying shares and 767.953 restricted stock units that convert to common shares when vested.

Insights

Securities Analyst

TL;DR: Insider exercised options and sold some shares, leaving mixed changes in direct and indirect holdings.

The Form 4 documents simultaneous option exercises (1,940 shares at $38.82) and open-market dispositions (1,248 shares at ~ $80.03 and $80.02). Reported totals show both increases and decreases across different reporting lines, reflecting exercises, sales, and holdings in retirement and deferred compensation plans. The presence of vested and unvested restricted stock units (767.953) and performance share units (6,398.101) indicates a material portion of compensation remains equity-linked. This filing is routine disclosure of executive compensation-related transactions rather than a standalone signal of company performance.

Corporate Governance Expert

TL;DR: Transactions align with compensation vesting and option exercise schedules; disclosure appears complete.

The report specifies vesting schedules for options and restricted stock units and notes dividend reinvestment adjustments to share counts. Indirect holdings through the company retirement plan and deferred compensation are disclosed separately. The filing includes an Attorney-in-Fact signature, indicating proper execution. No regulatory exceptions or unexplained ledger anomalies are presented in the document.

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).

1. Name and Address of Reporting Person^*

JANEY GREGORY S

(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, Landscapes & Contrac

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

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	09/18/2025		M		1,940	A	$38.82	5,538.669(1)	D
Common Stock	09/18/2025		F		1,248	D	$80.03	4,290.669	D
Common Stock	09/18/2025		M		1,940	A	$38.82	6,230.669	D
Common Stock	09/18/2025		F		1,248	D	$80.02	4,982.669	D
Common Stock								2,195.446(2)	I	The Toro Company Retirement Plan
Performance Share Units								6,398.101(3)	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	$38.82	09/18/2025		M			1,940	(4)	12/04/2025	Common Stock	1,940	$0	0	D
Non-Qualified Stock Option	$38.82	09/18/2025		M			1,940	(5)	12/04/2025	Common Stock	1,940	$0	0	D
Restricted Stock Units	(6)							(7)	(7)	Common Stock	767.953		767.953	D

Explanation of Responses:

1. Includes 6.160 shares 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 33.526 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 non-discretionary quarterly administrative fees.

3. Includes 97.834 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.

4. The option vests in three equal annual installments commencing on the first anniversary of the December 4, 2015 grant date.

5. The option vests in three equal annual installments commencing on the first anniversary of the grant date, December 4, 2015.

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

7. 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 November 1, 2022 grant date.

Remarks:

	/s/ Joanna M. Totsky, Attorney-in-Fact	09/19/2025
	** 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 transactions did Janey Gregory S report on Form 4 for TTC?

The report lists option exercises of 1,940 shares at $38.82 and dispositions of 1,248 shares at approximately $80.03 and $80.02, all dated 09/18/2025.

How many restricted stock units and performance share units are disclosed?

The filing shows 767.953 restricted stock units and 6,398.101 performance share units associated with the reporting person.

Are any indirect holdings reported for Janey Gregory S?

Yes, the form reports 2,195.446 shares held indirectly, attributed to the company retirement plan.

Do the entries show vesting schedules or exercise terms?

Yes, the form notes that the options vest in three equal annual installments commencing on the first anniversary of the December 4, 2015 grant date, and RSUs vest in three equal annual installments from November 1, 2022.

Who signed the Form 4 filing?

The filing is signed by /s/ Joanna M. Totsky, Attorney-in-Fact dated 09/19/2025.