Toro Co (NYSE: TTC) discloses director award of 1,817 shares for 2025

Rhea-AI Filing Summary

The Toro Company reported that one of its directors received 1,817 shares of common stock on 12/15/2025. These shares were issued under The Toro Company 2022 Equity and Incentive Plan in lieu of cash compensation for calendar year 2025.

After the reported transactions, 7,941 shares of Toro common stock are shown as beneficially owned indirectly through The Pemberton Family Trust, and 987.347 common stock units are held directly. The report is filed by a single reporting person in their capacity as a director.

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)
12/15/2025

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	12/15/2025		A		1,817(1)	A	$73.47	1,817	D
Common Stock	12/15/2025		G		1,817	D	$73.47	0	D
Common Stock	12/15/2025		G		1,817	A	$73.47	7,941	I	The Pemberton Family Trust
Common Stock Units								987.347	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

Explanation of Responses:

1. Represents shares of common stock issued to the reporting person under The Toro Company 2022 Equity and Incentive Plan, in lieu of cash compensation for calendar year 2025.

Remarks:

	/s/ Joanna M. Totsky, Attorney-in-Fact	12/16/2025
	** 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 Toro Co (TTC) report in this Form 4?

A Toro Co director received 1,817 shares of common stock on 12/15/2025, issued under The Toro Company 2022 Equity and Incentive Plan in lieu of cash compensation for calendar year 2025.

What is the reporting persons relationship to Toro Co (TTC)?

The reporting person is identified as a director of Toro Co, as indicated in the relationship section of the filing.

How many Toro Co (TTC) shares are beneficially owned after the transactions?

Following the reported transactions, the filing shows 7,941 shares of Toro common stock beneficially owned indirectly through The Pemberton Family Trust and 987.347 common stock units held directly.

Was the Toro Co (TTC) equity award part of a formal compensation plan?

Yes. The 1,817 shares were issued under The Toro Company 2022 Equity and Incentive Plan and are described as being granted in lieu of cash compensation for calendar year 2025.

Is this Toro Co (TTC) insider report filed by one person or a group?

The document indicates that the Form is filed by one reporting person, not by more than one reporting person.