Toro Co (TTC) CFO details performance share payout and RSU holdings

Rhea-AI Filing Summary

The Toro Company vice president and chief financial officer reported equity award activity and related share movements. On December 17, 2025, she acquired 421 shares of common stock at $80.43 per share through the payout of a performance share award for the 2023–2025 performance period, and 129 shares were disposed of at the same price, primarily reflecting shares withheld for obligations.

After these transactions, she directly owned 8,067.485 shares of common stock and indirectly held 452.669 shares through The Toro Company Retirement Plan. She also held 754.771 performance share units and 2,718.554 restricted stock units, each unit representing a contingent right to receive one share of common stock. The filing notes that the performance share payout was approved on December 9, 2025 and was conditioned on confirmation of the company’s fiscal 2025 financial results released on December 17, 2025.

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^*

Drake Angela C

(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)
	VP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

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	12/17/2025		M		421(1)	A	$80.43	8,196.485	D
Common Stock	12/17/2025		F		129	D	$80.43	8,067.485	D
Common Stock								452.669(2)	I	The Toro Company Retirement Plan
Performance Share Units								754.771(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
Restricted Stock Units	(4)							(5)	(5)	Common Stock	2,718.554		2,718.554	D

Explanation of Responses:

1. Represents the payout of a Performance Share Award for the Fiscal 2023 to Fiscal 2025 Performance Period under The Toro Company 2022 Equity and Incentive Plan, as approved by the Issuer's Compensation & Human Resources Committee of its Board of Directors on December 9, 2025, and which was conditioned upon and subject to confirmation by the Issuer's Fiscal 2025 financial results that were released on December 17, 2025.

2. Includes the following shares of common stock acquired by the reporting person since the date of her last report: 146.804 shares acquired through regular individual and issuer matching contributions to The Toro Company Retirement Plan; and 6.021 shares acquired under the dividend reinvestment feature of the Retirement Plan less quarterly non-discretionary administrative fees.

3. Includes 11.654 performance share units acquired by the reporting person since the date of her last report under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers.

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

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 10, 2023 grant date.

Remarks:

	/s/ Joanna M. Totsky, Attorney-in-Fact	12/18/2025
	** 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.
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FAQ

What insider transaction did Toro Co (TTC) report for its VP & CFO?

The VP & CFO reported acquiring 421 shares of Toro common stock at $80.43 per share and the disposition of 129 shares on December 17, 2025.

How many Toro Co (TTC) shares does the reporting officer own after the transaction?

Following the reported transactions, the officer directly owned 8,067.485 shares of Toro common stock and indirectly held 452.669 shares through The Toro Company Retirement Plan.

What performance share award was involved in this Toro Co (TTC) Form 4 filing?

The filing reflects the payout of a Performance Share Award for the Fiscal 2023 to Fiscal 2025 Performance Period under The Toro Company 2022 Equity and Incentive Plan.

What conditions applied to the Toro Co (TTC) performance share payout?

The performance share payout was approved on December 9, 2025 and was conditioned upon confirmation of Toro's Fiscal 2025 financial results released on December 17, 2025.

What derivative equity holdings does the Toro Co (TTC) officer report?

The officer reported holding 754.771 performance share units and 2,718.554 restricted stock units, each unit representing a contingent right to receive one share of Toro common stock.

How do Toro Co (TTC) restricted stock units for this officer vest?

The restricted stock units and related dividend equivalents vest in three equal annual installments starting on the first anniversary of the March 10, 2023 grant date.

What additional Toro Co (TTC) shares were accumulated through plans since the last report?

The filing notes 146.804 shares acquired via contributions and 6.021 shares from dividend reinvestment in the Retirement Plan, and 11.654 performance share units added through dividend reinvestment in the Deferred Compensation Plan for Officers.