Toro Company (NYSE: TTC) insider logs performance share and RSU awards

Rhea-AI Filing Summary

The Toro Company’s President and COO reported an equity award payout tied to multi-year performance. On 12/17/2025, the insider acquired 621 performance share units at $ 0, increasing direct holdings of these units to 2,100.121.

The 621 units represent 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, which was approved on December 9, 2025 and conditioned upon confirmation of fiscal 2025 financial results released on December 17, 2025. The officer deferred this payout under The Toro Company Deferred Compensation Plan for Officers, so it is delivered as performance share units. The filing also shows 18,510.504 restricted stock units beneficially owned, each representing a contingent right to receive one share of TTC common stock, vesting in three equal annual installments starting on the first anniversary of the September 2, 2025 grant date.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Funk Edric C

Role President & COO

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Units	621	$0.00	--
holding	Restricted Stock Units	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Share Units — 2,100.121 shares (Direct); Restricted Stock Units — 18,510.504 shares (Direct); Common Stock — 856.051 shares (Direct); Common Stock — 6,101.101 shares (Indirect, TTC Retirement Plan)

Footnotes (1)

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. The reporting person has deferred the payout of his Performance Share Award under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan"), and accordingly, the reporting person's Performance Share Award is paid in performance share units under the Deferred Plan. Each restricted stock unit represents a contingent right to receive one share of TTC common stock. 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 September 2, 2025 grant date.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Funk Edric 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)
	President & COO

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
Performance Share Units	12/17/2025		A		621(1)	A	$0	2,100.121	D
Common Stock								856.051	D
Common Stock								6,101.101	I	TTC Retirement Plan
Common Stock								280	I	Health Savings Account
Common Stock								245.344	I	Roth IRA

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	(2)							(3)	(3)	Common Stock	18,510.504		18,510.504	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. The reporting person has deferred the payout of his Performance Share Award under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan"), and accordingly, the reporting person's Performance Share Award is paid in performance share units under the Deferred Plan.

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

3. 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 September 2, 2025 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.
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 equity transaction did Toro Company (TTC) report in this filing?

The filing reports that the President and COO acquired 621 performance share units on 12/17/2025 at $ 0, as part of a performance share award payout.

What period does the Toro Company (TTC) performance share award cover?

The 621 performance share units reflect a Performance Share Award for the fiscal 2023 to fiscal 2025 performance period under The Toro Company 2022 Equity and Incentive Plan.

How were the Toro Company (TTC) performance share units determined and approved?

The award was approved by the issuer’s Compensation & Human Resources Committee on December 9, 2025 and was conditioned upon confirmation of fiscal 2025 financial results released on December 17, 2025.

How did the Toro Company (TTC) executive elect to receive the performance share award payout?

The executive deferred the payout under The Toro Company Deferred Compensation Plan for Officers, so the Performance Share Award is paid in performance share units rather than current shares.

How many performance share units and restricted stock units does the Toro Company (TTC) insider hold after this transaction?

After the transaction, the insider beneficially owns 2,100.121 performance share units directly and 18,510.504 restricted stock units, each tied to one share of TTC common stock.

What is the vesting schedule for the Toro Company (TTC) restricted stock units?

The restricted stock units and related dividend equivalents vest in three equal annual installments, beginning on the first anniversary of the September 2, 2025 grant date.