The Toro Company (TTC) VP discloses performance share and RSU awards

Rhea-AI Filing Summary

The Toro Company vice president of technology reported equity awards and updated share holdings. On 12/17/2025, the insider received 421 performance share units as 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. The payout was approved on December 9, 2025 and was subject to confirmation of fiscal 2025 financial results released on December 17, 2025, and was deferred into performance share units under The Toro Company Deferred Compensation Plan for Officers.

Following the transaction, the insider beneficially owns 6,353.64 performance share units directly, 11,763.317 shares of common stock directly, and 11,479.94 shares of common stock indirectly through The Toro Company Retirement Plan. The filing also reports 473.887 restricted stock units, each representing a contingent right to receive one share of Toro common stock, which vest in three equal annual installments starting on the first anniversary of the March 1, 2023 grant date.

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
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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^*

Svendsen Kurt D

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Technology

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		421(1)	A	$0	6,353.64(2)	D
Common Stock								11,763.317(3)	D
Common Stock								11,479.94(4)	I	The Toro Company Retirement Plan

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)							(6)	(6)	Common Stock	473.887		473.887	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. Includes 59.209 performance share units acquired by the reporting person since the date of his last report under the dividend reinvestment feature of the Deferred Plan.

3. Includes 117.280 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.

4. Includes 114.511 net shares acquired under the dividend reinvestment feature of The Toro Company Retirement Plan less quarterly non-discretionary administrative fees.

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.

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 (TTC) disclose in this Form 4?

The filing shows that the vice president of technology received 421 performance share units on 12/17/2025 as 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.

How were the Toro (TTC) performance share units for the 2023-2025 period handled?

The payout of the performance share award was deferred under The Toro Company Deferred Compensation Plan for Officers, so the award is paid in performance share units rather than immediate shares.

What equity holdings does the Toro (TTC) officer report after the transaction?

After the reported transaction, the officer holds 6,353.64 performance share units directly, 11,763.317 shares of Toro common stock directly, and 11,479.94 shares indirectly through The Toro Company Retirement Plan.

What are the restricted stock units reported for the Toro (TTC) insider?

The filing lists 473.887 restricted stock units, each representing a contingent right to receive one share of Toro common stock. These units include related dividend equivalents.

When do the Toro (TTC) restricted stock units vest?

The restricted stock units and related dividend equivalents vest in three equal annual installments, beginning on the first anniversary of the March 1, 2023 grant date.

How did dividends affect the Toro (TTC) insider's reported holdings?

The filing notes that the insider’s balances include shares and units added through dividend reinvestment features of both the Deferred Plan and The Toro Company Retirement Plan, net of quarterly administrative fees for the retirement plan.