Toro VP exercises stock units, nets new shares

Toro Co vice president of human resources Lori Riley exercised restricted stock units into common shares and used stock to cover taxes.

Rhea-AI Filing Summary

Toro Co vice president of human resources Lori Riley exercised restricted stock units into common shares and used stock to cover taxes. On April 1, 2026, she converted 3,494.051 restricted stock units into the same number of Toro common shares at a stated value of $93.49 per share.

Of these shares, 1,745 were withheld to satisfy tax obligations, leaving her with 1,749.051 additional directly held shares. After the transactions, she directly owned 3,494.051 common shares and indirectly held 1 share through The Toro Company Retirement Plan. She also retained unvested restricted stock units covering 2,010 underlying shares that will vest in installments beginning one year after the April 1, 2025 and December 22, 2025 grant dates.

Insider Trade Summary

3,494.051 shares exercised/converted

Exercise 5 txns

Insider Riley Lori

Role VP, Human Resources

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,494.051	$0.00	$0.00
Exercise	Common Stock	3,494.051	$93.49	$327K
Exercise Price or Tax Liability	Common Stock	1,745	$93.49	$163K
holding	Restricted Stock Units	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 9,000.13 contracts for 2,010 underlying shares (Direct); Common Stock — 1,749.051 shares (Direct); Common Stock — 1 shares (Indirect, The Toro Company Retirement Plan)

Footnotes (4)

1. F1. Includes the following shares of common stock acquired by the reporting person since the date of her last report: One share acquired through a standard issuer contribution to The Toro Company Retirement Plan.
2. F2. Each restricted stock unit represents a contingent right to receive one share of TTC common stock.
3. F3. The restricted stock units and related dividend equivalents vest in three equal annual installments commencing on the first anniversary of the April 1, 2025 grant date.
4. F4. The restricted stock units and related dividend equivalents vest in three equal annual installments commencing on the first anniversary of the December 22, 2025 grant date.

Key Figures

RSUs exercised: 3,494.051 units Stated share value: $93.49 per share Shares withheld for taxes: 1,745 shares +3 more

6 metrics

RSUs exercised 3,494.051 units Restricted Stock Units converted to common stock on April 1, 2026

Stated share value $93.49 per share Value used for common stock issued from RSU exercise

Shares withheld for taxes 1,745 shares Common stock withheld in F-code tax-withholding disposition

Direct common shares after transaction 3,494.051 shares Direct ownership of Toro Co common stock following Form 4 transactions

Indirect retirement plan shares 1 share Held through The Toro Company Retirement Plan via issuer contribution

Remaining RSUs underlying shares 2,010 shares Unvested restricted stock units still outstanding after the exercise

Key Terms

Restricted Stock Units, tax-withholding disposition, dividend equivalents, The Toro Company Retirement Plan, +1 more

5 terms

Restricted Stock Units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

dividend equivalents financial

"The restricted stock units and related dividend equivalents vest in three equal annual installments"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

The Toro Company Retirement Plan financial

"One share acquired through a standard issuer contribution to The Toro Company Retirement Plan."

standard issuer contribution financial

"One share acquired through a standard issuer contribution to The Toro Company Retirement Plan."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did TTC executive Lori Riley report in this Form 4 filing?

Lori Riley reported exercising 3,494.051 restricted stock units into Toro Co common shares. A portion of the resulting shares was withheld to cover taxes, and her updated direct and indirect share holdings and remaining unvested units were disclosed.

How many Toro Co shares did Lori Riley acquire through RSU exercise?

She exercised 3,494.051 restricted stock units into 3,494.051 Toro Co common shares at a stated value of $93.49 per share. These units represented compensation that settled in stock rather than a cash purchase on the open market.

How many TTC shares were withheld for taxes in Lori Riley’s transaction?

A total of 1,745 Toro Co common shares were withheld to satisfy tax obligations on the restricted stock unit vesting. This tax-withholding disposition is coded “F” and does not represent an open-market sale by the executive.

What are Lori Riley’s Toro Co share holdings after these transactions?

Following the reported transactions, Lori Riley directly held 3,494.051 Toro Co common shares. She also indirectly held 1 additional share through The Toro Company Retirement Plan, reflecting a standard issuer contribution noted in the footnotes.

Does Lori Riley still hold unvested restricted stock units in TTC?

Yes. After the exercise, she retained restricted stock units tied to 2,010 underlying Toro Co shares. These units and related dividend equivalents vest in three equal annual installments starting one year after their April 1, 2025 and December 22, 2025 grant dates.

Was this Toro Co Form 4 an open-market stock purchase or sale?

No open-market trades were reported. The Form 4 reflects a derivative exercise of restricted stock units and a tax-withholding disposition. Shares were issued as equity compensation and partly withheld to pay taxes, rather than bought or sold on an exchange.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 05:11 PM Learn about SEC filing dates

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^*

Riley Lori

(Last) (First) (Middle)

8111 LYNDALE AVENUE SOUTH

(Street)

BLOOMINGTON MINNESOTA 55420

(City) (State) (Zip)

UNITED STATES

(Country)

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, Human Resources

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/01/2026		M		3,494.051	A	$93.49	3,494.051	D
Common Stock	04/01/2026		F		1,745	D	$93.49	1,749.051	D
Common Stock								1(1)	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	(2)	04/01/2026		M			3,494.051	(3)	(3)	Common Stock	3,494.051	$0	6,990.13	D
Restricted Stock Units	(2)							(4)	(4)	Common Stock	2,010		2,010	D

Explanation of Responses:

1. Includes the following shares of common stock acquired by the reporting person since the date of her last report: One share acquired through a standard issuer contribution to The Toro Company Retirement 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 in three equal annual installments commencing on the first anniversary of the April 1, 2025 grant date.

4. The restricted stock units and related dividend equivalents vest in three equal annual installments commencing on the first anniversary of the December 22, 2025 grant date.

Remarks:

	/s/ Joanna M. Totsky, Attorney-in-Fact	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)