The Toro Company (TTC) officer defers 2023–2025 performance share award

Rhea-AI Filing Summary

The Toro Company officer serving as Group VP, Undg, Spec Con & Inl reported the payout of a performance share award for the fiscal 2023 to fiscal 2025 period. On December 17, 2025, 421 performance share units were credited at a price of $0 after the company released its fiscal 2025 financial results and the award was approved on December 9, 2025. The payout was deferred into The Toro Company Deferred Compensation Plan for Officers, so it is delivered in performance share units.

After this transaction, the officer directly holds 3,162.14 performance share units and 603.073 shares of common stock, along with indirect holdings of 5,610.307 shares through the Moeller Family Trust and 4,175.829 shares through The Toro Company Retirement Plan. These balances include additional shares and units accumulated since the last report through dividend reinvestment features, and the Moeller Family Trust account is now reflected after being omitted from earlier reports.

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^*

MOELLER PETER D

(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)
	Group VP, Undg, Spec Con & Inl

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	3,162.14(2)	D
Common Stock								603.073(3)	D
Common Stock								5,610.307(4)(5)	I	Moeller Family Trust
Common Stock								4,175.829(6)	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	(7)							(8)	(8)	Common Stock	946.722		946.722	D
Restricted Stock Units	(7)							(9)	(9)	Common Stock	20,632		20,632	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 13.642 performance share units acquired by the reporting person since the date of his last report under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers.

3. Includes 3.047 shares of common stock 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 87.297 shares of common stock 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.

5. The reporting person's Form 4 filed on October 10, 2025 and October 14, 2025 inadvertently omitted this account.

6. Includes 20.774 net shares acquired by the reporting person since the date of his last report under the dividend reinvestment feature of The Toro Company Retirement Plan.

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

8. 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.

9. The restricted stock units and related dividend equivalents vest and become non-forfeitable in full on October 10, 2028, which is the third anniversary of the date of grant.

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 The Toro Company (TTC) report in this filing?

The filing shows that a Toro Company officer received the payout of a performance share award for the fiscal 2023 to fiscal 2025 period, resulting in an acquisition of 421 performance share units on December 17, 2025 at a price of $0.

How many performance share units does the TTC officer hold after the transaction?

Following the reported transaction, the officer directly holds 3,162.14 performance share units, including 13.642 units accumulated through the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers.

What plans govern the performance share award and deferral for The Toro Company officer?

The performance share award was granted under The Toro Company 2022 Equity and Incentive Plan, with the payout deferred into The Toro Company Deferred Compensation Plan for Officers, where it is credited as performance share units.

What indirect The Toro Company (TTC) share holdings does the reporting person have?

The officer reports indirect ownership of 5,610.307 shares of common stock through the Moeller Family Trust and 4,175.829 shares through The Toro Company Retirement Plan, both of which include shares acquired via dividend reinvestment features.

How are the officers restricted stock units in The Toro Company structured?

Each restricted stock unit represents a contingent right to receive one share of TTC common stock. One grant of restricted stock units and related dividend equivalents vests in three equal annual installments starting on the first anniversary of the March 1, 2023 grant date, and another vests in full on October 10, 2028, the third anniversary of its grant.

Were prior reports for this The Toro Company insider corrected in this filing?

Yes. The explanation section notes that earlier reports filed on October 10, 2025 and October 14, 2025 inadvertently omitted the Moeller Family Trust account, which is now included.