Toro Company (NYSE: TTC) insider details performance share and RSU holdings

Rhea-AI Filing Summary

The Toro Company executive serving as Group VP, Landscapes & Contrac reported an equity award transaction. On December 17, 2025, the officer received 732 performance share units at a price of $0, representing the payout of a Performance Share Award for the fiscal 2023 to fiscal 2025 performance period under the 2022 Equity and Incentive Plan, following confirmation of fiscal 2025 financial results.

After this transaction, the officer beneficially owns 7,162.1 performance share units, 5,519.514 shares of Toro common stock directly, and 2,206.41 shares indirectly through The Toro Company Retirement Plan. The officer also holds 20,632 restricted stock units, each representing one share of TTC common stock, which vest in full on October 10, 2028.

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

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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^*

JANEY GREGORY S

(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, Landscapes & Contrac

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		732(1)	A	$0	7,162.1	D
Common Stock								5,519.514	D
Common Stock								2,206.41	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)							(3)	(3)	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. Each restricted stock unit represents a contingent right to receive one share of TTC common stock.

3. The restricted stock units 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 equity award did a Toro Company (TTC) officer report?

The officer reported receiving 732 performance share units on December 17, 2025 at a price of $0, 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 many Toro Company performance share units does the officer hold after this transaction?

Following the reported transaction, the officer beneficially owns 7,162.1 performance share units linked to The Toro Company.

What is the officers current Toro Company common stock ownership?

After the transaction, the officer holds 5,519.514 shares of Toro common stock directly and 2,206.41 shares indirectly through The Toro Company Retirement Plan.

How many restricted stock units related to Toro Company stock does the officer hold?

The filing shows the officer holds 20,632 restricted stock units, each representing a contingent right to receive one share of TTC common stock.

When do the Toro Company restricted stock units reported here vest?

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

How was the Toro Company performance share award payout structured for this officer?

The payout of the Performance Share Award for fiscal 2023 to fiscal 2025 was approved on December 9, 2025, subject to 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, receiving it in the form of performance share units.