STOCK TITAN

Toro Co (NYSE: TTC) VP exercises stock units, nets small share gain

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TORO CO executive Lori Riley, VP of Human Resources, exercised restricted stock units into 13.942 shares of common stock on April 14, 2026 at $97.74 per share. Of these, 5 shares were withheld to cover tax obligations, leaving a small net increase in directly held shares.

After the transactions, Riley holds 1,757.993 shares of Toro common stock directly, plus 2,018.020 restricted stock units that may convert into the same number of shares as they vest. She also has an indirect interest in 1.004 shares through The Toro Company Retirement Plan, including a small amount acquired via dividend reinvestment.

Positive

  • None.

Negative

  • None.
Insider Riley Lori
Role VP, Human Resources
Type Security Shares Price Value
Exercise Restricted Stock Units 13.942 $0.00 --
Exercise Common Stock 13.942 $97.74 $1K
Tax Withholding Common Stock 5 $97.74 $488.70
holding Restricted Stock Units -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 7,004.08 shares (Direct); Common Stock — 1,762.993 shares (Direct); Common Stock — 1.004 shares (Indirect, The Toro Company Retirement Plan)
Footnotes (1)
  1. Includes 0.004 shares of common stock acquired under the dividend reinvestment feature of the The Toro Company Retirement Plan since the date of her last report. 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 in three equal annual installments commencing on the first anniversary of the April 1, 2025 grant date. 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.
Shares exercised 13.942 shares Restricted stock units converted to common stock on April 14, 2026
Exercise price $97.74 per share Price for common stock received from RSU conversion
Tax withholding shares 5 shares Shares delivered to cover tax liability at $97.74
Direct common shares after 1,757.993 shares Direct Toro common stock holdings post-transaction
Remaining RSUs 2,018.020 units Restricted stock units outstanding after exercise
Indirect plan shares 1.004 shares Toro shares held via The Toro Company Retirement Plan
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.
dividend reinvestment feature financial
"Includes 0.004 shares of common stock acquired under the dividend reinvestment feature of the The Toro Company Retirement Plan"
The Toro Company Retirement Plan financial
"acquired under the dividend reinvestment feature of the The Toro Company Retirement Plan since the date of her last report."
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.
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.
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
VP, Human Resources
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/14/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/14/2026M13.942A$97.741,762.993D
Common Stock04/14/2026F5D$97.741,757.993D
Common Stock1.004(1)IThe 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)04/14/2026M13.942 (3) (3)Common Stock13.942$07,004.08D
Restricted Stock Units(2) (4) (4)Common Stock2,018.022,018.02D
Explanation of Responses:
1. Includes 0.004 shares of common stock acquired under the dividend reinvestment feature of the The Toro Company Retirement Plan since the date of her last report.
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-Fact04/15/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transactions did TTC executive Lori Riley report?

Lori Riley reported exercising restricted stock units into 13.942 shares of Toro common stock. Of these, 5 shares were withheld to cover tax obligations, resulting in a modest net increase in her directly held Toro shares.

How many Toro (TTC) shares does Lori Riley hold after this Form 4?

After the reported transactions, Lori Riley directly owns 1,757.993 shares of Toro common stock. She also holds 2,018.020 restricted stock units and has an indirect interest in 1.004 shares through The Toro Company Retirement Plan.

What does the tax withholding transaction mean in Lori Riley’s TTC filing?

The tax withholding reflects 5 Toro common shares surrendered at $97.74 per share to satisfy tax obligations. This is a non-market disposition commonly used when equity awards vest or are exercised, and it does not represent an open-market sale decision.

What are Lori Riley’s remaining restricted stock units in Toro (TTC)?

Following the exercise, Lori Riley retains 2,018.020 restricted stock units tied to Toro common stock. Each restricted stock unit represents a contingent right to receive one TTC share as the awards vest over specified installment schedules.

How were dividend reinvestments reflected in this Toro (TTC) Form 4?

The filing notes that 0.004 Toro common shares were acquired via the dividend reinvestment feature of The Toro Company Retirement Plan. This very small increase is included within her 1.004 indirect shares reported under that retirement plan.