Toro VP exercises 4,859 RSUs, holds 7,720 shares

The Toro Company executive Joanna M. Totsky, VP, General Counsel and Corporate Secretary, exercised 4,859.036 restricted stock units into common stock on June 22, 2026.

Rhea-AI Filing Summary

The Toro Company executive Joanna M. Totsky, VP, General Counsel and Corporate Secretary, exercised 4,859.036 restricted stock units into common stock on June 22, 2026. To cover tax obligations, 2,168 common shares were disposed of through tax withholding at $92.19 per share.

After these transactions, she directly holds 7,719.986 common shares and indirectly holds 1.036 common shares through The Toro Company Retirement Plan. She also retains 2,713.785 restricted stock units, each representing a contingent right to receive one share of common stock, vesting in scheduled annual installments.

Insider Trade Summary

4,859.036 shares exercised/converted

Exercise 5 txns

Insider Totsky Joanna M.

Role VP, GC & Corp Secretary

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,859.036	$0.00	$0.00
Exercise	Common Stock	4,859.036	$92.19	$448K
Exercise Price or Tax Liability	Common Stock	2,168	$92.19	$200K
holding	Restricted Stock Units	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 2,713.785 contracts (Direct); Common Stock — 7,719.986 shares (Direct); Common Stock — 1.036 shares (Indirect, The Toro Company Retirement Plan)

Footnotes (4)

1. F1. Includes 0.008 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. 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 June 20, 2023 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: 4,859.036 units Tax-withheld shares: 2,168 shares at $92.19 Direct common shares held: 7,719.986 shares +3 more

6 metrics

RSUs exercised 4,859.036 units Restricted Stock Units converted to Toro common stock on June 22, 2026

Tax-withheld shares 2,168 shares at $92.19 Common shares disposed to cover tax liabilities (code F)

Direct common shares held 7,719.986 shares Direct Toro common stock holdings after reported transactions

Remaining RSUs 2,713.785 units Restricted stock units outstanding, each convertible into one common share

Indirect plan holdings 1.036 shares Common stock held via The Toro Company Retirement Plan

Exercise price per share $0.00 Conversion price for restricted stock units into common stock

Key Terms

Restricted Stock Units, tax-withholding disposition, The Toro Company Retirement Plan, dividend reinvestment feature, +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.

The Toro Company Retirement Plan financial

"Includes 0.008 shares of common stock acquired under the dividend reinvestment feature of the The Toro Company Retirement Plan since the date of her last report."

dividend reinvestment feature financial

"acquired under the dividend reinvestment feature of the The Toro Company Retirement Plan"

exercise or conversion of derivative security financial

"Exercise or conversion of derivative security"

FAQ

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

What insider transactions did TTC executive Joanna Totsky report?

Joanna Totsky exercised 4,859.036 restricted stock units into Toro common stock and had 2,168 shares withheld for taxes at $92.19 per share. These compensation-related moves converted equity awards into shares while settling associated tax obligations.

How many Toro (TTC) shares does Joanna Totsky hold after this Form 4?

Following the reported transactions, Joanna Totsky directly holds 7,719.986 Toro common shares and indirectly holds 1.036 shares through The Toro Company Retirement Plan. These positions reflect her equity stake after the option exercise and related tax-withholding disposition.

What was the size and price of the Toro (TTC) tax-withholding share disposition?

The filing shows 2,168 Toro common shares were disposed of to cover tax liabilities at $92.19 per share. This F-code transaction represents issuer withholding, not an open-market sale, and is tied to the exercise of restricted stock units.

How many restricted stock units does Joanna Totsky still hold at Toro (TTC)?

After the reported exercise, Joanna Totsky retains 2,713.785 restricted stock units tied to Toro common stock. Each unit represents a contingent right to receive one share, vesting in three equal annual installments from the respective grant dates.

What does the M transaction code mean in this Toro (TTC) Form 4?

The M transaction code in this Form 4 indicates an exercise or conversion of a derivative security. Here, 4,859.036 restricted stock units were converted into Toro common stock as part of Totsky’s equity compensation arrangements, rather than a market purchase.

Is there evidence of open-market buying or selling by Joanna Totsky in this TTC filing?

The reported transactions involve derivative exercises and tax-withholding dispositions, not open-market purchases or sales. Shares were acquired by exercising 4,859.036 restricted stock units and 2,168 shares were withheld to satisfy tax obligations at $92.19 per share.

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

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Accepted by SEC EDGAR 06/23/2026 - 12:28 PM EDT 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^*

Totsky Joanna M.

(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, GC & Corp Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026

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	06/22/2026		M		4,859.036	A	$92.19	9,887.986	D
Common Stock	06/22/2026		F		2,168	D	$92.19	7,719.986	D
Common Stock								1.036(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)	06/22/2026		M			4,859.036	(3)	(3)	Common Stock	4,859.036	$0	0	D
Restricted Stock Units	(2)							(4)	(4)	Common Stock	2,713.785		2,713.785	D

Explanation of Responses:

1. Includes 0.008 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 June 20, 2023 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	06/23/2026
	** 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)