Toro (NYSE: TTC) CFO exercises stock units, now holds 9,411 shares

Rhea-AI Filing Summary

The Toro Company VP & CFO Angela C. Drake exercised restricted stock units and adjusted her shareholdings. On March 10, 2026, she converted 2,730.443 restricted stock units into the same number of common shares at an exercise price of $0.0000, with the common stock valued at $98.93 per share.

To cover tax obligations, 1,387 common shares were disposed of via share withholding, not an open-market sale. After these transactions, she directly holds 9,410.928 common shares and indirectly holds 482.276 shares through The Toro Company Retirement Plan. She also retains 4,159 restricted stock units and 758.09 performance share units for potential future settlement.

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^*

Drake Angela C

(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)
	VP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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
Common Stock	03/10/2026		M		2,730.443	A	$98.93	10,797.928	D
Common Stock	03/10/2026		F		1,387	D	$98.93	9,410.928	D
Common Stock								482.276(1)	I	The Toro Company Retirement Plan
Performance Share Units								758.09(2)	D

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	(3)	03/10/2026		M			2,730.443	(4)	(4)	Common Stock	2,730.443	$0	0	D
Restricted Stock Units	(3)							(5)	(5)	Common Stock	4,159		4,159	D

Explanation of Responses:

1. Includes the following shares of common stock acquired by the reporting person since the date of her last report: 27.621 net shares acquired through regular individual and issuer matching contributions to The Toro Company Retirement Plan (the "Retirement Plan"); and 1.989 shares acquired under the dividend reinvestment feature of the Retirement Plan less quarterly non-discretionary administrative fees.

2. Includes 3.319 performance share units acquired by the reporting person since the date of her last report under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers.

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

4. The restricted stock units and related dividend equivalents vest in three equal annual installments commencing on the first anniversary of the March 10, 2023 grant date.

5. The restricted stock units 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	03/12/2026
	** 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.

FAQ

What insider transaction did Toro (TTC) disclose for CFO Angela C. Drake?

Toro disclosed that VP & CFO Angela C. Drake exercised 2,730.443 restricted stock units into common stock. The shares were valued at $98.93 each, with a portion withheld in shares to cover tax obligations rather than sold in the open market.

How many Toro (TTC) shares does the CFO hold after the March 10, 2026 transactions?

After the March 10, 2026 transactions, Angela C. Drake directly holds 9,410.928 Toro common shares. She also indirectly holds 482.276 additional shares through The Toro Company Retirement Plan, according to the Form 4 ownership details.

Were any of the Toro (TTC) CFO’s March 2026 transactions open-market sales?

The Form 4 shows no open-market sales by the Toro CFO. Instead, 1,387 common shares were disposed of via tax withholding at $98.93 per share, a standard mechanism for covering tax liabilities on equity awards.

What equity awards does the Toro (TTC) CFO still hold after exercising stock units?

Following the reported exercise, Angela C. Drake retains 4,159 restricted stock units tied to Toro common stock and 758.09 performance share units. These awards represent potential future share deliveries, subject to vesting and performance conditions described in the company’s plans.

What was the size of the Toro (TTC) CFO’s derivative exercise on March 10, 2026?

On March 10, 2026, the CFO exercised 2,730.443 restricted stock units into an equal number of Toro common shares. The transaction is classified as a derivative exercise/conversion with an exercise price of $0.0000 per unit and share value of $98.93.

How were Toro (TTC) retirement plan and dividend reinvestment contributions reflected for the CFO?

Footnotes state that her holdings include 27.621 net shares from retirement plan contributions and 1.989 shares from dividend reinvestment, less fees. They also note 3.319 performance share units added via dividend reinvestment in a deferred compensation plan since her prior report.