TTC insider reports RSU conversion of 771.81 shares at $74.21

Rhea-AI Filing Summary

Toro Co (TTC) officer reported insider equity transactions on 11/03/2025.

Transactions included a code M acquisition of 771.81 shares of common stock at $74.21 and a code F disposition of 237 shares at $74.21. Following these, directly held common stock was 5,756.514 shares. Indirect ownership included 2,206.41 common shares through The Toro Company Retirement Plan and 6,430.1 performance share units.

Derivative holdings show restricted stock units converted into 771.81 common shares (price $0), with 20,632 restricted stock units remaining. Disclosed vesting schedules state one grant vests in three equal annual installments beginning on the first anniversary of the November 1, 2022 grant date, and another vests in full on October 10, 2028.

Insights

Equity compensation analyst

Routine Form 4 with RSU conversion and small share disposition.

The filing lists code M and F transactions on 11/03/2025. A code M event converted 771.81 restricted stock units into common shares at $74.21, and a code F event disposed of 237 shares at $74.21. Post‑transaction direct common holdings are 5,756.514 shares, with additional indirect retirement plan shares and performance share units.

Derivative details show 20,632 restricted stock units outstanding. Vesting terms include three equal annual installments beginning one year after the November 1, 2022 grant and a separate grant vesting on October 10, 2028. These actions are administrative and typical for equity compensation; cash‑flow effects for the issuer are not indicated.

Insider Trade Summary

771.81 shares exercised/converted

Mixed 6 txns

Insider JANEY GREGORY S

Role Group VP, Landscapes & Contrac

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	771.81	$0.00	--
Exercise	Common Stock	771.81	$74.21	$57K
Tax Withholding	Common Stock	237	$74.21	$18K
holding	Restricted Stock Units	--	--	--
holding	Performance Share Units	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 5,756.514 shares (Direct); Performance Share Units — 6,430.1 shares (Direct); Common Stock — 2,206.41 shares (Indirect, The Toro Company Retirement Plan)

Footnotes (1)

1. Includes 2.035 shares 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. Includes 31.999 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. Includes 10.964 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 less non-discretionary quarterly administrative fees. Each restricted stock unit represents a contingent right to receive one share of TTC common stock. The restricted stock units vest and become non-forfeitable in three equal annual installments commencing on the first anniversary of the November 1, 2022 grant date. 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.

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Form 4 Insider Transactions: What Each Field Means →

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^*

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)
11/03/2025

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
Common Stock	11/03/2025		M		771.81	A	$74.21	5,756.514(1)	D
Common Stock	11/03/2025		F		237	D	$74.21	5,519.514	D
Performance Share Units								6,430.1(2)	D
Common Stock								2,206.41(3)	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	(4)	11/03/2025		M			771.81	(5)	(5)	Common Stock	771.81	$0	0	D
Restricted Stock Units	(4)							(6)	(6)	Common Stock	20,632		20,632	D

Explanation of Responses:

1. Includes 2.035 shares 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.

2. Includes 31.999 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 10.964 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 less non-discretionary quarterly administrative fees.

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

5. The restricted stock units vest and become non-forfeitable in three equal annual installments commencing on the first anniversary of the November 1, 2022 grant date.

6. 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	11/05/2025
	** 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.
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 did TTC disclose on this Form 4?

The officer reported a code M acquisition of 771.81 common shares at $74.21 and a code F disposition of 237 shares at $74.21 on 11/03/2025.

How many TTC shares does the reporting person hold after the transactions?

Direct common stock holdings were 5,756.514 shares. Indirect holdings included 2,206.41 common shares via The Toro Company Retirement Plan.

What derivative awards are reported for TTC?

Restricted stock units converted into 771.81 common shares (price $0), with 20,632 restricted stock units remaining outstanding.

What are the vesting schedules for the TTC equity awards?

One grant vests in three equal annual installments starting one year after November 1, 2022; another vests in full on October 10, 2028.

What other TTC units are listed?

The filing lists 6,430.1 performance share units as directly held.

What is the reporting person’s role at TTC?

The individual is an Officer with the title: Group VP, Landscapes & Contrac.