Toro Company insider filing shows RSU vesting, minor share withholding

Rhea-AI Filing Summary

On 31 July 2025, Jason P. Baab—Vice President, Strategy, Corporate Development & Sustainability of The Toro Company (TTC)—filed a Form 4 disclosing routine equity-award activity. Baab converted 2,718.579 restricted stock units into common stock (Transaction Code M) at an exercise/valuation price of $74.25. To satisfy tax withholding, 832 shares were automatically forfeited to the issuer (Code F) at the same price. After these transactions, Baab’s direct holdings rose to 3,736.322 shares; he also owns 1.022 shares indirectly via The Toro Company Retirement Plan and retains 2,719.618 unvested RSUs that vest in three equal annual installments beginning 07/31/2024.

No open-market purchases or sales occurred, and the filing does not alter the company’s share count. The activity reflects scheduled vesting under a 2023 grant and modestly increases insider ownership, offering limited but generally constructive signaling to investors.

Positive

• Insider’s direct stake increased by 1,887 shares, suggesting continued alignment with shareholder interests.

Negative

• 832 shares were withheld for taxes, marginally offsetting the gross award though typical for equity-compensation events.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; net insider ownership up ~1.9k shares—impact neutral.

The conversion (M) of 2,718 RSUs and tax withholding (F) of 832 shares are standard equity-compensation mechanics. Because no shares were sold on the open market, price discovery is unaffected. Net direct ownership increased 1,887 shares, a marginal positive but not large enough to materially influence valuation or sentiment. I view the disclosure as neutral (0) for TTC’s investment case.

Corporate Governance Expert

TL;DR: Filing shows alignment via share retention; routine compliance.

The report demonstrates timely Section 16 compliance and continued insider alignment through share retention after vesting. While the withheld shares slightly reduce the gross award, the majority was retained, supporting incentive alignment. There are no red flags such as large discretionary sales or complex derivatives. Overall governance signal is mildly constructive but not materially impactful—rating 0.

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^*

Baab Jason P

(Last) (First) (Middle)

8111 LYNDALE AVE S

(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, Strategy, Corp Dev & Sust

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

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	07/31/2025		M		2,718.579	A	$74.25	4,568.322	D
Common Stock	07/31/2025		F		832	D	$74.25	3,736.322	D
Common Stock								1.022(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)	07/31/2025		M			2,718.579	(3)	(3)	Common Stock	2,718.579	$0	2,719.618	D

Explanation of Responses:

1. Includes 0.015 shares acquired by the reporting person since the date of his last report under the dividend reinvestment feature of The Toro Company Retirement Plan.

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 and become non-forfeitable in three equal annual installments commencing on the first anniversary of the July 31, 2023 grant date.

Remarks:

	/s/ Joanna M. Totsky, Attorney-in-Fact	08/01/2025
	** 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 insider transaction did TTC file on 31 July 2025?

Vice President Jason P. Baab converted 2,718.579 RSUs into common stock and withheld 832 shares for taxes.

How many Toro Company shares does Jason Baab now own?

He directly owns 3,736.322 shares, plus 1.022 indirect shares in the retirement plan and 2,719.618 unvested RSUs.

At what price were the shares valued in the Form 4 filing?

Both the RSU conversion and tax withholding were valued at $74.25 per share.

Did the Form 4 involve an open-market sale of TTC shares?

No. The disposition (Code F) represents share withholding for taxes, not an open-market transaction.

When will the remaining RSUs vest?

The RSUs vest in three equal annual installments starting on the first anniversary of the 07/31/2023 grant date.

Is the transaction material to Toro Company’s capital structure?

The share amount is immaterial to TTC’s overall share count and has no capital-structure impact.