Toro (TTC) Insider Filing: Large RSU Award and Administrative Share Adjustment

Rhea-AI Filing Summary

The Toro Company director and President & COO Edric C. Funk reported Form 4 transactions on 09/02/2025 reflecting awards, disposals and account balance adjustments. The filing shows a disposition of 321.241 shares to correct an administrative error and grants of 18,418 restricted stock units (RSUs) granted 09/02/2025 and 767.953 RSUs from a prior grant, each unit representing one share. The 09/02/2025 RSUs have an indicated per-share price reference of $81.44 and vest in three equal annual installments beginning one year after grant. The report also discloses holdings across a Roth IRA (6,045.452 shares), a Health Savings Account (244.104 shares), and The Toro Company Retirement Plan (net holding activity noted). Explanatory notes clarify dividend reinvestment and administrative adjustments; no option exercises or cash sales are reported.

Positive

• Large RSU grant of 18,418 units aligns executive compensation with long-term ownership through time-based vesting
• Vesting schedule disclosed: RSUs vest in three equal annual installments beginning one year after the 09/02/2025 grant
• Multiple tax-advantaged and retirement accounts hold shares (Roth IRA, Retirement Plan, HSA), indicating managed long-term ownership

Negative

• Administrative correction resulted in disposition of 321.241 shares, indicating prior reporting or recordkeeping error
• No open-market purchases recorded in this Form 4 to signal incremental insider buy-side support

Insights

Corporate Governance Expert

TL;DR: Insider received a sizable RSU award and corrected an administrative share balance; vesting terms are standard time-based installments.

The filing documents a compensation-related grant of 18,418 RSUs on 09/02/2025 that vest in three equal annual installments beginning on the first anniversary, aligning executive pay with service-based retention. The presence of additional vested RSUs (767.953) and holdings in retirement and IRA accounts indicate diversified equity accumulation methods, including dividend reinvestment. The disposition of 321.241 shares is described as an administrative correction rather than a voluntary sale.

Securities Analyst

TL;DR: Transactions are routine compensation and housekeeping entries with limited immediate market impact.

The Form 4 shows acquisition of equity compensation (RSUs) and net increases in plan/IRA share balances from contributions and dividend reinvestment. The filing includes a corrected share balance (321.241 shares disposed) tied to an earlier Form 4, and specifies a price reference of $81.44 associated with the 09/02/2025 RSU grant. No option exercises, open-market purchases, or cash sales are recorded, suggesting the report is primarily administrative and compensation-related.

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^*

Funk Edric 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)
	President & COO

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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								321.241(1)	D
Common Stock								280	I	Health Savings Account
Common Stock								244.104(1)(2)	I	Roth IRA
Common Stock								6,045.452(3)	I	The Toro Company Retirement Plan
Performance Share Units								1,471.76(4)	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	(5)	09/02/2025		A		18,418		(6)	(6)	Common Stock	18,418	$81.44	18,418	D
Restricted Stock Units	(5)							(7)	(7)	Common Stock	767.953		767.953	D

Explanation of Responses:

1. Reflects a share balance adjustment to correct an administrative error reported on the Form 4 filed on June 11, 2025.

2. Includes 1.206 shares of common stock acquired by the reporting person since the date of his last report under the dividend reinvestment feature of the account in which the shares are held.

3. Includes the following shares of common stock acquired by the reporting person since the date of his last report: 45.741 net shares acquired through regular individual and issuer matching contributions to The Toro Company Retirement Plan ("Retirement Plan"); and net 30.220 shares acquired under the dividend reinvestment feature of the Retirement Plan less quarterly non-discretionary administrative fees.

4. Includes 7.401 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.

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

6. 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 September 2, 2025 grant date.

7. 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 November 1, 2022 grant date.

Remarks:

	/s/ Joanna M. Totsky, Attorney-in-Fact	09/04/2025
	** 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.
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FAQ

What did TTC insider Edric C. Funk report on Form 4 dated 09/02/2025?

The filing reports a disposition of 321.241 shares (administrative correction), grant of 18,418 RSUs, and disclosure of other holdings across a Roth IRA, Retirement Plan, and HSA.

How do the 09/02/2025 RSUs vest for TTC insider filings?

The 18,418 RSUs granted 09/02/2025 vest in three equal annual installments beginning on the first anniversary of the grant date.

What amount of shares does Edric C. Funk hold in his Roth IRA per this Form 4?

The filing reports 6,045.452 shares of The Toro Company common stock held in the reporting person's Roth IRA.

Is the reported disposition of 321.241 shares a sale?

The Form 4 explains the 321.241 share disposition reflects a share balance adjustment to correct an administrative error from a prior Form 4, not described as an open-market sale.

What price is associated with the 09/02/2025 RSU grant?

The 09/02/2025 RSU entry lists a per-share price reference of $81.44 for the underlying common stock associated with the grant.