TTC Form 4: Option exercise and partial sale; prior ownership corrected

Rhea-AI Filing Summary

Toro Company director James Calvin O'Rourke executed and reported equity transactions on 09/08/2025. The filing shows a non-qualified stock option exercise (code M) resulting in acquisition of 5,038 shares at an exercise price of $37.67. The same day a separate transaction (code F) recorded a disposition of 2,334 shares, leaving the reporting person with 2,704 shares beneficially owned following the sale. The derivative table confirms the exercised option related to a grant with a vesting schedule that began on November 2, 2015. The filer also corrected a prior Form 4 overstatement: an administrative error had previously double-counted shares, and the current filing adjusts the reported balance to the accurate amount.

Positive

• Accurate corrective disclosure fixing a prior overstatement of share ownership
• Clear documentation of option exercise terms and vesting schedule from the November 2, 2015 grant

Negative

• None.

Insights

Financial Analyst

TL;DR: Director exercised options for 5,038 shares and sold 2,334 shares; net beneficial holdings adjusted and corrected.

The transactions are routine insider option exercise and partial sale activity. The exercise price of $37.67 is explicitly stated and the filing documents an immediate disposition of a portion of shares (2,334), leaving 2,704 shares beneficially owned. The correction note addressing a prior Form 4 overstatement is material for record accuracy but reflects an administrative fix rather than a substantive change in ownership strategy. Overall, this filing signals routine liquidity and compensation-related activity rather than a corporate event likely to change valuation.

Corporate Governance Expert

TL;DR: Disclosure shows standard director option vesting/exercise and a corrective restatement of prior reported holdings.

The filing documents a non-qualified option vesting and exercise mechanism tied to a grant from 2015 and confirms vesting in three annual installments. The separate sale transaction and the corrective explanation improve transparency of the insider record. No indicators of governance concerns or undisclosed related-party transactions appear in this filing; the correction demonstrates attention to compliance and accurate reporting.

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

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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^*

O'Rourke James Calvin

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		M		5,038	A	$37.67	5,038	D(1)
Common Stock	09/08/2025		F		2,334	D	$81.33	2,704	D(1)
Common Stock								15,017(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
Non-Qualified Stock Option	$37.67	09/08/2025		M			5,038	(3)	11/02/2025	Common Stock	5,038	$0	0	D

Explanation of Responses:

1. Reflects common stock owned by the reporting person in a brokerage account.

2. Reflects a share balance adjustment to correct an administrative error reported on the Form 4 filed on November 5, 2024. The prior Form 4 inadvertently overstated the reporting person's ownership by double, counting the number of shares held. The corrected share balance accurately reflects the reporting person's actual beneficial ownership as of the transaction date.

3. The option vests in three equal annual installments commencing on the first anniversary of the November 2, 2015 grant date.

Remarks:

	/s/ Joanna M. Totsky, Attorney-in-Fact	09/09/2025
	** 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 transactions did Toro Company director James O'Rourke report on Form 4 (TTC)?

He reported a non-qualified option exercise acquiring 5,038 shares at an exercise price of $37.67 on 09/08/2025 and a same-day disposition of 2,334 shares.

How many Toro (TTC) shares does the reporting person beneficially own after the reported transactions?

Following the reported transactions the filing shows 2,704 shares beneficially owned by the reporting person.

Did the Form 4 include any corrections to prior filings for TTC?

Yes. The filing states a prior Form 4 filed on November 5, 2024 inadvertently double-counted shares and this filing corrects the administrative error to reflect the accurate share balance.

What is the vesting schedule for the exercised options reported in the Toro Form 4?

The filing states the option vests in three equal annual installments commencing on the first anniversary of the November 2, 2015 grant date.

What was the price paid to exercise the Toro options reported on 09/08/2025?

The exercise price for the non-qualified stock option was $37.67 per share.