The Toro Company reported that it has signed an Arrangement Agreement to acquire Tornado Infrastructure Equipment Ltd., a Canadian manufacturer of vacuum trucks and industrial equipment for underground construction, power transmission and energy markets. Toro will purchase all outstanding Tornado common shares for CAD $1.92 per share, representing a fully diluted equity value of CAD $279 million, and Tornado will become a wholly owned subsidiary of a Toro subsidiary.
The transaction is expected to close during Toro’s fiscal 2026 first quarter, subject to approval by Tornado shareholders, required antitrust and other regulatory approvals, and customary closing conditions, including accuracy of representations and warranties. The deal is not subject to a financing condition, and Toro plans to fund the purchase with cash on hand, borrowings under its unsecured senior revolving credit facility, and/or other additional financing arrangements.
Toro Co. reported an initial Form 3 showing that Grant M. Young began serving as Group Vice President of Golf, Grounds & Irrigation on 09/29/2025 and beneficially owns 2,236.087 performance share units plus 1,881.834 shares directly and 2,540.023 shares indirectly through the TTC Retirement Plan, totaling 6,657.944 shares/units. The filing notes the report was submitted under the issuer's CIK because the reporting person’s CIK is not yet available; a new Form 3 will be filed when it is.
The filing reports insider transactions by Amy E. Dahl, Vice President, International of The Toro Company (TTC), on 09/30/2025. She acquired 16,200 shares via a non‑qualified stock option exercise at an exercise price of $58.53 and disposed of 14,194 shares at a price of $75.79 on the same date. The Form shows reporting post‑transaction beneficial ownership figures of 47,536.261 and 33,342.261 common shares (direct), notes 4,176.758 shares held indirectly through the Toro Company Retirement Plan, and records the disposition of 18,777.125 performance share units. The option granted that was exercised originally vests in three equal annual installments starting December 7, 2018.
The Toro Company entered into a note purchase agreement and issued $200 million of 5.27% Senior Notes due September 30, 2032 in a private placement. The company plans to use the proceeds primarily to fully repay the entire $200 million outstanding under its April 27, 2022 term loan credit agreement, with the remainder available for general corporate purposes.
The new notes are senior, unsecured obligations with interest payable semiannually on March 30 and September 30, beginning March 30, 2026. Toro can prepay the notes at 100% of principal plus a make-whole premium and accrued interest, and during the 90 days before maturity may prepay without a make-whole premium. If certain change of control events occur, holders can require Toro to repurchase their notes at 100% of principal plus accrued interest.
The note purchase agreement includes customary covenants, such as limits on affiliate transactions, mergers, asset sales, liens and subsidiary debt, along with a maximum leverage ratio and a most favored lender covenant tied to other material credit facilities. It also provides for standard events of default. The notes were issued under Section 4(a)(2) of the Securities Act and are not registered, so they may only be offered or sold under applicable exemptions.
The Toro Company reported that Amy Dahl, its Vice President, International, has notified the company she will be leaving effective September 30, 2025 to pursue other interests. The company states that her departure is not due to any disagreement regarding its operations, policies, or practices, indicating this is described as a voluntary transition rather than a conflict-driven exit.
Janey Gregory S, Group VP, Landscapes & Contract for The Toro Company (TTC), reported multiple transactions dated 09/18/2025. The filing shows purchases of 1,940 common shares via option exercises at $38.82 per share and dispositions of 1,248 shares at about $80.03 and $80.02 per share. Post-transaction beneficial ownership figures on the form include positions reported as 5,538.669, 4,290.669, 6,230.669, and 4,982.669 shares in various lines, plus 2,195.446 shares held indirectly and 6,398.101 shares tied to performance share units. The form also discloses non-qualified stock options tied to 1,940 underlying shares and 767.953 restricted stock units that convert to common shares when vested.
A Toro Company (TTC) Form 4 filed for Amy E. Dahl reports multiple transactions on 09/17/2025 showing both acquisitions and dispositions of common stock and the grant/exercise-status of stock options. The filing lists three non-qualified stock option grants exercisable for 17,200; 16,600; and 13,200 shares with exercise prices of $38.82, $56.54, and $65.93, respectively, and notes those options currently result in 0 underlying shares held following reported transactions. On the same date the report records several open-market or plan transactions: acquisitions of 17,200, 16,600, and 13,200 shares at the prices above, and dispositions of 11,589, 13,207, and 11,576 shares at $80.15. The filing also shows 4,175.082 shares held indirectly via the Retirement Plan and 18,777.125 performance share units noted as disposed. The report was signed by an attorney-in-fact on 09/18/2025.
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.
The Toro Company reported third-quarter fiscal 2025 consolidated net sales of $1,131.3 million, down 2.2% from $1,156.9 million a year earlier, and year-to-date net sales of $3,444.2 million, down 1.8%. Professional segment sales rose 5.7% in the quarter to $930.8 million and were up 2.7% year-to-date, while Residential segment sales fell 27.9% in the quarter to $192.8 million and were down 15.7% year-to-date.
Net earnings were $53.5 million, or $0.54 per diluted share, versus $119.3 million, or $1.14 per diluted share, in the prior-year quarter; adjusted net earnings were $122.5 million, or $1.24 per diluted share, versus $123.7 million, or $1.18 per diluted share. The company recorded an $81.1 million non-cash impairment charge related to the Spartan trade name in the Professional segment. The Board increased the quarterly cash dividend to $0.38 per share and the company returned $403.8 million to shareholders via dividends and repurchases in the first nine months.
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.