Schedule 13G/A: T. Rowe Price Holds 4.2% of Toro Co Shares

Rhea-AI Filing Summary

T. Rowe Price Associates, Inc. filed an Amendment No. 3 to Schedule 13G disclosing beneficial ownership of 4,170,500 shares of Toro Co common stock, representing 4.2% of the class. The filing reports sole voting power over 3,988,287 shares and sole dispositive power over 4,145,484 shares and identifies the security by CUSIP 891092108.

The statement classifies the filer as an investment adviser organized in Maryland and includes a certification that the shares were acquired and are held in the ordinary course of business and not to change or influence control of the issuer. No group affiliations or parent/subsidiary acquisitions are reported.

Positive

• T. Rowe Price Associates, Inc. publicly disclosed beneficial ownership of 4,170,500 Toro shares, increasing transparency
• Filing specifies sole voting power for 3,988,287 shares and sole dispositive power for 4,145,484 shares
• Statement includes an explicit certification that holdings were acquired and are held in the ordinary course of business and not to influence control

Negative

• None.

Insights

Securities Analyst

TL;DR: T. Rowe Price reports a routine 4.2% passive stake in Toro; ownership levels are below 5% and unlikely to alter control.

The Schedule 13G/A shows an institutional investment adviser holding 4,170,500 shares, with sole voting and dispositive authority for most of those shares. Because the filer certified acquisitions were in the ordinary course and the stake is under 5%, this is a standard passive disclosure under Rule 13d-1 rather than an activist signal. The reporting is material for ownership transparency but is not impactful in terms of corporate control.

Corporate Governance Expert

TL;DR: Ownership and power metrics are documented; certification denies intent to influence control, indicating routine passive investment.

The filing documents both voting and dispositive power figures, which matter for governance monitoring: 3,988,287 votes and 4,145,484 dispositive shares. The explicit certification that holdings were not acquired to influence control, together with the sub-5% position, suggests the disclosure is governance-relevant but not materially disruptive. No group relationships or control claims are indicated.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

TORO CO

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

891092108

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 891092108

1

Names of Reporting Persons

T. Rowe Price Associates, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,988,287.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,145,484.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,170,500.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.2 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: TORO CO
(b)	Address of issuer's principal executive offices: 8111 LYNDALE AVE SOUTH, BLOOMINGTON, MN, 55420-1196
Item 2.
(a)	Name of person filing: T. Rowe Price Associates, Inc.
(b)	Address or principal business office or, if none, residence: 1307 Point Street, Baltimore, MD 21231
(c)	Citizenship: Maryland
(d)	Title of class of securities: COMMON STOCK
(e)	CUSIP No.: 891092108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 4170500
(b)	Percent of class: 4.2 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 3988287
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 4145484
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. T. Rowe Price Associates, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Associates is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

T. Rowe Price Associates, Inc.

Signature:	Ellen York
Name/Title:	Vice President
Date:	08/14/2025

FAQ

How many Toro Co shares does T. Rowe Price report owning?

T. Rowe Price reports beneficial ownership of 4,170,500 shares of Toro Co common stock.

What percent of Toro's class does that represent?

The reported position represents 4.2% of the class.

How much voting and dispositive power does T. Rowe Price hold in Toro?

The filer reports sole voting power over 3,988,287 shares and sole dispositive power over 4,145,484 shares.

Is this Schedule 13G/A indicative of an attempt to influence control at Toro?

No. The filing contains a certification that the shares were acquired and are held in the ordinary course of business and not to change or influence control.

Does the filing indicate any group affiliation or parent/subsidiary acquisition?

No. The filing states Not Applicable for group members and parent/subsidiary acquisition items.