12/18/2025 | Press release | Distributed by Public on 12/18/2025 15:26
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | (3) | (3) | Common Stock | 20,632 | 20,632 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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JANEY GREGORY S 8111 LYNDALE AVENUE SOUTH BLOOMINGTON, MN 55420 |
Group VP, Landscapes & Contrac | |||
| /s/ Joanna M. Totsky, Attorney-in-Fact | 12/18/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents the payout of a Performance Share Award for the Fiscal 2023 to Fiscal 2025 Performance Period under The Toro Company 2022 Equity and Incentive Plan, as approved by the Issuer's Compensation & Human Resources Committee of its Board of Directors on December 9, 2025, and which was conditioned upon and subject to confirmation by the Issuer's Fiscal 2025 financial results that were released on December 17, 2025. The reporting person has deferred the payout of his Performance Share Award under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan"), and accordingly, the reporting person's Performance Share Award is paid in performance share units under the Deferred Plan. |
| (2) | Each restricted stock unit represents a contingent right to receive one share of TTC common stock. |
| (3) | The restricted stock units vest and become non-forfeitable in full on October 10, 2028, which is the third anniversary of the date of grant. |