Form 4: Toro CEO Olson Reports Stock Transactions

Toro Co. Chairman and CEO Richard M. Olson reported the acquisition and disposition of common stock, alongside changes in beneficial ownership, related to a performance share award and dividend reinvestment.

Summary

• Richard M. Olson, Chairman & CEO of The Toro Co. (TTC), reported transactions on December 17, 2025.
• Acquired 7,122 shares of Common Stock at a price of $80.43 per share, representing the payout of a Performance Share Award.
• Disposed of 3,248 shares of Common Stock at $80.43 per share to cover tax withholding obligations related to the performance award.
• Following these transactions, direct beneficial ownership of Common Stock is 38,186.461 shares.
• Indirectly owns 17,728.734 shares of Common Stock through The Toro Company Retirement Plan.
• Directly holds 170,144.66 Performance Share Units.
• The Performance Share Award was for the Fiscal 2023 to Fiscal 2025 Performance Period, approved by the Compensation & Human Resources Committee on December 9, 2025, and was contingent on Fiscal 2025 financial results released on December 17, 2025.
• An additional 176.677 net shares were acquired in The Toro Company Retirement Plan via dividend reinvestment since the last report, less administrative fees.
• An additional 1,698.110 performance share units were acquired in The Toro Company Deferred Compensation Plan for Officers via dividend reinvestment since the last report.

Sentiment

Score: 6

Explanation: The filing reports routine executive compensation transactions, including the payout of a performance share award, which indicates the company met its performance targets. This is generally a neutral to slightly positive signal, as it reflects standard corporate governance and compensation practices.

Positives

• The payout of a Performance Share Award indicates that The Toro Company met its performance targets for the Fiscal 2023-2025 period.
• Continued insider ownership and participation in dividend reinvestment plans demonstrate ongoing alignment of executive interests with shareholders.

Negatives

• A portion of the acquired shares (3,248 shares) was immediately disposed of to cover tax withholding, which is a standard practice but reduces the net increase in direct ownership.

Future Outlook

This filing is a report of past insider transactions and does not contain explicit forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Form 4 filing details executive compensation and insider stock transactions, which are internal company matters and do not directly provide broader industry context or trends.

Related Party Transactions

• The reported transactions involve the acquisition and disposition of The Toro Company's securities by its Chairman & CEO, which are considered related party transactions as part of executive compensation.

Stakeholder Impact

• Shareholders: Provides transparency regarding executive compensation and changes in insider ownership, which can inform investment decisions.
• Employees: Reflects the company's executive compensation structure and the achievement of performance targets that trigger equity awards.

Key Dates

Recommendation

The filing details routine executive compensation transactions, specifically the payout of a performance share award and subsequent tax-related disposition. These actions are standard and do not provide new fundamental information to alter an investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

Toro Co, TTC, Richard M. Olson, Insider Trading, Form 4, Stock Transaction, Performance Share Award, Equity Compensation, CEO Stock