Form 4: Toro VP Moeller Reports Performance Share Payout

Peter D. Moeller, Group VP at The Toro Company, reported the acquisition of 421 performance share units as a payout for the Fiscal 2023-2025 period.

Summary

• Peter D. Moeller, Group VP, Underground, Specialty Construction & International at The Toro Company (TTC), acquired 421 performance share units on December 17, 2025.
• This acquisition 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.
• The payout was approved by the Issuer's Compensation & Human Resources Committee on December 9, 2025, and was conditioned upon the company's Fiscal 2025 financial results, which were released on December 17, 2025.
• Moeller has deferred the payout of his Performance Share Award under The Toro Company Deferred Compensation Plan for Officers, receiving performance share units under this plan.
• Following this transaction, Moeller directly beneficially owns 3,162.14 performance share units, 603.073 shares of common stock, and 21,578.722 restricted stock units.
• Indirect beneficial ownership includes 5,610.307 shares of common stock held by the Moeller Family Trust and 4,175.829 shares held in The Toro Company Retirement Plan.
• Various holdings include shares and units acquired through dividend reinvestment features since the last report, such as 13.642 performance share units, 3.047 shares of common stock (direct), 87.297 shares of common stock (indirect via trust), and 20.774 net shares (indirect via retirement plan).
• An account holding 5,610.307 shares of common stock, held by the Moeller Family Trust, was inadvertently omitted from previous Forms 4 filed on October 10, 2025, and October 14, 2025, and is now included.

Sentiment

Score: 7

Explanation: The acquisition of performance share units by a key executive indicates successful achievement of performance targets, which is a positive signal for the company. The increase in holdings through dividend reinvestment also shows continued confidence. The minor administrative error of a previous omission does not significantly detract from the overall positive sentiment.

Positives

• Executive Peter D. Moeller received 421 performance share units, indicating the company met performance targets for the Fiscal 2023-2025 period.
• The executive's holdings increased through dividend reinvestment features across multiple accounts, demonstrating continued investment and alignment with shareholder interests.
• The deferral of the performance share award into units under a deferred compensation plan aligns the executive's long-term interests with the company's sustained performance.

Negatives

• An account holding 5,610.307 shares of common stock was inadvertently omitted from previous Forms 4 filed on October 10, 2025, and October 14, 2025, requiring a correction in this filing.

Future Outlook

The filing details future vesting schedules for Restricted Stock Units, with one tranche vesting in three equal annual installments commencing on the first anniversary of the March 1, 2023 grant date, and another tranche vesting in full on October 10, 2028. The executive's performance share award has been deferred into units, aligning future compensation with company performance.

Industry Context

This insider transaction report reflects standard executive compensation practices within publicly traded companies, where performance-based equity awards are granted and vest based on company performance and continued service. It does not provide broader industry trends or competitive analysis.

Stakeholder Impact

• Shareholders benefit from increased alignment of executive compensation with company performance, as the executive's interests are tied to the long-term value of the company through performance share units and deferred compensation.

Next Steps

• Continued vesting of Restricted Stock Units according to their respective schedules (three equal annual installments commencing March 1, 2024, and in full on October 10, 2028).

Key Dates

Recommendation

The Form 4 indicates that a senior executive received a significant payout of performance share units, suggesting the company met its financial and operational targets for the Fiscal 2023-2025 period. This aligns management's incentives with shareholder value creation and is generally a positive indicator. However, as an insider transaction report, it primarily reflects compensation and ownership structure rather than new operational or financial news that would warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate for existing investors, while new investors should consider broader company fundamentals.

Keywords

Toro Company, TTC, SEC Form 4, Insider Transaction, Performance Share Units, Restricted Stock Units, Executive Compensation, Stock Ownership, Dividend Reinvestment