Toro Company VP and General Counsel Joanna Totsky Reports Restricted Stock Unit Vesting and Share Ownership Update

Restricted Stock Unit Vesting on July 13, 2026

The disclosure states that on July 13, 2026, Joanna M. Totsky acquired 20.305 shares of Toro Company common stock through the vesting of restricted stock units, recorded under transaction code "M," which denotes the exercise or conversion of derivative securities. The applicable price associated with the transaction was reported as $93.33 per share. This vesting event forms the core of the ownership changes reported in the filing, and reflects the scheduled conversion of a previously granted equity award into actual shares of common stock.

According to the disclosure, the restricted stock units that vested on this date were originally granted on June 20, 2023, and were structured to vest in three equal annual installments commencing on the first anniversary of the grant date. The 20.305 units represent the final installment, including accumulated dividend equivalents associated with the award. Each restricted stock unit was described in the disclosure as representing a contingent right to receive one share of TTC common stock, and the derivative security carried a stated price of $0 at the time of conversion.

Tax Withholding Transaction Reduces Direct Share Balance

Immediately following the vesting event, the disclosure records a second transaction on July 13, 2026: the disposal of 6 shares of common stock, coded "F," which is the standard code used to indicate shares withheld by the issuer to satisfy a tax withholding obligation. The price associated with this disposal was also recorded at $93.33 per share, consistent with the valuation applied to the vested shares. This type of transaction is routine in equity compensation arrangements and does not represent a discretionary open-market sale by the executive.

After accounting for both the acquisition of 20.305 shares through vesting and the disposal of 6 shares for tax purposes, Totsky's directly held balance of Toro Company common stock stood at 7,734.291 shares, as reported in the disclosure. The fractional share figures reflect the inclusion of dividend equivalent units that accrued over the life of the restricted stock award, a common feature of long-term equity compensation programs.

Indirectly Held Shares Through The Toro Company Retirement Plan

In addition to her directly held shares, the disclosure also identifies an indirect beneficial ownership position. Totsky holds 1.04 shares of Toro Company common stock indirectly through The Toro Company Retirement Plan. The filing notes that this figure includes 0.004 shares of common stock acquired under the dividend reinvestment feature of the retirement plan since the date of her last report.

The small incremental increase in indirectly held shares through dividend reinvestment is consistent with routine participation in an employer-sponsored retirement plan. While the indirect holding represents a nominal position relative to her direct ownership, its disclosure is required under Section 16(a) of the Securities Exchange Act of 1934, which mandates that corporate officers, directors, and beneficial owners of more than ten percent of a registered equity class report all changes in their beneficial ownership of company securities. Totsky's role as an officer of the company places her squarely within that reporting obligation.

Outstanding Restricted Stock Units From December 2025 Grant

The disclosure also provides an update on Totsky's remaining unvested equity awards. As of the transactions reported, she holds 2,725.125 restricted stock units that remain outstanding and unvested. These units were granted on December 22, 2025, and are also structured to vest in three equal annual installments beginning on the first anniversary of the grant date. Like the earlier award, each unit represents a contingent right to receive one share of TTC common stock, and the award includes associated dividend equivalents.

The December 2025 grant of 2,725.125 restricted stock units represents a meaningful forward-looking equity commitment by the company to a key member of its executive and legal leadership team. The vesting schedule, which begins on the first anniversary of the December 22, 2025 grant date, means the first tranche would become exercisable in December 2026, based on the schedule described in the filing. The company did not disclose the specific number of shares in each individual tranche within the filing.

Totsky's Role as VP, General Counsel, and Corporate Secretary

Joanna M. Totsky is identified in the disclosure as holding the title of Vice President, General Counsel, and Corporate Secretary of The Toro Company. In that capacity, she is a named officer of the issuer and therefore subject to the insider ownership reporting requirements applicable to Section 16 reporting persons. Her address is listed in the filing as 8111 Lyndale Avenue South, Bloomington, Minnesota 55420, which corresponds to The Toro Company's corporate headquarters.

As General Counsel and Corporate Secretary, Totsky occupies a senior position within the company's legal and governance structure. Officers in such roles typically hold equity compensation that is intended to align their long-term interests with those of shareholders. The equity awards disclosed in this report — including the now-vested June 2023 grant and the outstanding December 2025 grant — are consistent with this type of long-term incentive structure, though the company did not provide additional commentary on compensation program design within this particular disclosure.

Toro Company Common Stock Pricing Context at the Time of Transactions

The transactions reported in the disclosure reference a per-share price of $93.33 for both the vesting acquisition and the tax withholding disposal on July 13, 2026. This figure is used for reporting purposes in connection with the restricted stock unit vesting and represents the value at which shares were recognized for the withholding calculation. The immediate share price impact of these transactions was not clear from available public information.

It is important to note that the $93.33 figure disclosed in the filing is associated with the compensation event and tax withholding, not an open-market transaction. The transactions reported here involve no discretionary buying or selling of shares on the open market by the executive. Investors and analysts who track insider transactions may note this distinction when assessing the nature and significance of the reported activity.

Structure of the June 2023 Restricted Stock Unit Grant

The now-fully-vested restricted stock unit grant from June 20, 2023 was structured to vest over three years, with equal annual installments beginning on the first anniversary of the grant date. The 20.305 units converted in this most recent transaction, including accumulated dividend equivalents, represent the completion of that three-year vesting cycle. The filing confirms that following this transaction, no further unvested units from the June 2023 grant remain outstanding for Totsky.

The inclusion of dividend equivalents in the vested total — which accounts for the fractional share figures seen throughout the disclosure — reflects the accumulation of notional dividends on the underlying restricted stock units over the life of the award. This is a standard design feature for restricted stock unit awards at many public companies and results in a slightly higher final share count than the original number of units granted. The filing does not disclose the original grant size for the June 2023 award beyond what is reflected in the vesting details provided.

Compliance and Reporting Obligations Under Section 16

The disclosure was filed on July 15, 2026, two days after the transactions occurred on July 13, 2026. The report was signed by Joanna M. Totsky on July 14, 2026. Section 16(a) of the Securities Exchange Act of 1934 generally requires officers, directors, and significant shareholders to report changes in their beneficial ownership of company equity securities within two business days of the relevant transaction, making this disclosure timely in accordance with the applicable regulatory framework.

The filing was identified as being filed by one reporting person, with no indication of a joint or group filing. The disclosure does not indicate that any transaction was made pursuant to a Rule 10b5-1 trading plan, as the relevant checkbox for that affirmative defense was not checked in the filing. The company did not disclose any additional commentary within the filing regarding the circumstances of the transactions beyond the standard disclosures required by applicable reporting rules.

Aggregate Beneficial Ownership Position Following Reported Transactions

Following all transactions reported in the disclosure, Totsky's total beneficial ownership of Toro Company common stock can be summarized as follows based on the filing: 7,734.291 shares held directly, and 1.04 shares held indirectly through The Toro Company Retirement Plan. In addition, she retains 2,725.125 restricted stock units held directly, representing contingent rights to receive common stock upon future vesting under the December 2025 grant schedule.

Taken together, the direct and indirect share holdings, along with the outstanding restricted stock units, illustrate Totsky's overall equity interest in The Toro Company as of the date of the most recent transactions. Investors who monitor insider ownership levels at TTC may find this updated position relevant when assessing alignment between executive compensation and shareholder value, though the filing itself does not offer any forward-looking commentary from the company or the reporting individual.