TTC

• On July 21, 2026, The Toro Company's Board elected Edric C. Funk as President and CEO, effective November 1, 2026, and as a Board member effective immediately.
• Richard M. Olson will transition from CEO to Executive Chairman, effective November 1, 2026, after serving as CEO since November 2016.
• Olson's annual base salary as Executive Chairman will be $763,000, effective November 1, 2026, with a fiscal 2027 cash incentive target of 130% of base salary.
• The Board increased its size from nine to ten directors to elect Funk, who will not receive director fees while employed.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Reported diluted EPS increased 9.5% to $1.50; adjusted EPS up 12.7% to $1.60.
• Professional segment net sales grew 9.1% to $1.11 billion; Residential segment up 4.4% to $310.4 million.
• Company raised full-year net sales growth guidance to 4.0%-6.5% and adjusted EPS to $4.50-$4.62.
• Returned $228 million to shareholders during the quarter.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Stockholders approved The Toro Company 2026 Equity Plan, effective March 17, 2026, replacing the 2022 Equity and Incentive Plan for future equity awards.
• The Board approved The Toro Company 2026 Annual Incentive Plan, a cash incentive plan separate from the equity plan.
• Stockholders approved amendments to the Restated Certificate of Incorporation to eliminate or limit officer liability and change par value from $1.00 to $0.01 per share.
• Three directors were elected: Dianne C. Craig, Eric P. Hansotia, and D. Christian Koch, each for a term ending at the 2029 annual meeting.

3.03 Material Modification to Rights of Security Holders · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 5.07 Submission of Matters to a Vote of Security Holders · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Reported diluted EPS was $0.69; adjusted EPS was $0.74, up 14% year-over-year.
• Professional segment net sales increased 7.2% to $824.0 million; Residential segment net sales decreased 6.8% to $206.0 million.
• Company raised full-year guidance: net sales growth now 3% to 6.5% (up from 2% to 5%) and adjusted EPS now $4.40 to $4.60 (up from $4.35 to $4.50).
• Returned $133 million to shareholders during the quarter.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Full-year reported diluted EPS were $3.17, down from $4.01; adjusted diluted EPS were $4.20, up from $4.17.
• Fourth-quarter net sales were $1.07 billion, down 1% from $1.08 billion; reported diluted EPS were $0.74, adjusted $0.91.
• Professional segment full-year earnings margin was 19.4%, up from 18.0%; record free cash flow of $578 million.
• Fiscal 2026 guidance: net sales growth 2% to 5%, adjusted diluted EPS $4.35 to $4.50.
• AMP run-rate savings target increased to $125 million by 2027, up from $100 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The Toro Company completed its acquisition of Tornado Infrastructure Equipment Ltd. on December 8, 2025.
• Toro paid CAD $1.92 per share, totaling CAD $279 million fully diluted equity value, financed with cash and credit facilities.
• The acquisition is expected to be neutral to adjusted EPS in the first year and accretive thereafter, with $3 million USD annual cost synergies expected over three years.
• Toro's Board also authorized a new repurchase of up to 6 million shares and declared a quarterly dividend of $0.39 per share.

2.01 Completion of Acquisition or Disposition of Assets · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Tornado is a Calgary-based manufacturer of vacuum trucks and industrial equipment for underground construction, power transmission, and energy markets.
• The acquisition is expected to close in Toro's fiscal 2026 first quarter, subject to shareholder and regulatory approvals and customary conditions.
• Toro plans to fund the all-cash deal with existing credit facilities and other financing; no financing condition applies.
• Toro expects annual run-rate cost synergies of $3 million (USD) over three years and marginal first-year earnings accretion.

1.01 Entry into a Material Definitive Agreement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Proceeds will be used to fully repay the $200 million outstanding under Toro's Term Loan Credit Agreement dated April 27, 2022, and for general corporate purposes.
• The notes are senior unsecured obligations with interest payable semiannually on March 30 and September 30, beginning March 30, 2026.
• The note purchase agreement includes customary covenants, a maximum leverage ratio covenant, and a most favored lender covenant.
• The notes were issued in a private placement under Section 4(a)(2) of the Securities Act and are not registered under the Securities Act.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits