Toro Company Enters Material Definitive Agreement

Ticker: TTC · Form: 8-K · Filed: 2025-09-30T00:00:00.000Z

Sentiment: neutral

Topics: material-definitive-agreement, financial-obligation, off-balance-sheet

Related Tickers: TTC

TL;DR

TTC signed a big deal, could be debt or something off-balance sheet.

AI Summary

On September 30, 2025, The Toro Company (TTC) entered into a material definitive agreement, likely related to a financial obligation. The filing indicates the creation of a direct financial obligation or an off-balance sheet arrangement for the registrant. Specific details of the agreement, including dollar amounts and the exact nature of the obligation, are not provided in this summary section of the 8-K.

Why It Matters

This filing signals a significant financial commitment or arrangement for Toro Company, which could impact its balance sheet and future financial flexibility.

Risk Assessment

Risk Level: medium — The nature of the financial obligation or off-balance sheet arrangement is not fully disclosed, creating uncertainty about its potential impact.

Key Players & Entities

FAQ

What is the specific nature of the material definitive agreement entered into by The Toro Company?

The filing states that The Toro Company entered into a material definitive agreement and that this resulted in the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. However, the specific terms and nature of this agreement are not detailed in the provided excerpt.

When did this material definitive agreement become effective?

The earliest event reported in this 8-K filing is dated September 30, 2025, which is also the date of the report.

What is The Toro Company's fiscal year end?

The Toro Company's fiscal year ends on October 31st.

What is the principal executive office address for The Toro Company?

The principal executive offices of The Toro Company are located at 8111 Lyndale Avenue South, Bloomington, Minnesota 55420.

What is the SIC code associated with The Toro Company?

The Standard Industrial Classification (SIC) code for The Toro Company is 3524, which corresponds to LAWN & GARDEN TRACTORS & HOME LAWN & GARDEN EQUIPMENT.

Filing Stats: 1,122 words · 4 min read · ~4 pages · Grade level 11.9 · Accepted 2025-09-30 16:56:35

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 30, 2025, The Toro Company ("TTC") entered into a note purchase agreement (the "2025 Note Purchase Agreement") with the purchasers named therein to which TTC agreed to issue and sell, and the purchasers agreed to purchase, an aggregate principal amount of $200 million of TTC's 5.27% Senior Notes due September 30, 2032 (the "2025 Notes"). On that same date, TTC issued the 2025 Notes to the purchasers named in the 2025 Note Purchase Agreement pursuant thereto. TTC intends to use the proceeds from the 2025 Notes to fully repay the entire $200 million in indebtedness outstanding under TTC's Term Loan Credit Agreement, dated as of April 27, 2022, by and among TTC, Bank of America, N.A., as Administrator Agent, Wells Fargo Bank, National Association and U.S. Bank National Association, as Co-Syndication Agents and the Other Lenders Party Thereto, and for general corporate purposes. The 2025 Note Purchase Agreement contains customary representations and warranties of TTC, as well as certain covenants, including limitations on transactions with affiliates, mergers, consolidations and asset sales and the incurrence of liens and subsidiary indebtedness. The 2025 Note Purchase Agreement also contains (i) a maximum leverage ratio covenant, and (ii) a most favored lender covenant, which effectively incorporates any interest coverage or fixed charge covenant from any material credit facility of TTC or its subsidiaries. The 2025 Note Purchase Agreement also contains customary events of default (subject in certain cases to specified cure periods), including, but not limited to, non-payment, breach of covenants, representations and warranties, cross defaults, bankruptcy or other insolvency events, judgments and ERISA events. The 2025 Notes are senior, unsecured obligations of TTC and will mature on September 30, 2032. Interest on the 2025 Notes is payable semiannually on the 30th day of March and September in

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Note Purchase Agreement, dated as of September 30, 2025, by and among The Toro Company and the Purchasers Listed on the Purchaser Schedule Thereto (filed herewith). 10.2 Form of 5.27% Senior Note due September 20, 2032 ( filed herewith ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. TTC agrees to furnish supplementally a copy of any omitted attachment to the Securities and Exchange Commission on a confidential basis upon request. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE TORO COMPANY (Registrant) Date: September 30, 2025 /s/ Joanna M. Totsky Joanna M. Totsky Vice President, General Counsel and Corporate Secretary

View on Read The Filing