Toro Company Files 8-K: Material Agreement

TL;DR

TTC filed an 8-K for a material agreement. Details TBD.

AI Summary

On October 8, 2025, The Toro Company (TTC) filed an 8-K, reporting an entry into a material definitive agreement. The filing also included Regulation FD disclosures and financial statements/exhibits. Specific details of the agreement were not disclosed in the provided text.

Why It Matters

This filing indicates a significant business development for The Toro Company, potentially impacting its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing itself is routine, but the 'material definitive agreement' could represent a significant change or risk depending on its nature.

Key Players & Entities

• TORO CO (company) — Registrant
• 0000737758 (company) — Central Index Key
• 410580470 (company) — EIN
• MN (company) — State of Incorporation
• 1031 (company) — Fiscal Year End
• 001-08649 (company) — SEC File Number
• 8111 Lyndale Avenue South (company) — Principal Executive Offices Address
• Bloomington (company) — City
• 55420 (company) — Zip Code
• 9528888801 (company) — Business Phone

FAQ

Key Financial Figures

• $1.00 — ich registered Common Stock, par value $1.00 per share TTC New York Stock Exchange
• $1.92 — l outstanding shares of Tornado for CAD $1.92 per share for a total fully diluted equ
• $279 million — total fully diluted equity value of CAD $279 million. The Company, the Purchaser, and Torn

Filing Documents

• ttc-20251008.htm (8-K) — 42KB
• cyclonearrangementagreement.htm (EX-2) — 713KB
• cyclonepressrelease.htm (EX-99) — 16KB
• torologoa.jpg (GRAPHIC) — 77KB
• 0001628280-25-044620.txt ( ) — 1183KB
• ttc-20251008.xsd (EX-101.SCH) — 2KB
• ttc-20251008_lab.xml (EX-101.LAB) — 19KB
• ttc-20251008_pre.xml (EX-101.PRE) — 11KB
• ttc-20251008_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 6, 2025, The Toro Company, a Delaware corporation (the "Company") and Tornado Acquisition Company ULC, an unlimited liability corporation incorporated under the laws of Alberta ("Purchaser"), entered into an Arrangement Agreement (the "Agreement") with Tornado Infrastructure Equipment Ltd. (TSX-V: TGH), a corporation existing under the laws of the Province of Alberta ("Tornado"), to acquire all of the issued and outstanding securities of Tornado (the "Acquisition"). Tornado is a publicly held manufacturer of vacuum trucks and industrial equipment solutions for the underground construction, power transmission and energy markets. The Acquisition is currently anticipated to close during the Company's fiscal 2026 first quarter. The Agreement provides that, upon the terms and subject to the conditions set forth in the Agreement, at the effective time of the Acquisition, all common shares of Tornado shall be transferred to the Purchaser (free and clear of all liens), and Tornado will become a wholly-owned subsidiary of the Purchaser. Subject to the terms and conditions of the Agreement, the Company will purchase all outstanding shares of Tornado for CAD $1.92 per share for a total fully diluted equity value of CAD $279 million. The Company, the Purchaser, and Tornado have made customary representations, warranties, covenants and indemnities in the Agreement. Subject to certain limitations, the Company, the Purchaser and Tornado have agreed to indemnify the other party for certain matters, including breaches of representations, warranties and covenants. The Agreement and the Acquisition contemplated thereby have been approved by the Board of Directors of the Company, and subsequent to the execution of the Agreement, Tornado will seek the requisite approval of the Tornado shareholders. In addition to approval by Tornado's shareholders, the completion of the Acquisition is subject to certain antitrus

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 6, 2025, the Company issued a press release announcing the execution of the Agreement described in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in this Item 7.01 and Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. This Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy any securities.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1* Arrangement Agreement dated as of October 6, 2025 among The Toro Company, Tornado Acquisition Company ULC, and Tornado Infrastructure Equipment Ltd. 99.1 Press Release dated October 6, 2025 issued by The Toro Company * Certain exhibits and schedules to the Arrangement Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish the omitted exhibits and schedules to the SEC upon request by the SEC.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and that are subject to the safe harbor created by those sections. In addition, the Company or others on its behalf may make forward-looking statements relating to the pending Acquisition from time to time in oral presentations, including telephone conferences and/or web casts open to the public, in press releases or reports, on our web sites or otherwise. Statements that are not historical are forward-looking and reflect expectations and assumptions. Forward-looking statements are based on the Company's current expectations of future events, and often can be identified in this report and elsewhere by using words such as "expect," "strive," "looking ahead," "outlook," "guidance," "forecast," "goal," "optimistic," "anticipate," "continue," "plan," "estimate," "project," "believe," "should," "could," "will," "would," "possible," "may," "likely," "intend," "can," "seek," "potential," "pro forma," or the negative thereof and similar expressions or future dates. Some of the forward-looking statements in this report about the Company's acquisition of Tornado include the expectation that the Acquisition will close during the Company's fiscal 2026 first quarter, the expectation the requisite approval of the Tornado shareholders will be received after execution of the Agreement, and the Company's plans for funding the Acquisition. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or implied. The following are some of the factors known to the Company that could cause the Company's actual results to differ materially from what the Company has anticipated in its forward-looking statements: delays in completing the Acquisition and the risk that the Acquisition may not b