Every material Form 8-K Toro has filed with the SEC since March 06, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
The Toro Company increased its board from ten to eleven members and elected David W. Huml, president and chief executive officer of Tennant Company, as a director effective immediately. Huml also joins the Audit Committee and Finance Committee, and will serve in the class of directors with a term expiring at the 2027 annual meeting. The appointment is a board change rather than a change in operations or financial results.
Board size increased from ten to eleven directors on September 21, 2026
David W. Huml, president and CEO of Tennant Company, elected to the Board and to the Audit and Finance Committees
Huml will receive customary non-employee director compensation, as described in the proxy statement for the March 17, 2026 annual meeting
Filing states no arrangements or reportable related-person transactions involving Huml
Toro reported fiscal third-quarter 2026 results for the period ended July 31, 2026, with net sales up 8.4% to $1.23 billion and GAAP diluted EPS of $0.81, up from $0.54. The company raised its full-year net sales growth and adjusted EPS guidance, which matters to shareholders because it signals higher expected results for fiscal 2026.
Third-quarter net sales were $1.23 billion, up 8.4% year over year; GAAP diluted EPS was $0.81 versus $0.54, and adjusted diluted EPS was $1.33 versus $1.24.
Full-year fiscal 2026 net sales growth guidance was raised to 6.3% to 6.6%, from 4.0% to 6.5%.
Full-year adjusted EPS guidance was raised to $4.60 to $4.65, from $4.50 to $4.62.
Toro returned $110 million to shareholders in the quarter, bringing the year-to-date total to $471 million.
The Toro Company said its board elected President and Chief Operating Officer Edric C. Funk as president and chief executive officer, effective November 1, 2026, as part of a planned succession. Richard M. Olson, CEO since November 2016, will become executive chairman on the same date, and Funk joined the board immediately.
Funk was elected by the board on July 21, 2026, joined the company in 1996, and has been president and COO since September 2025.
Funk's annual base salary rises from $715,000 to $1,000,000 effective November 1, 2026, with a fiscal 2027 cash incentive target of 120% of base salary.
Olson's base salary will be $763,000 as executive chairman, with a fiscal 2027 cash incentive target of 130% of base salary, effective November 1, 2026.
The board increased its size from nine to ten directors to seat Funk, whose term ends at the 2027 annual meeting.
Toro reported fiscal second-quarter 2026 results, with net sales up 8.1% to $1.42 billion and diluted EPS up 9.5% to $1.50 (adjusted EPS up 12.7% to $1.60). The company raised its full-year adjusted EPS guidance to $4.50 to $4.62 from $4.40 to $4.60, and raised its net sales growth range to 4.0% to 6.5% from 3.0% to 6.5%.
Q2 net sales rose 8.1% year over year to $1.42 billion; Professional segment sales rose 9.1% to $1.11 billion.
Diluted EPS was $1.50, up from $1.37; adjusted diluted EPS was $1.60, up from $1.42.
Full-year fiscal 2026 adjusted EPS guidance was raised to $4.50 to $4.62, from $4.40 to $4.60.
Company returned $228 million to shareholders through dividends and share repurchases in the quarter, and reported free cash flow of $265.5 million for the first six months.
At its March 17, 2026 annual meeting, Toro stockholders approved a new 2026 Equity Plan, two charter amendments, and the election of three directors to terms ending in 2029. The charter amendments, which change the par value of all capital stock from $1.00 to $0.01 per share and limit officer liability under Delaware law, took effect on March 17, 2026.
The 2026 Equity Plan authorizes a maximum of 3,650,000 new shares, plus certain shares remaining under the 2022 Plan, and replaces the 2022 Plan for future equity awards.
Stockholders approved changing the par value of all capital stock from $1.00 to $0.01 per share, effective March 17, 2026.
Dianne C. Craig, Eric P. Hansotia and D. Christian Koch were elected as directors for terms ending at the 2029 annual meeting; KPMG LLP was ratified as auditor for fiscal 2026.
Toro reported first-quarter fiscal 2026 net sales of $1.04 billion, up 4% from a year earlier, and reported EPS of $0.69 versus $0.52, with adjusted EPS up 14% to $0.74. The company raised its full-year net sales growth guidance to 3% to 6.5% and adjusted EPS guidance to $4.40 to $4.60, while the Residential segment's sales and earnings declined.
Net sales rose 4% to $1.04 billion; Professional up 7.2% to $824.0 million, Residential down 6.8% to $206.0 million
Reported diluted EPS was $0.69 versus $0.52; adjusted EPS was $0.74 versus $0.65
Full-year adjusted EPS guidance raised to $4.40 to $4.60 from $4.35 to $4.50
Company returned $133 million to shareholders in the quarter, including $94.9 million of stock repurchases and $38.3 million of dividends
Toro reported fiscal 2025 results for the year ended October 31, 2025. Net sales fell 2% to $4.51 billion and reported diluted EPS fell 21% to $3.17, while adjusted diluted EPS rose 1% to $4.20, which the company said beat its expectations. The company guided to fiscal 2026 adjusted diluted EPS of $4.35 to $4.50 and net sales growth of 2% to 5%.
Full-year net sales were $4.51 billion, down from $4.58 billion; reported net earnings were $316.1 million, down from $418.9 million, including an $81.1 million non-cash impairment charge.
Full-year adjusted diluted EPS was $4.20, up from $4.17; fourth-quarter reported diluted EPS was $0.74 versus $0.87 a year earlier.
Free cash flow was $578 million, and the company returned $441 million to shareholders through dividends and common stock repurchases.
Fiscal 2026 guidance includes adjusted diluted EPS of $4.35 to $4.50 and net sales growth of 2% to 5%, including about 2% from the Tornado acquisition.
Toro completed its purchase of Tornado Infrastructure Equipment Ltd., a Calgary-based maker of vacuum trucks, on December 8, 2025, for CAD $1.92 per share, or $279 million (CAD) on a fully diluted equity basis. The company expects the deal to be neutral to adjusted earnings per share in the first year and increasingly accretive after that, and it will give Tornado's 2026 contribution guidance on its December 17, 2025 earnings call. Separately, the board raised the quarterly dividend to $0.39 per share and authorized up to 6 million more shares for repurchase.
Acquisition completed December 8, 2025, at CAD $1.92 per share, a total fully diluted equity value of $279 million (CAD), funded with cash on hand, revolver borrowings and other financial arrangements.
Tornado generated net sales of about $161 million (CAD) in the 12 months ended September 30, 2025; the company expects the deal to be neutral to adjusted EPS in year one.
Expected annual run-rate cost synergies of $3 million (USD) over three years.
Quarterly dividend raised to $0.39 per share from $0.38, payable January 12, 2026, to holders of record on December 22, 2025; total repurchase authorization now 10,391,790 shares.
On October 6, 2025, The Toro Company agreed to acquire all outstanding shares of Tornado Infrastructure Equipment Ltd., a Canadian maker of vacuum trucks, for CAD $1.92 per share, a fully diluted equity value of CAD $279 million. The deal is not subject to a financing condition and is expected to be funded with cash on hand, borrowings under Toro's revolving credit facility and other possible financing, and is expected to close in Toro's fiscal 2026 first quarter. Completion requires Tornado shareholder approval and antitrust and other regulatory approvals.
Purchase price is CAD $1.92 per share in cash, a 4 percent premium to Tornado's latest closing share price.
Tornado had net sales of approximately $149 million (CAD) in the 12 months ended June 30, 2025.
Toro expects $3 million (USD) in annual run-rate cost synergies over three years and a marginally accretive effect on earnings in the first year, excluding purchase price accounting and transaction-related adjustments.
Either party may terminate the agreement if the deal is not completed by February 6, 2026.
Toro sold $200 million of 5.27% senior notes maturing September 30, 2032, in a private placement on September 30, 2025. The company said it will use the proceeds to fully repay its $200 million term loan and for general corporate purposes, and the notes add new debt obligations that carry covenants, including a maximum leverage ratio.
Issued $200 million of 5.27% senior notes due September 30, 2032, in a private placement on September 30, 2025
Proceeds to fully repay the $200 million outstanding under the Term Loan Credit Agreement dated April 27, 2022, plus general corporate purposes
Interest payable semiannually on March 30 and September 30, beginning March 30, 2026
Contains a maximum leverage ratio covenant and a make-whole premium on optional prepayment
Toro disclosed that Amy Dahl, Vice President, International, notified the company on September 17, 2025 that she will leave effective September 30, 2025, to pursue other interests. The filing states her departure was not due to any disagreement with the company on operations, policies, or practices.
Amy Dahl, Vice President, International, is leaving the company
Notice given to the company on September 17, 2025; departure effective September 30, 2025
Company states the departure was not due to any disagreement on operations, policies, or practices
The Toro Company reported fiscal 2025 third-quarter net sales of $1.13 billion, down 2% from a year earlier, and reported diluted EPS of $0.54 versus $1.14, after an $81 million non-cash impairment charge tied to the Spartan business. Adjusted diluted EPS rose 5% to $1.24, but management now expects full-year net sales and adjusted diluted EPS at the lower end of prior guidance ranges.
Q3 net sales $1.13 billion, down 2%; Residential segment net sales down 27.9% to $192.8 million
Q3 reported diluted EPS $0.54 vs. $1.14; adjusted diluted EPS $1.24 vs. $1.18, up 5%
Fiscal 2025 guidance: net sales flat to down 3%, adjusted diluted EPS of about $4.15, at the lower end of prior ranges
AMP cost program: $75 million in annualized savings today, targeting at least $100 million by 2027
Toro's board appointed Edric C. Funk, a company veteran since 1996, as president and chief operating officer effective September 1, 2025. He will take responsibility for all of the company's global businesses and integrated supply chain operations, and will continue to report to Chairman and CEO Richard M. Olson. The filing also sets his base salary at $700,000 and grants him a one-time restricted stock unit award with an approximate value of $1.5 million.
Edric C. Funk, age 53, was appointed president and chief operating officer effective September 1, 2025, subject to his acceptance, which the company announced on August 12, 2025.
Funk will assume responsibility for all global businesses and integrated supply chain operations and will continue to report to Richard M. Olson, chairman and chief executive officer.
Base compensation is set at $700,000, with an annual incentive payout target of 90% of base salary for the remainder of fiscal 2025.
A one-time restricted stock unit grant with a value of approximately $1.5 million vests in three equal installments on the first, second and third anniversaries of the grant date.
The Toro Company reported fiscal second-quarter 2025 net sales of $1.32 billion, down 2% from a year earlier, with reported diluted EPS of $1.37 versus $1.38 and adjusted diluted EPS of $1.42 versus $1.40. It also updated fiscal 2025 guidance to net sales flat to down 3% and adjusted diluted EPS of $4.15 to $4.30, citing reduced volume from macro factors and anticipated tariff impacts. Shareholders face mixed results: Professional segment earnings rose to $202.1 million, while Residential segment earnings fell to $16.1 million from $36.1 million.
Q2 net sales $1,317.9 million vs. $1,349.0 million a year earlier, down 2%
Q2 reported diluted EPS $1.37 vs. $1.38; adjusted diluted EPS $1.42 vs. $1.40
FY2025 guidance: net sales flat to down 3%; adjusted diluted EPS $4.15 to $4.30
Residential segment net sales fell 11.4% to $297.4 million; Professional segment net sales rose 0.8% to $1,014.1 million
The Toro Company reported first-quarter fiscal 2025 results for the period ended January 31, 2025. Net sales were $995.0 million, down 1% from a year earlier, and reported diluted EPS fell to $0.52 from $0.62, while adjusted diluted EPS rose to $0.65 from $0.64. The company kept its full-year fiscal 2025 net sales and adjusted EPS guidance, though it said it excludes incremental tariffs introduced year to date, except those on China imports that took effect in February.
Net sales of $995.0 million vs. $1,001.9 million a year earlier; Professional segment sales rose 1.6% to $768.8 million while Residential fell 8.0% to $221.0 million
Reported net earnings were $52.8 million, down 19%; adjusted net earnings were $65.9 million, down 1%, with a $13.2 million after-tax AMP productivity initiative charge
Fiscal 2025 guidance: total net sales growth of 0% to 1% and adjusted diluted EPS of $4.25 to $4.40, both maintained
Company returned $100 million to shareholders through share repurchases in the quarter
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