TORO CO

Working Capital

Our ongoing goal is to maintain requisite inventory levels to meet our anticipated production requirements, avoid manufacturing delays, and meet the demand for our products, as well as working to ensure service parts availability for our customers. Accounts receivable as of the end of the second quarter of fiscal 2026 decreased $27.4 million, or 4.5 percent, compared to the end of the second quarter of fiscal 2025, primarily driven by timing of shipments. Inventory levels were down $196.4 million, or 17.5 percent, as of the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025, primarily driven by lower finished goods balances, primarily related to strong early spring season demand for landscape equipment by both homeowners and contractors. Accounts payable increased $35.8 million, or 6.9 percent, as of the end of the second quarter of fiscal 2026 compared to the end of the second quarter of fiscal 2025, primarily due to higher purchases.

Cash Flows

Cash Flows from Operating Activities

Net cash provided by operating activities for the first six months of fiscal 2026 was $293.5 million compared to $123.1 million for the first six months of fiscal 2025. This change was primarily due to net favorable fluctuations in working capital and higher net earnings.

Cash Flows from Investing Activities

Net cash used in investing activities for the first six months of fiscal 2026 was $226.7 million compared to $42.4 million for the first six months of fiscal 2025. This change was primarily due to the Tornado Infrastructure Equipment acquisition in the current year period.

Cash Flows from Financing Activities

Net cash used in financing activities for the first six months of fiscal 2026 was $232.4 million compared to $104.9 million for the first six months of fiscal 2025, primarily due to higher common stock repurchases and net lower debt borrowings, partially offset by higher proceeds from the exercise of stock options.

Liquidity and Capital Resources

As of May 1, 2026, we had available liquidity of $983.3 million, consisting of cash and cash equivalents of $180.4 million, of which $144.7 million was held by our foreign subsidiaries, and availability under our revolving credit facility of $802.9 million. We believe our current liquidity position, including the funds available through existing, and potential future, financing arrangements and forecasted cash flows from operations will be sufficient to provide the necessary capital resources for our anticipated working capital needs, payroll, and other administrative costs, capital expenditures, lease payments, purchase commitments, contractual obligations, acquisitions, investments, establishment of new facilities, expansion and renovation of existing facilities, financing receivables from customers that are not financed with Red Iron or other third-party financial institutions, contingent consideration payments, debt repayments, interest payments, quarterly cash dividend payments, and common stock repurchases, all as applicable, for at least the next twelve months.

Indebtedness

Our debt arrangements are described in further detail in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025. The following is a summary of our indebtedness:

From time to time, we may seek to refinance existing debt and incur additional indebtedness depending on our capital requirements and the availability and cost of financing.

As of May 1, 2026, we had $95.0 million outstanding borrowings under our revolving credit facility and $2.1 million outstanding under the sublimit for standby letters of credit, which resulted in $802.9 million of unutilized availability under our revolving credit facility's $900 million borrowing capacity.

We are in compliance with our debt covenants and other requirements of our revolving credit facility and term loan credit agreements, indentures, and private placement note purchase agreements.

Cash Dividends

Our Board of Directors approved a cash dividend of $0.39 per share for the second quarter of fiscal 2026 that was paid on April 13, 2026. This was an increase of 2.6 percent over our cash dividend of $0.38 per share for the second quarter of fiscal 2025. Weexpect to continue paying our quarterly cash dividend to stockholders for the remainder of fiscal 2026.

Common Stock Repurchases

During the first six months of fiscal 2026, we repurchased 3,125,254 shares of our common stock under our stock repurchase program, thereby reducing our total shares of common stock outstanding. As of May 1, 2026, 7,266,536 shares of common stock remained available for repurchase under our stock repurchase program. We expect to continue to repurchase shares of our common stock throughout the remainder of fiscal 2026, depending on our cash balance, debt repayments, market conditions, our anticipated working capital needs, the price of our common stock, investment priorities, and/or other factors.

Customer Financing Arrangements

Our customer financing arrangements are described in further detail in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025. There have been no material changes to our customer financing arrangements during the first six months of fiscal 2026.

Inventory Financing

We are party to inventory financing arrangements with Red Iron, HCFC, and other third-party financial institutions which provide inventory financing to certain dealers and distributors of certain of our products in the U.S. and internationally.

The net amount of receivables financed for dealers and distributors under the arrangement with Red Iron for the six month periods ended May 1, 2026 and May 2, 2025 were $1,387.7 million and $1,346.5 million, respectively. The total amount of net receivables outstanding under the arrangement with Red Iron as of May 1, 2026, May 2, 2025 and October 31, 2025 were $902.5 million, $1,021.2 million and $807.6 million, respectively. The total amount of receivables due from Red Iron to us as of May 1, 2026, May 2, 2025 and October 31, 2025 were $32.3 million, $19.3 million and $21.6 million, respectively.

The net amount of receivables financed for dealers and distributors under the arrangements with HCFC and the other third-party financial institutions for the six month periods ended May 1, 2026 and May 2, 2025 were $348.3 million and $319.2 million, respectively. The total amount of net receivables outstanding under the arrangements with HCFC and the other third-party financial institutions as of May 1, 2026, May 2, 2025, and October 31, 2025 were $292.1 million, $253.5 million, and $308.3 million, respectively.

Inventory Repurchase Agreements

We have entered into a limited inventory repurchase agreement with Red Iron and HCFC under which we have agreed to repurchase certain repossessed products, up to a maximum aggregate amount of $7.5 million in a calendar year.

Additionally, as a result of our financing agreements with the other third-party financial institutions, we have also entered into inventory repurchase agreements with the other third-party financial institutions. Under such inventory repurchase agreements, we have agreed to repurchase products repossessed by the other third-party financial institutions. As of May 1, 2026, May 2, 2025, and October 31, 2025, we were contingently liable to repurchase up to a maximum amount of $29.8 million, $28.9 million, and $29.0 million, respectively, of inventory related to receivables under these inventory repurchase agreements.

Our financial exposure under these inventory repurchase agreements is limited to the difference between the amount paid to Red Iron, HCFC or other third-party financing institutions for repurchases of inventory and the amount received upon subsequent resale of the repossessed product. We have repurchased immaterial amounts of inventory pursuant to such arrangements for the six months ended May 1, 2026 and May 2, 2025. However, a decline in retail sales or financial difficulties of our distributors or dealers could cause this situation to change and thereby require us to repurchase financed product, which could have an adverse effect on our results of operations, financial position, or cash flows.