TORO CO

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 be completed at all; the failure by the Company to achieve the net sales, earnings, and any cost or revenue synergies expected from the Acquisition or delays in the realization thereof; delays and challenges in integrating the businesses after the Acquisition is completed; business disruption during the pendency of and following the Acquisition; loss of key personnel; unanticipated liabilities or exposures for which the Company has not been indemnified or may not recover; infringement of intellectual property rights of others associated with the rights acquired in the Acquisition; and general adverse business, economic or competitive conditions. For more information regarding these and other uncertainties and factors that could cause the Company’s actual results to differ materially from what it has anticipated in its forward-looking statements or otherwise could materially adversely affect its business, financial condition or operating results, see the Company’s most recently filed Annual Report on Form 10-K, Part I, Item 1A, “Risk Factors”. All forward-looking statements included in this report are expressly qualified in their entirety by the foregoing cautionary statements. The Company cautions readers not to place undue reliance on any forward-looking statement which speaks only as of the date made and to recognize that forward-looking statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described above, the risks described in the Company’s most recent Annual Report on Form 10-K, Part I, Item 1A, “Risk Factors,” as well as others that the Company may consider immaterial or does not anticipate at this time. The foregoing risks and uncertainties are not exclusive and further information concerning the Company and its businesses, including factors that potentially could materially affect the Company’s financial results or condition, may emerge from time to time. The Company undertakes no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements. The Company advises you, however, to consult any further disclosures it makes on related subjects in its future Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K that the Company may file with or furnish to the SEC.