TORO CO

(Former name or former address, if changed since last report)

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

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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 antitrust, other regulatory approvals and customary closing conditions, including, among others: (1) the absence of certain legal impediments to the consummation of the Acquisition; (2) the receipt of all consents, approvals or waivers required under applicable antitrust laws; and (3) the accuracy of representations and warranties made by the Company, the Purchaser and Tornado, respectively.

The Acquisition is not subject to any financing condition. The Company plans to fund the Acquisition with cash on hand, borrowings from the Company’s unsecured senior revolving credit facility, and/or other potential additional financing arrangements that the Company may pursue.

The Agreement contains customary termination rights for the parties thereto, including (1) the right of the Company, the Purchaser and Tornado to terminate the Agreement if the Acquisition is not consummated on or before February 6, 2026 and (2) the right of the Company, the Purchaser or Tornado to terminate the Agreement (subject to certain conditions) if the other party is in breach of the Agreement and the breach would cause the applicable closing condition related to accuracy of that party’s representations and warranties or the performance of that party’s obligations under the Agreement to not be met.

The foregoing description of the Agreement is a summary of the material terms of such agreement, does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

The Agreement and related description are intended to provide information regarding the terms of the Agreement and are not intended to modify or supplement any factual disclosures about the Company in its reports filed with the Securities and Exchange Commission (the “SEC”). In particular, the Agreement and related description are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company, the Purchaser or Tornado. The representations and warranties have been negotiated with the principal purpose of not establishing matters of fact, but rather as a risk allocation method establishing the circumstances under which a party may have the right not to consummate the Acquisition if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise. As is customary, the assertions embodied in the representations and warranties made by Tornado in the Agreement are qualified by information contained in confidential disclosure schedules that Tornado has delivered to the Company and the Purchaser in connection with the signing of the Agreement. The representations and warranties also may be subject to a contractual standard of materiality different from those generally applicable under the securities laws. Shareholders of the Company are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, the Purchaser and Tornado. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement.

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.