TORO CO 8-K/A

What Happened

• Toro Co (TTC) announced it completed the acquisition of Tornado on December 8, 2025. Tornado, based in Calgary, Alberta, manufactures vacuum trucks and industrial equipment for underground construction, power transmission and energy markets.
• TTC purchased all outstanding Tornado shares for CAD $1.92 per share, representing a total fully diluted equity value of CAD $279 million. The purchase was effected through Tornado Acquisition Company ULC and Tornado became a wholly owned subsidiary.
• Financing for the acquisition came from cash on hand, borrowings under TTC’s unsecured senior revolving credit facility, and additional financial arrangements. TTC filed this Form 8-K/A (correcting the originally reported Item number) and furnished press releases regarding the acquisition and buyback.

Key Details

• Acquisition closing date: December 8, 2025.
• Purchase price: CAD $1.92 per Tornado share; total fully diluted equity value CAD $279 million.
• Financing: mix of cash, borrowings under TTC’s unsecured senior revolver, and other financial arrangements.
• Stock repurchase: on December 9, 2025 TTC’s Board authorized an additional 6,000,000-share repurchase (open market or private), bringing total authorization to 10,391,790 shares; the program has no expiration and can be suspended or terminated by the Board.

Why It Matters

• The acquisition expands Toro’s product lines and presence in vacuum trucks and industrial equipment markets through ownership of Tornado.
• The CAD $279M purchase, funded partly by borrowings, may affect TTC’s near-term liquidity and leverage positions; investors should watch subsequent financial disclosures for impacts on cash, debt and earnings.
• The enlarged share-repurchase authorization signals management’s intent to return capital or manage shares outstanding, which may influence earnings per share over time depending on repurchase activity.