{"schema_version":"secwatch.filing_event.v1","accession":"0001628280-25-056159","form_type":"8-K","ticker":"TTC","cik":"0000737758","company_name":"TORO CO","filed_at":"2025-12-09T23:59:59+00:00","discovered_at":"2026-05-14T18:02:42.057808+00:00","generated_at":"2026-05-16T13:53:06.060461+00:00","sec_items":["2.01","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Toro completes $279M CAD acquisition of Tornado; authorizes new 6M share buyback","bullets":["Completed acquisition of Tornado Infrastructure Equipment Ltd. for CAD $1.92/share, total equity value $279M CAD.","Tornado manufactures vacuum trucks for underground construction, power transmission, and energy markets.","Acquisition financed with cash on hand, borrowings from credit facility, and other arrangements.","Board authorized new stock repurchase program of up to 6M shares with no expiration date; total authorization now ~10.4M shares."],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-25-056159","json":"https://secwatch.observer/filing/0001628280-25-056159.json","markdown":"https://secwatch.observer/filing/0001628280-25-056159.md","text":"https://secwatch.observer/filing/0001628280-25-056159.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/737758/000162828025056159/0001628280-25-056159-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/737758/000162828025056159/ttc-20251208.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T13:53:06.060461+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"4afedc9d2488aadc253002eb7b531e89efe575c4","claim":"TORO CO completed an acquisition involving Tornado Infrastructure Equipment Ltd. for CAD $1.92 per share for a total fully diluted equity value of $279 million (CAD), which was financed with cash on hand, borrowings from TTC’s unsecured senior r (closed 2025-12-08).","evidence_excerpt":"to the Purchaser (free and clear of all liens), and Tornado became a wholly-owned subsidiary of the Purchaser. TTC purchased all outstanding shares of Tornado for CAD $1.92 per share for a total fully diluted equity value of $279 million (CAD), which was financed with cash on hand, borrowings from TTC’s unsecured senior revolving credit facility, and","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/737758/000162828025056159/0001628280-25-056159-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001213900-26-063775","ticker":"ESAB","company_name":"ESAB Corp","filed_at":"2026-06-02T10:41:21+00:00","headline":"ESAB completes $1.45B acquisition of Eddyfi Technologies","event_type":"m_and_a","sec_items":["2.01","3.02","5.03","3.03","7.01","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063775","json":"https://secwatch.observer/filing/0001213900-26-063775.json","markdown":"https://secwatch.observer/filing/0001213900-26-063775.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/ea0292710-8k_esab.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"to the Purchaser (free and clear of all liens), and Tornado became a wholly-owned subsidiary of the Purchaser. TTC purchased all outstanding shares of Tornado for CAD $1.92 per share for a total fully diluted equity value of $279 million (CAD), which was financed with cash on hand, borrowings from TTC’s unsecured senior revolving credit facility, and","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/737758/000162828025056159/0001628280-25-056159-index.htm","comparable_excerpt":"Québec and a wholly owned indirect subsidiary of the Company (the “ Purchaser ”), acquired\nall of the issued and outstanding shares of Eddyfi from the vendors for cash equal to $1.45 billion, subject to customary purchase price\nadjustments set forth in the Purchase Agreement relating to cash, indebtedness, transaction expenses, and net working capital of Eddyfi,\nits","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm"}},{"accession":"0001574085-26-000093","ticker":"BHR","company_name":"Braemar Hotels & Resorts Inc.","filed_at":"2026-06-01T20:11:33+00:00","headline":"Braemar completes sale of Park Hyatt Beaver Creek for $176M; repays $86.25M convertible notes","event_type":"m_and_a","sec_items":["2.01","7.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001574085-26-000093","json":"https://secwatch.observer/filing/0001574085-26-000093.json","markdown":"https://secwatch.observer/filing/0001574085-26-000093.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/bhr-20260526.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"to the Purchaser (free and clear of all liens), and Tornado became a wholly-owned subsidiary of the Purchaser. TTC purchased all outstanding shares of Tornado for CAD $1.92 per share for a total fully diluted equity value of $279 million (CAD), which was financed with cash on hand, borrowings from TTC’s unsecured senior revolving credit facility, and","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/737758/000162828025056159/0001628280-25-056159-index.htm","comparable_excerpt":"On May 26, 2026, Ashford BC LP and Ashford TRS BC LLC (together “Seller”), indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), completed the sale of the Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado (the “Hotel”) pursuant to an Agreement of Purchase and Sale, dated as of April 27, 2026, by and among Seller and Apres Owner, LLC, as purchaser, for $176 million in cash, subject to customary pro-rations and adjustments.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm"}},{"accession":"0001104659-26-039924","ticker":"VREOF","company_name":"Vireo Growth Inc.","filed_at":"2026-04-06T23:59:59+00:00","headline":"Vireo closes Eaze acquisition for $47M in stock; CEO awarded performance-based RSUs up to 3.5% diluted","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","5.02","7.01","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-039924","json":"https://secwatch.observer/filing/0001104659-26-039924.json","markdown":"https://secwatch.observer/filing/0001104659-26-039924.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1771706/000110465926039924/0001104659-26-039924-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1771706/000110465926039924/tm2611166d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"to the Purchaser (free and clear of all liens), and Tornado became a wholly-owned subsidiary of the Purchaser. TTC purchased all outstanding shares of Tornado for CAD $1.92 per share for a total fully diluted equity value of $279 million (CAD), which was financed with cash on hand, borrowings from TTC’s unsecured senior revolving credit facility, and","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/737758/000162828025056159/0001628280-25-056159-index.htm","comparable_excerpt":"adjustment with respect to certain of the estimated items included\nin the Estimated Closing Merger Consideration. In general, the Estimated Closing Merger Consideration\nis US$47,040,000 in base consideration (the “Base Consideration”), adjusted for certain items as described in the definition\nof Estimated Closing Merger Consideration in the Merger Agreement,","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1771706/000110465926039924/0001104659-26-039924-index.htm"}},{"accession":"0000107140-26-000034","ticker":"WLY","company_name":"JOHN WILEY & SONS, INC.","filed_at":"2026-06-02T12:30:39+00:00","headline":"Wiley acquires Emerald Publishing for $452M; adds ~500 journals, expected accretive in year one","event_type":"m_and_a","sec_items":["1.01","2.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000107140-26-000034","json":"https://secwatch.observer/filing/0000107140-26-000034.json","markdown":"https://secwatch.observer/filing/0000107140-26-000034.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/jwa-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"to the Purchaser (free and clear of all liens), and Tornado became a wholly-owned subsidiary of the Purchaser. TTC purchased all outstanding shares of Tornado for CAD $1.92 per share for a total fully diluted equity value of $279 million (CAD), which was financed with cash on hand, borrowings from TTC’s unsecured senior revolving credit facility, and","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/737758/000162828025056159/0001628280-25-056159-index.htm","comparable_excerpt":"pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm"}},{"accession":"0001193125-26-251540","ticker":"CYH","company_name":"COMMUNITY HEALTH SYSTEMS INC","filed_at":"2026-06-01T20:30:16+00:00","headline":"Community Health Systems closes sale of four Arkansas hospitals for $110M cash to Freeman Health System","event_type":"m_and_a","sec_items":["2.01","9.01","8.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251540","json":"https://secwatch.observer/filing/0001193125-26-251540.json","markdown":"https://secwatch.observer/filing/0001193125-26-251540.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1108109/000119312526251540/0001193125-26-251540-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1108109/000119312526251540/cyh-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"to the Purchaser (free and clear of all liens), and Tornado became a wholly-owned subsidiary of the Purchaser. TTC purchased all outstanding shares of Tornado for CAD $1.92 per share for a total fully diluted equity value of $279 million (CAD), which was financed with cash on hand, borrowings from TTC’s unsecured senior revolving credit facility, and","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/737758/000162828025056159/0001628280-25-056159-index.htm","comparable_excerpt":"the closing of the Transaction, after giving effect to estimated working capital, the assumption of finance leases by the Purchaser and before certain transaction expenses, was $110 million in cash (subject to a post-closing working capital adjustment). The foregoing summary of the Transaction and the terms and conditions of the Purchase Agreement is subject to, and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1108109/000119312526251540/0001193125-26-251540-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"to the Purchaser (free and clear of all liens), and Tornado became a wholly-owned subsidiary of the Purchaser. TTC purchased all outstanding shares of Tornado for CAD $1.92 per share for a total fully diluted equity value of $279 million (CAD), which was financed with cash on hand, borrowings from TTC’s unsecured senior revolving credit facility, and","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/737758/000162828025056159/0001628280-25-056159-index.htm","comparable_excerpt":"KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0000821130-26-000040","ticker":"AD","company_name":"ARRAY DIGITAL INFRASTRUCTURE, INC.","filed_at":"2026-06-01T20:09:49+00:00","headline":"Array closes $1.0B spectrum sale to Verizon; declares $11 special dividend","event_type":"m_and_a","sec_items":["2.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000821130-26-000040","json":"https://secwatch.observer/filing/0000821130-26-000040.json","markdown":"https://secwatch.observer/filing/0000821130-26-000040.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/821130/000082113026000040/0000821130-26-000040-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/821130/000082113026000040/ad-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"to the Purchaser (free and clear of all liens), and Tornado became a wholly-owned subsidiary of the Purchaser. TTC purchased all outstanding shares of Tornado for CAD $1.92 per share for a total fully diluted equity value of $279 million (CAD), which was financed with cash on hand, borrowings from TTC’s unsecured senior revolving credit facility, and","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/737758/000162828025056159/0001628280-25-056159-index.htm","comparable_excerpt":"The purchase price received by Array at the Closing was $1.0 billio n, paid in cash. \n\n--- EX-99.1 (EX-99.1) ---\n\nArray completes sale of select spectrum assets to Verizon for $1.0 billion Board declares special dividend of $11.00 per share CHICAGO (June 1, 2026) – Array Digital Infrastructure, Inc. (NYSE: AD) (Array SM ) today announced the successful closing of","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/821130/000082113026000040/0000821130-26-000040-index.htm"}},{"accession":"0001171843-26-003196","ticker":"SSM","company_name":"Sono Group N.V.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Sono Group exits solar: sells Sono Motors and €10.5M loan to management for €1 each","event_type":"m_and_a","sec_items":["2.05","1.01","2.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001171843-26-003196","json":"https://secwatch.observer/filing/0001171843-26-003196.json","markdown":"https://secwatch.observer/filing/0001171843-26-003196.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/0001171843-26-003196-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/f8ka_050826.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"to the Purchaser (free and clear of all liens), and Tornado became a wholly-owned subsidiary of the Purchaser. TTC purchased all outstanding shares of Tornado for CAD $1.92 per share for a total fully diluted equity value of $279 million (CAD), which was financed with cash on hand, borrowings from TTC’s unsecured senior revolving credit facility, and","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/737758/000162828025056159/0001628280-25-056159-index.htm","comparable_excerpt":"true 0001840416 0001840416 2026-05-04 2026-05-04 UNITED\nSTATES SECURITIES\nAND EXCHANGE COMMISSION Washington,\nD.C. 20549 __________________________ FORM 8-K/A (Amendment No. 1) __________________________ CURRENT\nREPORT PURSUANT\nTO SECTION 13 OR 15(D) OF\nTHE SECURITIES EXCHANGE ACT OF 1934 Date\nof Report (Date of earliest event reported): May 4, 2026","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1840416/000117184326003196/0001171843-26-003196-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}