TORO CO — Director's Dealing 2020

Dec 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2020-12-16

Reporting Person: Rodier Richard W (Group VP, Construction & RLC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-16	Performance Share Units	A	1097	—	Acquired	6000.825	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-17	Non-Qualified Stock Option	$93.33	A	29600	Acquired	2030-12-17	Common Stock (29600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2760.16	Indirect
Common Stock	21185	Direct

Footnotes

F1: Represents the payout of a Performance Share Award for the Fiscal 2018 to Fiscal 2020 Performance Period under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended and restated, as approved by the Issuer's Compensation & Human Resources Committee of its Board of Directors on December 1, 2020, and which was conditioned upon and subject to confirmation by the Issuer's Fiscal 2020 financial results that were released on December 16, 2020. The reporting person has deferred the payout of her Performance Share Award under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan") and, accordingly, the reporting person's Performance Share Award is paid in performance share units under the Deferred Plan.

F2: Includes 13.967 performance share units acquired by the reporting person since the date of his last report under the dividend reinvestment feature of the Deferred Plan.

F3: Includes 7.851 net shares of common stock acquired by the reporting person since the date of his last report under the dividend reinvestment feature of The Toro Company Retirement Plan, less quarterly non-discretionary administrative fees.

F4: The option vests in three equal annual installments commencing on the first anniversary of the date of grant.