TORO CO — Director's Dealing 2022

Dec 23, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2022-12-21

Reporting Person: DAHL AMY E (VP, GC and Corporate Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-21	Performance Share Units	A	2954	—	Acquired	10190.92	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-22	Non-Qualified Stock Option	$111.15	A	15400	Acquired	2032-12-22	Common Stock (15400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18706.261	Direct
Common Stock	3824.562	Indirect

Footnotes

F1: Represents the payout of a Performance Share Award for the Fiscal 2020 to Fiscal 2022 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 13, 2022, and which was conditioned upon and subject to confirmation by the Issuer's Fiscal 2022 financial results that were released on December 21, 2022. 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 22.588 performance share units acquired by the reporting person since the date of her last report under the dividend reinvestment feature of the Deferred Plan.

F3: Includes the following shares of common stock acquired by the reporting person since the date of her last report: 1.704 shares acquired through regular individual and issuer matching contributions to The Toro Company Retirement Plan (the "Plan") and 11.923 net shares acquired under the dividend reinvestment feature of the Plan less quarterly non-discretionary administrative fees.

F4: The option vests in three equal annual installments commencing on the first anniversary of the December 22, 2022 grant date.