TORO CO — Director's Dealing 2023

Dec 21, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2023-12-20

Reporting Person: DAHL AMY E (VP, International)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-20	Performance Share Units	A	5750	—	Acquired	16068.626	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18706.261	Direct
Common Stock	3921.005	Indirect

Footnotes

F1: Represents the payout of a Performance Share Award for the Fiscal 2021 to Fiscal 2023 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 12, 2023, and which was conditioned upon and subject to confirmation by the Issuer's Fiscal 2023 financial results that were released on December 20, 2023. 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 106.602 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: 32.30 shares acquired through regular individual and issuer matching contributions to The Toro Company Retirement Plan ("Retirement Plan"); 40.335 net shares acquired under the dividend reinvestment feature of the Retirement Plan less quarterly non-discretionary administrative fees; and 12.635 shares acquired through an account true-up adjustment.