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: MOELLER PETER D (Group VP, Undg & Spec Construc)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-20	Performance Share Units	A	1046	—	Acquired	1773.516	Direct
2023-12-20	Common Stock	M	1046	$97.21	Acquired	5163.669	Direct
2023-12-20	Common Stock	F	321	$97.21	Disposed	4842.669	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4025.065	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 (the "Amended and Restated 2010 Plan"), 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 a portion of the payout of his Performance Share Award under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan"). Accordingly, a portion of the reporting person's Performance Share Award is paid in shares of common stock under the Amended and Restated 2010 Plan and a portion of the Performance Share Award is paid in performance share units under the Deferred Plan.

F2: Includes 7.516 performance share units acquired by the reporting person since the date of his last report under the dividend reinvestment feature of The Toro Company Deferred Compensation Plan for Officers.

F3: Includes 41.540 net shares 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: Includes 13.324 shares of common stock acquired by the reporting person since the date of his last report under a dividend reinvestment feature of the account in which the shares are held.