TORO CO — Director's Dealing 2024

Dec 19, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TORO CO (TTC)
CIK: 0000737758
Period of Report: 2024-12-18

Reporting Person: JANEY GREGORY S (Group VP, Landscapes & Contrac)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-12-18	Performance Share Units	A	1050	—	Acquired	6300.267	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3592.509	Direct
Common Stock	2161.92	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (756.271)	756.271	Direct

Footnotes

F1: Represents the payout of a Performance Share Award for the Fiscal 2022 to Fiscal 2024 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 10, 2024, and which was conditioned upon and subject to confirmation by the Issuer's Fiscal 2024 financial results that were released on December 18, 2024. The reporting person has deferred the payout of his 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: Each restricted stock unit represents a contingent right to receive one share of TTC common stock.

F3: The restricted stock units vest and become non-forfeitable in three equal annual installments commencing on the first anniversary of the November 1, 2022 grant date.