The Toro Company

11/05/2024 | Press release | Distributed by Public on 11/05/2024 10:44

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
O'Rourke James Calvin
2. Issuer Name and Ticker or Trading Symbol
TORO CO [TTC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
8111 LYNDALE AVENUE SOUTH 		3. Date of Earliest Transaction (Month/Day/Year)
11/01/2024
(Street)
BLOOMINGTON, MN 55420 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 0 (1) I GRAT #2
Common Stock 0 (1) I GRAT #1
Common Stock 11/01/2024 A 1,101(2) A $81.5 27,051(1) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option $81.5 11/01/2024 A 2,167(3) (4) 11/01/2034 Common Stock 2,167 $ 0 2,167 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
O'Rourke James Calvin
8111 LYNDALE AVENUE SOUTH
BLOOMINGTON, MN 55420 		X

Signatures

/s/ Joanna M. Totsky, Attorney-in-Fact 11/05/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reporting person indirectly held the following shares in the respective grantor retained annuity trust (GRAT) for the benefit of the reporting person: (a) 3,515 shares of TTC common stock ("GRAT 2 Shares") in GRAT 2; (b) 7,802 shares of TTC common stock ("GRAT 1 Shares") in GRAT 1; and (c) 12,034 shares of TTC common stock ("GRAT 2B Shares") in GRAT 2B. Upon termination of the respective GRAT, the following shares were distributed to the reporting person: (a) 3,515 of the GRAT 2 Shares from GRAT 2; (b) 7,802 of the GRAT 1 Shares from GRAT 1; and 12,034 of the GRAT 2B Shares from GRAT 2B.
(2) Annual common stock award for service as a non-employee director issued under The Toro Company 2022 Equity and Incentive Plan.
(3) Annual option grant for service as a non-employee director issued under The Toro Company 2022 Equity and Incentive Plan.
(4) The option vests in three equal annual installments commencing on the first anniversary of the November 1, 2024 grant date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.