Katherine J. Harless - 13 Jan 2023 Form 4 Insider Report for TORO CO (TTC)

Footnote F1

Represents the payout of 1,009 shares of common stock and 55.311 related dividend reinvestment shares in connection with an annual common stock award for service as a non-employee director issued under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended and restated. The reporting person previously deferred the payout of her common stock award under The Toro Company Deferred Compensation Plan for Non-Employee Directors (the "Deferred Plan") and, accordingly, the reporting person's annual common stock award was initially paid in common stock units under the Deferred Plan. A common stock unit under the Deferred Plan is the economic equivalent of one share of Toro common stock. The reporting person previously elected to receive a single lump sum distribution, payable in January 2023 under the terms of the Deferred Plan, and, therefore, the common stock units were settled for shares of Toro common stock.

Footnote F2

Includes 9.969 common stock units acquired by the reporting person under the dividend reinvestment feature of the Deferred Plan since the date of her last report.