TTC / The Toro Company - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended August 1, 2025 ☐ Transition Report Pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended August 1, 2025 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-8649 THE TORO

The Toro Company Reports Fiscal 2025 Third Quarter Results Operating Performance Driven By Strength in Professional Segment

Investor Relations Heather Hille Managing Director, Corporate Affairs (952) 887-8923, heather.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2025 THE TORO COMPAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2025 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 THE TORO COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 THE TORO COMPANY (Exact name of registrant as specified in its charter) DE 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Number) (I

The Toro Company Names Edric C. Funk President and Chief Operating Officer

Investor Relations Jeremy Steffan Director, Investor Relations (952) 887-7962, jeremy.

By signing below, I accept The Toro Company’s offer for the President & COO role.

[Letterhead] August 7, 2025 Edric Funk Subject: President & COO Offer Dear Edric, Congratulations! I am pleased to formally extend this offer to you for the position of President & COO, reporting to me, and subject to the terms and conditions summarized below.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8649 A. Full title of the plan and

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Number)

The Toro Company Reports Results for the Second Quarter of Fiscal 2025 Highlighted by Professional Segment Growth and Profitability Improvement

Investor Relations Jeremy Steffan Director, Investor Relations (952) 887-7962, jeremy.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended May 2, 2025 ☐ Transition Report Pursuant to Sec

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended May 2, 2025 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-8649 THE TORO CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report The Toro Company (Exact name of registrant as specified in its charter) Delaware 1-8649 (State or other jurisdiction of incorporation) (Commission File Number) 8111 Lyndale Avenue South Bloomington, Minnesota 55420 (Address of principal executive offices) (Zip Code) Jim Gessford (952) 887-

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2025 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended January 31, 2025 ☐ Transition Report Pursuant t

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended January 31, 2025 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-8649 THE TO

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Number

The Toro Company Reports Results for the First Quarter of Fiscal 2025 Highlighted by Professional Segment Growth and Profitability Improvement

Investor Relations Jeremy Steffan Director, Investor Relations (952) 887-7962, jeremy.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

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You invested in THE TORO COMPANY and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting.

The Toro Company Reports Fourth-Quarter and Full-Year Fiscal 2024 Financial Results Record Full-Year Net Sales Driven by Strength in Residential Segment, Underground Construction, and Golf Significant Improvement in Cash Generation Supported Increase

Investor Relations Jeremy Steffan Director, Investor Relations (952) 887-7962, jeremy.

Subsidiaries of Registrant (filed herewith).

Exhibit 21 THE TORO COMPANY Subsidiaries of Registrant The following are significant subsidiaries of The Toro Company as of October 31, 2024: Name State or Other Jurisdiction of Incorporation Percentage of Voting Securities Owned Ditch Witch Barcelona DC, Inc.

Power of Attorney (filed herewith).

Exhibit 24.1 THE TORO COMPANY POWER OF ATTORNEY The undersigned directors of The Toro Company, a Delaware corporation (the “Company”), hereby authorize and appoint Richard M. Olson and Angela C. Drake, each of them severally, the individual’s true and lawful attorneys-in-fact and agents, with power to act with or without the other, and with full power of substitution and resubstitution, for the pe

Insider Trading Policy

Exhibit 19 Legal Department Policy: Insider Trading Policy For: All Employees Purpose Federal and state securities laws provide for civil and criminal penalties against a person who trades while in possession of material non-public information (or tips such information to another person who then trades) and realizes a profit (or avoids a loss) in the securities.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended October 31, 2024 ☐ Transition Report Pursuant to Sectio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended October 31, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission file number: 1-8649 THE TORO COMPANY (Exact name

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2024 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Nu

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2024 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Nu

The Toro Company Increases Regular Quarterly Cash Dividend

Investor Relations Jeremy Steffan Director, Investor Relations (952) 887-7962, jeremy.

Second Amended and Restated Credit Agreement dated as of October 2, 2024, by and among The Toro Company and Toro Luxembourg S.à r.l., as Borrowers, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swingline lender and L/C issuer, U.S. Bank National Association and Wells Fargo Bank, National Association, as co-syndication agents, and BMO Harris Bank, N.A., HSBC Bank USA, National Association and PNC Bank, National Association, as co-documentation agents (filed herewith).

Published Deal CUSIP: 891091AT7 Published Revolver CUSIP: 891091AU4 Published Term Loan CUSIP: 891091AV2 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 2, 2024 among THE TORO COMPANY, TORO LUXEMBOURG S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 THE TORO COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended August 2, 2024 ☐ Transition Report Pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended August 2, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-8649 THE TORO

The Toro Company Reports Results for the Third Quarter of Fiscal 2024 Net Sales Growth Driven by Residential Mass Channel, Golf and Grounds, and Underground Construction Increased Macro Caution in July Drove Lower-Than-Expected Lawn Care Shipments to

Investor Relations Jeremy Steffan Director, Investor Relations (952) 887-7962, jeremy.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8649 A. Full title of the plan and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended May 3, 2024 ☐ Transition Report Pursuant to Sec

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended May 3, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-8649 THE TORO CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 THE TORO COMPANY (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Number)

The Toro Company Reports Results for the Second Quarter of Fiscal 2024 Record Net Sales Driven by Exceptional Growth in Residential Segment and Underground Construction Significant Progress in Reducing Dealer Field Inventories of Lawn Care Products R

Investor Relations Jeremy Steffan Director, Investor Relations (952) 887-7962, jeremy.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report The Toro Company (Exact name of registrant as specified in its charter) Delaware 1-8649 (State or other jurisdiction of incorporation) (Commission File Number) 8111 Lyndale Avenue South Bloomington, Minnesota 55420 (Address of principal executive offices) (Zip Code) Jim Gessford (952) 887-

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2024 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended February 2, 2024 ☐ Transition Report Pursuant t

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended February 2, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-8649 THE TO

The Toro Company Reports Results for the First Quarter of Fiscal 2024 Continued Strength in Demand Across Construction, and Golf and Grounds Markets Company Reaffirms Full-Year Fiscal 2024 Guidance

Investor Relations Jeremy Steffan Director, Investor Relations (952) 887-7962, jeremy.

TTC / The Toro Company / Select Equity Group, L.P. - SCHEDULE 13G/A - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 s013024a.htm SCHEDULE 13G/A - AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Toro Company (Name of Issuer) Common Stock (Title of Class of Securities) 891092108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to desig

EXHIBIT 99.1

EX-99.1 2 s013024b.htm THE IDENTITY AND THE ITEM 3 CLASSIFICATION OF THE RELEVANT SUBSIDIARY EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

TTC / The Toro Company / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02088-torocothe.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 16)* Name of issuer: Toro Co/The Title of Class of Securities: Common Stock CUSIP Number: 891092108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended October 31, 2023 ☐ Transition Report Pursuant to Sectio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended October 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission file number: 1-8649 THE TORO COMPANY (Exact name

Amendment No. 1 to Term Loan Credit Agreement dated as of September 22, 2023, by and among The Toro Company, each of the Lenders Party Thereto, and Bank of America, N.A., as Administrative Agent (filed herewith).

Exhibit 10.29 AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT (this “Amendment”) is made and entered into as of September 22, 2023 by and among THE TORO COMPANY, a Delaware corporation (the “Borrower”), each of the Lenders (as defined in the Credit Agreement) party hereto, and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent

Description of Common Stock of The Toro Company (filed herewith).

Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The Toro Company, a Delaware corporation (“TTC,” “we,” “us” and “our”), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $1.00 per share (“common stock”). The following description of our common stock is a

Second Amendment to Agreement to Form Joint Venture dated November 29, 2016 by and between The Toro Company and TCF Inventory Finance, Inc. (filed herewith).**

Exhibit 2.3 [PORTIONS HEREIN IDENTIFIED BY [***] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.] SECOND AMENDMENT TO AGREEMENT TO FORM JOINT VENTURE THIS SECOND AMENDMENT TO AGREEMENT TO FORM JOINT VENTURE, dated as of November 29, 2016 (this “Amendment”), is entere

Credit and Security Agreement dated as of August 12, 2009 by and between Red Iron Acceptance, LLC and TCF Inventory Finance, Inc. (filed herewith).

Exhibit 10.33 CREDIT AND SECURITY AGREEMENT dated as of AUGUST 12, 2009 between RED IRON ACCEPTANCE, LLC and TCF INVENTORY FINANCE, INC. [PORTIONS HEREIN IDENTIFIED BY [***] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.] Table of Contents Page SECTION I INTERPRETAT

by and between Red Iron Acceptance, LLC and Huntington Distribution Finance, Inc. (previously known as TCF Inventory Finance, Inc.) (

Exhibit 10.39 SIXTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT This Amendment, entered into as of August 31, 2023, and effective as of August 31, 2023, is by and between RED IRON ACCEPTANCE, LLC, a Delaware limited liability company ("Borrower"), and HUNTINGTON DISTRIBUTION FINANCE, INC. ("Lender"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in

First Amendment to Agreement to Form Joint Venture dated June 6, 2012 by and between The Toro Company and TCF Inventory Finance, Inc. (filed herewith).**

Exhibit 2.2 [PORTIONS HEREIN IDENTIFIED BY [***] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.] FIRST AMENDMENT TO AGREEMENT TO FORM JOINT VENTURE THIS FIRST AMENDMENT TO AGREEMENT TO FORM JOINT VENTURE, dated as of June 6, 2012 (this “Amendment”), is entered into

The Toro Company Reports Fourth-Quarter and Full-Year Fiscal 2023 Financial Results Strength in Professional Segment Drives Full-Year Net Sales Growth

Investor Relations Jeremy Steffan Director, Investor Relations (952) 887-7962, jeremy.

Subsidiaries of Registrant (filed herewith).

Exhibit 21 THE TORO COMPANY Subsidiaries of Registrant The following are significant subsidiaries of The Toro Company as of October 31, 2023: Name State or Other Jurisdiction of Incorporation Percentage of Voting Securities Owned Anvil Land and Properties, Inc.

Limited Liability Company Agreement of Red Iron Acceptance, LLC dated August 12, 2009 by and between Red Iron Holding Corporation and TCFIF Joint Venture I, LLC (filed herewith).**

Exhibit 2.7 LIMITED LIABILITY COMPANY AGREEMENT of RED IRON ACCEPTANCE, LLC between RED IRON HOLDING CORPORATION and TCFIF JOINT VENTURE I, LLC Dated as of: August 12, 2009 [PORTIONS HEREIN IDENTIFIED BY [***] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.] Table of

Third Amendment to Limited Liability Company Agreement of Red Iron Acceptance, LLC dated November 29, 2016 by and between Red Iron Holding Corporation and TCFIF Joint Venture I, LLC (filed herewith).**

Exhibit 2.10 [PORTIONS HEREIN IDENTIFIED BY [***] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.] THIRD AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF RED IRON ACCEPTANCE, LLC THIS THIRD AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF RED IRON ACCEPTANCE, L

First Amendment to Credit and Security Agreement dated as of June 6, 2012 by and between Red Iron Acceptance, LLC and TCF Inventory Finance, Inc. (filed herewith).

Exhibit 10.34 [PORTIONS HEREIN IDENTIFIED BY [***] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.] FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT, dated as of June 6, 2012 (this “Amendment”), is entered into by

Second Amendment to Limited Liability Company Agreement of Red Iron Acceptance, LLC dated June 6, 2012 by and between Red Iron Holding Corporation and TCFIF Joint Venture I, LLC (filed herewith).**

Exhibit 2.9 [PORTIONS HEREIN IDENTIFIED BY [***] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.] SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF RED IRON ACCEPTANCE, LLC THIS SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF RED IRON ACCEPTANCE,

Clawback Policy (filed herewith)*.

Exhibit 97 Policy Name: Clawback Policy Applies To: All Employees that Receive Performance Share Awards and Former Executive Officers Purpose The Toro Company (the “Company”) is committed to conducting business with integrity in accordance with high ethical standards and in compliance with all applicable laws, rules and regulations, including those applicable to the presentation of the Company’s financial information to the public.

Agreement to Form Joint Venture dated August 12, 2009 by and between The Toro Company and TCF Inventory Finance, Inc. (filed herewith).**

Exhibit 2.1 [PORTIONS HEREIN IDENTIFIED BY [***] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.] AGREEMENT TO FORM JOINT VENTURE This Agreement To Form Joint Venture (this “Agreement”) is made and entered into as of the 12th day of August, 2009, between The Toro Com

Sixth Amendment to Limited Liability Company Agreement of Red Iron Acceptance, LLC effective as of March 10, 2022 by and between Red Iron Holding Corporation and TCFIF Joint Venture I, LLC (filed herewith).

Exhibit 2.13 SIXTH AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF RED IRON ACCEPTANCE, LLC THIS SIXTH AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF RED IRON ACCEPTANCE, LLC, effective as of March 10, 2022 (this "Amendment"), is entered into by and between RED IRON HOLDING CORPORATION, a Delaware corporation ("Toro Sub"), and TCF1F JOINT VENTURE 1, LLC. a Minnesota limited liability comp

Amendment No. 2 to Amended and Restated Credit Agreement dated as of September 22, 2023, by and among The Toro Company, Toro Luxembourg S.A.R.L., each of the Lenders Party Thereto, and Bank of America, N.A., as Administrative Agent (filed herewith).

Exhibit 10.27 AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of September 22, 2023 by and among THE TORO COMPANY, a Delaware corporation (“Toro”), TORO LUXEMBOURG S.A.R.L., a Luxembourg limited liability company (société à responsabilité limitée) incorporated and existing under th

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 THE TORO COMPAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Nu

The Toro Company Elects Dianne Craig to Board of Directors

Investor Relations Jeremy Steffan Director, Investor Relations (952) 887-7962, jeremy.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended August 4, 2023 ☐ Transition Report Pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended August 4, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-8649 THE TORO

The Toro Company Reports Fiscal 2023 Third-Quarter Results and Revises Full-Year Outlook Lower-than-Expected Homeowner Demand for Lawn Care Solutions Driven by Macro Factors and Weather Continued Strength in Demand Across Construction, and Golf and G

Investor Relations Jeremy Steffan Director, Investor Relations (952) 887-7962, jeremy.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2023 THE TORO COMPAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2023 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8649 A. Full title of the plan and

The Toro Company Reports Record Results for the Second-Quarter of Fiscal 2023 Driven by Strong Professional Segment Performance and Continued Production Improvements

Investor Relations Jeremy Steffan Director, Investor Relations (952) 887-7962, jeremy.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended May 5, 2023 ☐ Transition Report Pursuant to Sec

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended May 5, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-8649 THE TORO CO

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Number)

Amended and Restated Bylaws of The Toro Company (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on May 30, 2023, Commission File No. 1-8649).

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF THE TORO COMPANY (A Delaware Corporation) ARTICLE I OFFICES, CORPORATE SEAL, RECORDS, AND FORUM Section 1.1 Registered Office; Other Offices. The address of the registered office of The Toro Company (the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Corporation’s certificate of

Conflict Minerals Report

Exhibit 1.01 Conflict Minerals Report I. Introduction The Toro Company (“TTC”) has included this Conflict Minerals Report as an exhibit to its Form SD as required by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (the “Conflict Minerals Rule”). As used herein, Conflict Minerals, or 3TG, are columbite-tantalite (coltan), cassiterite, gold, wolframite and the derivativ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report The Toro Company (Exact name of registrant as specified in its charter) Delaware 1-8649 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report The Toro Company (Exact name of registrant as specified in its charter) Delaware 1-8649 (State or other jurisdiction of incorporation) (Commission File Number) 8111 Lyndale Avenue South Bloomington, Minnesota 55420 (Address of principal executive offices) (Zip Code) Colleen Hart (952) 888-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 THE TORO COMPANY (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Number)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2023 THE TORO COMPANY (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2023 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended February 3, 2023 ☐ Transition Report Pursuant t

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended February 3, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-8649 THE TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2023 THE TORO COMPANY (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2023 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Number

The Toro Company Reports Record Results for the First-Quarter of Fiscal 2023 Highlighted by Strong Professional Segment Performance and Improved Profitability

Investor Relations Jeremy Steffan Director, Investor Relations (952) 887-7962, jeremy.

Offer Letter dated February 13, 2023 between The Toro Company and Angela C. Drake (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 14, 2023, Commission File No. 1-8649).

Exhibit 10.1 8111 Lyndale Avenue South, Bloomington, Minnesota 55420-1196 February 13, 2023 Angie Drake Dear Angie, Congratulations! This letter formalizes TTC’s offer to you for the vice president, CFO role, effective March 10, 2023 reporting to me. Annual Base Salary Your new annual base salary will be $565,000 and this will be effective as of March 10, 2023. Annual Cash Incentive Effective on M

EXHIBIT 99.1

EX-99.1 2 t020823b.htm EXHIBIT 99.1 EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

Renee J. Peterson to Retire as The Toro Company’s Chief Financial Officer Angela C. Drake elected Chief Financial Officer succeeding Peterson

Exhibit 99.1 Investor Relations Jeremy Steffan Director, Investor Relations (952) 887-7962, [email protected] Media Relations Branden Happel Senior Manager, Public Relations (952) 887-8930, [email protected] For Immediate Release Renee J. Peterson to Retire as The Toro Company’s Chief Financial Officer Angela C. Drake elected Chief Financial Officer succeeding Peterson BLOOMINGTON, Min

TTC / Toro Co / Select Equity Group, L.P. - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The Toro Company (Name of Issuer) Common Stock (Title of Class of Securities) 891092108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒

AGREEMENT OF REPORTING PERSONS

EX-99.2 3 t020823c.htm EXHIBIT 99.2 EXHIBIT 99.2 AGREEMENT OF REPORTING PERSONS The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. Th

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Nu

TTC / Toro Co / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02056-toroco.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 15)* Name of issuer: Toro Co. Title of Class of Securities: Common Stock CUSIP Number: 891092108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2023 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Num

Subsidiaries of Registrant (filed herewith).

Exhibit 21 THE TORO COMPANY Subsidiaries of Registrant The following are significant subsidiaries of The Toro Company as of October 31, 2022: Name State or Other Jurisdiction of Incorporation Percentage of Voting Securities Owned Anvil Land and Properties, Inc.

Acceptance, LLC and Huntington Distribution Finance, Inc. (previously known as TCF Inventory Finance, Inc.) (filed

EX-10.35 4 ttc-10312022xex1035.htm EX-10.35 Exhibit 10.35 FIFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT This Amendment, entered into as of October 25, 2022, and effective as of October 25, 2022, is by and between RED IRON ACCEPTANCE, LLC, a Delaware limited liability company (“Borrower”), and HUNTINGTON DISTRIBUTION FINANCE, INC. (previously known as TCF INVENTORY FINANCE, INC.) (“Lender”). Cap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended October 31, 2022 ☐ Transition Report Pursuant to Sectio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended October 31, 2022 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission file number: 1-8649 THE TORO COMPANY (Exact name

Description of Common Stock of The Toro Company (filed herewith).

Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The Toro Company, a Delaware corporation (“TTC,” “we,” “us” and “our”), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $1.00 per share (“common stock”). The following description of our common stock is a

Fifth Amendment to Agreement to Form Joint Venture dated and effective as of June 10, 2022 by and between The Toro Company and TCF Inventory Finance, Inc. (

Exhibit 2.6 [PORTIONS HEREIN IDENTIFIED BY [***] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.] FIFTH AMENDMENT TO AGREEMENT TO FORM JOINT VENTURE THIS FIFTH AMENDMENT TO AGREEMENT TO FORM JOINT VENTURE, is dated and effective as of June 10, 2022 (this “Amendment”)

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2022 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Nu

The Toro Company Reports Record Results for the Fourth-Quarter and Full-Year Fiscal 2022 Driven by Strong Professional Segment Momentum and Disciplined Execution

Investor Relations Jeremy Steffan Director, Investor Relations (952) 887-7962, jeremy.

The Toro Company Increases Regular Quarterly Cash Dividend by 13 Percent

Exhibit 99.1 Investor Relations Jeremy Steffan Director, Investor Relations (952) 887-7962, [email protected] Media Relations Branden Happel Senior Manager, Public Relations (952) 887-8930, [email protected] For Immediate Release The Toro Company Increases Regular Quarterly Cash Dividend by 13 Percent BLOOMINGTON, Minn. (December 13, 2022) ? The Toro Company (NYSE: TTC) today announced

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2022 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Nu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2022 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File N

The Toro Company Reports Record Third-Quarter Fiscal 2022 Results Highlighted by Strong Professional Segment Performance and Increased Profitability

Investor Relations Julie Kerekes Treasurer and Sr. Managing Director, Global Tax and Investor Relations (952) 887-8846, [email protected] Media Relations Branden Happel Senior Manager, Public Relations (952) 887-8930, [email protected] For Immediate Release The Toro Company Reports Record Third-Quarter Fiscal 2022 Results Highlighted by Strong Professional Segment Performance and Increa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended July 29, 2022 ☐ Transition Report Pursuant to S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended July 29, 2022 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-8649 THE TORO

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2022 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Nu

1

August 25, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Note Purchase Agreement, dated as of June 30, 2022, by and among The Toro Company and the Purchasers Listed on the Purchaser Schedule Thereto and Form of 3.97% Senior Note due June 30, 2032 (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 30, 2022, Commission File No. 1-8649).

Exhibit 10.1 Execution Version The Toro Company $100,000,000 3.97% Senior Notes due June 30, 2032 Note Purchase Agreement Dated June 30, 2022 Table of Contents Section Heading Page Section 1. Authorization of Notes and Incremental Leverage Fee 1 Section 1.1. Authorization of Notes 1 Section 1.2. Incremental Leverage Fee 1 Section 2. Sale and Purchase of Notes 2 Section 3. Closing 2 Section 4. Cond

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):June 30, 2022 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Number)

Second Amendment, dated as of June 30, 2022, to Note Purchase Agreement, dated as of April 30, 2019, by and among The Toro Company and each of the Institutions a Signatory Thereto (incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 30, 2022, Commission File No. 1-8649).

Exhibit 10.3 Execution Version The Toro Company Second Amendment Dated as of June 30, 2022 to Note Purchase Agreement Dated as of April 30, 2019 Re: $100,000,000 3.81% Senior Notes, Series A, due June 15, 2029 $100,000,000 3.91% Senior Notes, Series B, due June 15, 2031 Second Amendment to Note Purchase Agreement This Second Amendment dated as of June 30, 2022 (the or this ?Second Amendment?) to t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8649 A. Full title of the plan and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended April 29, 2022 ☐ Transition Report Pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended April 29, 2022 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-8649 THE TORO

The Toro Company Reports Solid Second-Quarter Fiscal 2022 Results Operational Execution Drives Sequential Quarterly Gross Margin Increase and Improved Full Year Outlook

Investor Relations Julie Kerekes Treasurer and Sr. Managing Director, Global Tax and Investor Relations (952) 887-8846, [email protected] Media Relations Branden Happel Senior Manager, Public Relations (952) 887-8930, [email protected] For Immediate Release The Toro Company Reports Solid Second-Quarter Fiscal 2022 Results Operational Execution Drives Sequential Quarterly Gross Margin In

Amendment No. 1 to Amended and Restated Credit Agreement dated as of April 27, 2022, by and among The Toro Company, Toro Luxembourg S.A.R.L., each of the Lenders Party Thereto

Execution Version AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?) is made and entered into as of April 27, 2022 by and among THE TORO COMPANY, a Delaware corporation (?Toro?), TORO LUXEMBOURG S.A.R.L., a Luxembourg limited liability company (soci?t? ? responsabilit? limit?e) incorporated and existing under th

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2022 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Number)

Conflict Minerals Report

Exhibit 1.01 Conflict Minerals Report I. Introduction The Toro Company (?TTC?) has included this Conflict Minerals Report as an exhibit to its Form SD as required by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (the ?Conflict Minerals Rule?). As used herein, Conflict Minerals, or 3TG, are columbite-tantalite (coltan), cassiterite, gold, wolframite and the derivativ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report The Toro Company (Exact name of registrant as specified in its charter) Delaware 1-8649 (State or other jurisdiction of incorporation) (Commission File Number) 8111 Lyndale Avenue South Bloomington, Minnesota 55420 (Address of principal executive offices) (Zip Code) Colleen Hart (952) 888-

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2022 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Numbe

Term Loan Credit Agreement dated as of April 27, 2022, by and among The Toro Company, as Borrower, Bank of America, N.A., as Administrative Agent, Wells Fargo Bank, National Association and U.S. Bank National Association, as Co-Syndication Agents and the Other Lenders Party Thereto (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 28, 2022, Commission File No. 1-8649).

Exhibit 10.1 Execution Version Published Deal CUSIP: 891091AR1 Published Term Loan CUSIP: 891091AS9 TERM LOAN CREDIT AGREEMENT Dated as of April 27, 2022 among THE TORO COMPANY, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Co-Syndication Agents, and The Other Lenders Party Hereto WELLS FARGO SECURITIES, L

As filed with the Securities and Exchange Commission on March 23, 2022

As filed with the Securities and Exchange Commission on March 23, 2022 Registration No.

As filed with the Securities and Exchange Commission on March 23, 2022

S-8 1 ttc-s8.htm S-8 As filed with the Securities and Exchange Commission on March 23, 2022 Registration No. 333- United States SECURITIES AND EXCHANGE cOMMISSION Washington, D.C. 20549 fOrm S-8 registration statement under the securities act of 1933 The Toro Company (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 41-05

Filing Fee Table (filed herewith)

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) The Toro Company (Exact name of registrant as specified in its charter) Table 1: Newly Registered Securities Security type Security class title Fee calculation rule Amount registered(1) Proposed maximum offering price per unit(2) Maximum aggregate offering price Fee rate Amount of registration fee Equity ? 2022 Plan Common Stock, par value $1.

Power of Attorney (filed herewith)

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, each being a member of the Board of Directors of The Toro Company, a Delaware corporation, do hereby make, nominate and appoint each of RICHARD M. OLSON AND AMY E. DAHL, signing singly, to be his or her attorney-in-fact, with full power and authority to sign his or her name to a Registration Statement on Form

The Toro Company 2022 Equity and Incentive Plan (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 16, 2022, Commission File No. 1-8649).

EXHIBIT 10.1 The Toro Company 2022 Equity and Incentive Plan Contents Article 1. Establishment, Purpose and Duration 1 Article 2. Definitions 1 Article 3. Administration 7 Article 4. Shares Subject to This Plan and Available for Awards; Adjustments; Minimum Vesting Periods 8 Article 5. Eligibility and Participation 10 Article 6. Stock Options 10 Article 7. Stock Appreciation Rights 12 Article 8. R

Form of Performance Share Award Agreement for use with The Toro Company 2022 Equity and Incentive Plan (incorporated by reference to Exhibit 10.5 to Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 16, 2022, Commission File No. 1-8649).

EXHIBIT 10.5 PERFORMANCE SHARE AWARD AGREEMENT THE TORO COMPANY 2022 EQUITY AND INCENTIVE PLAN This Agreement (this ?Agreement?) dated between The Toro Company, a Delaware corporation (?TTC?), and (?you?) sets forth the terms and conditions of a grant to you of a performance share award (this ?Performance Share Award?) under The Toro Company 2022 Equity and Incentive Plan, as such plan may be amen

Form of Nonqualified Stock Option Agreement for use with The Toro Company 2022 Equity and Incentive Plan (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 16, 2022, Commission File No. 1-8649).

EXHIBIT 10.2 NONQUALIFIED STOCK OPTION AGREEMENT THE TORO COMPANY 2022 EQUITY AND INCENTIVE PLAN This Agreement (this ?Agreement?) dated (the ?Grant Date?), between The Toro Company, a Delaware corporation (?TTC?), and (?you?) sets forth the terms and conditions of the grant to you of a nonqualified stock option (this ?Option?) to purchase shares of common stock, par value $1.00 per share, of TTC

Form of Nonemployee Director Stock Option Agreement for use with The Toro Company 2022 Equity and Incentive Plan (incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 16, 2022, Commission File No. 1-8649).

EXHIBIT 10.3 NONEMPLOYEE DIRECTOR STOCK OPTION AGREEMENT THE TORO COMPANY 2022 EQUITY AND INCENTIVE PLAN This Agreement (this ?Agreement?) dated (the ?Grant Date?), between The Toro Company, a Delaware corporation (?TTC?), and (?you?) sets forth the terms and conditions of the grant to you of a nonqualified stock option (this ?Option?) to purchase shares of common stock, par value $1.00 per share,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March15, 2022 THE TORO COMPANY (Exact name of Registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Number

Form of Restricted Stock Unit Award Agreement for use with The Toro Company 2022 Equity and Incentive Plan (incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 16, 2022, Commission File No. 1-8649).

EXHIBIT 10.4 RESTRICTED STOCK UNIT AWARD AGREEMENT THE TORO COMPANY 2022 EQUITY AND INCENTIVE PLAN This Agreement (this ?Agreement?) dated (the ?Grant Date?), between The Toro Company, a Delaware corporation (?TTC?), and (?you?) sets forth the terms and conditions of the grant to you of a restricted stock unit (?RSU?) award (this ?RSU Award?) that will settle in shares of common stock, par value $

Form of Annual Performance Award Agreement for use with The Toro Company 2022 Equity and Incentive Plan (incorporated by reference to Exhibit 10.6 to Registrant’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 16, 2022, Commission File No. 1-8649).

EXHIBIT 10.6 Annual Performance Award Agreement Fiscal XXXX The Toro Company 2022 Equity and Incentive Plan This Agreement (this ?Agreement?) dated (?Grant Date?) between The Toro Company, a Delaware corporation (?TTC?), and (?you?) sets forth the terms and conditions of a grant to you of an annual performance award (this ?Annual Performance Award?) under The Toro Company 2022 Equity and Incentive

The Toro Company Reports Solid First-Quarter Fiscal 2022 Results Drives Quarter over Quarter Sequential Gross Margin Improvement In a Dynamic Operating Environment

Investor Relations Julie Kerekes Treasurer and Sr. Managing Director, Global Tax and Investor Relations (952) 887-8846, [email protected] Media Relations Branden Happel Senior Manager, Public Relations (952) 887-8930, [email protected] For Immediate Release The Toro Company Reports Solid First-Quarter Fiscal 2022 Results Drives Quarter over Quarter Sequential Gross Margin Improvement In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended January 28, 2022 ☐ Transition Report Pursuant t

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended January 28, 2022 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-8649 THE TO

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2022 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

TTC / Toro Co / Select Equity Group, L.P. - SCHEDULE 13G/A, #1 Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Toro Company (Name of Issuer) Common Stock (Title of Class of Securities) 891092108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ?

EXHIBIT 99.1

EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

TTC / Toro Co / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: Toro Co. Title of Class of Securities: Common Stock CUSIP Number: 891092108 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13d-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 ttc-def14a20220315.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2022 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 001-08649 41-0580470 (State or other jurisdiction of incorporation) (Commission File

The Toro Company Acquires Intimidator Group, Manufacturer of Spartan Mowers Acquisition expands position in attractive zero-turn mower markets

Exhibit 99.1 Investor Relations Julie Kerekes Treasurer and Sr. Managing Director, Global Tax and Investor Relations (952) 887-8846, [email protected] Media Relations Branden Happel Senior Manager, Public Relations (952) 887-8930, [email protected] For Immediate Release The Toro Company Acquires Intimidator Group, Manufacturer of Spartan Mowers Acquisition expands position in attractive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended October 31, 2021 ☐ Transition Report Pursuant to Sectio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended October 31, 2021 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission file number: 1-8649 THE TORO COMPANY (Exact name

Fourth Amendment to Credit and Security Agreement effective as of November 1, 2021 by and between Red Iron Acceptance, LLC and TCF Inventory Finance, Inc. (incorporated by reference to Exhibit 10.24 to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 2021, Commission File No. 1-8649).

Exhibit 10.24 FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT This Amendment, entered into as of August 23, 2021, and effective as of November 1, 2021, is by and between RED IRON ACCEPTANCE, LLC, a Delaware limited liability company (?Borrower?), and TCF INVENTORY FINANCE, INC., a Minnesota corporation (?Lender?). Capitalized terms used herein and not otherwise defined shall have the meanings as

Description of Common Stock of The Toro Company (filed herewith).

Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of October 31, 2021, The Toro Company, a Delaware corporation (?TTC,? ?we,? ?us? and ?our?), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $1.00 per share (?common stock?). The following description o

Subsidiaries of Registrant (filed herewith).

Exhibit 21 THE TORO COMPANY Subsidiaries of Registrant The following are significant subsidiaries of The Toro Company as of October 31, 2021: Name State or Other Jurisdiction of Incorporation Percentage of Voting Securities Owned Anvil Land and Properties, Inc.

The Toro Company Reports Record Full-Year Fiscal 2021 Results Double-Digit Net Sales Growth in Both Segments in the Fourth Quarter

Investor Relations Julie Kerekes Treasurer and Sr. Managing Director, Global Tax and Investor Relations (952) 887-8846, [email protected] Media Relations Branden Happel Senior Manager, Public Relations (952) 887-8930, [email protected] For Immediate Release The Toro Company Reports Record Full-Year Fiscal 2021 Results Double-Digit Net Sales Growth in Both Segments in the Fourth Quarter

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2021 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Nu

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2021 THE TORO COMPANY (Exact name of Registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Numb

Amended and Restated Credit Agreement dated as of October 5, 2021, by and among The Toro Company and Toro Luxembourg S.à r.l., as Borrowers, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, swingline lender and L/C issuer, Wells Fargo Bank, National Association and U.S. Bank National Association, as co-syndication agents, and BMO Harris Bank, N.A. and HSBC Bank USA, National Association, as co-documentation agents (filed herewith).

EX-10.1 2 ttc-ex1016.htm EX-10.1 Exhibit 10.1 Published Deal CUSIP: 891091AN0 Published Revolver CUSIP: 891091AP5 Published Term Loan CUSIP: 891091AQ3 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 5, 2021 among THE TORO COMPANY, TORO LUXEMBOURG S.A.R.L., and CERTAIN OTHER SUBSIDIARIES, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, WELLS

The Toro Company Reports Record Third-Quarter Fiscal 2021 Results Continued Broad-Based Demand Across Professional and Residential Segments

EX-99.1 2 ttc09022021exhibit991.htm EX-99.1 Investor Relations Julie Kerekes Treasurer and Sr. Managing Director, Global Tax and Investor Relations (952) 887-8846, [email protected] Media Relations Branden Happel Senior Manager, Public Relations (952) 887-8930, [email protected] For Immediate Release The Toro Company Reports Record Third-Quarter Fiscal 2021 Results Continued Broad-Based

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended July 30, 2021 ☐ Transition Report Pursuant to S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended July 30, 2021 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-8649 THE TORO

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2021 THE TORO COMPANY (Exact name of registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8649 A. Full title of the plan and

TTC / Toro Co / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0010-toroco.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Toro Co. Title of Class of Securities: Common Stock CUSIP Number: 891092108 Date of Event Which Requires Filing of this Statement: May 28, 2021 Check the appropriate box to designate the rule pursuant to wh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended April 30, 2021 ☐ Transition Report Pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended April 30, 2021 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-8649 THE TORO

The Toro Company Reports Strong Second-Quarter Fiscal 2021 Results Broad-Based Demand and Operational Execution Drive Record Results for Both Segments

Investor Relations Julie Kerekes Sr. Managing Director, Treasurer, Global Tax and Investor Relations (952) 887-8846, [email protected] Media Relations Branden Happel Senior Manager, Public Relations (952) 887-8930, [email protected] For Immediate Release The Toro Company Reports Strong Second-Quarter Fiscal 2021 Results Broad-Based Demand and Operational Execution Drive Record Results f

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2021 THE TORO COMPANY (Exact name of registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Fourth Amendment to Agreement to Form Joint Venture dated as of March 26, 2021 and effective as of March 2, 2020 by and between The Toro Company and TCF Inventory Finance, Inc. (filed herewith).

EX-2.2 2 ttc04302021exhibit22.htm EX-2.2 Exhibit 2.2 [PORTIONS HEREIN IDENTIFIED BY [***] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.] FOURTH AMENDMENT TO AGREEMENT TO FORM JOINT VENTURE THIS FOURTH AMENDMENT TO AGREEMENT TO FORM JOINT VENTURE, is dated as of Mar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report The Toro Company (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report The Toro Company (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 8111 Lyndale Avenue South Bloomington, Minnesota 55420 (Address of principal executiv

Conflict Minerals Report

Exhibit 1.01 Conflict Minerals Report I. Introduction The Toro Company (?TTC?) has included this Conflict Minerals Report as an exhibit to its Form SD as required by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (the ?Conflict Minerals Rule?). As used herein, Conflict Minerals, or 3TG, are columbite-tantalite (coltan), cassiterite, gold, wolframite and the derivativ

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2021 THE TORO COMPANY (Exact name of Registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Numbe

The Toro Company Reports Strong First-Quarter Fiscal 2021 Results Professional Landscape Contractor Sales and Residential Snow Products Drive Performance

Investor Relations Julie Kerekes Senior Managing Director, Investor Relations (952) 887-8846, julie.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended January 29, 2021 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-8649 THE TO

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2021 THE TORO COMPANY (Exact name of registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or Other Jurisdiction of Incorporation) (Commission File Number

EXHIBIT 99.2

EX-99.2 3 s40474487c.htm EXHIBIT 99.2 EXHIBIT 99.2 AGREEMENT OF REPORTING PERSONS The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

EXHIBIT 99.1

EX-99.1 2 s40474487b.htm EXHIBIT 99.1 EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The Toro Company (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) December 31, 2020 (Date of

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The Toro Company (Name of Issuer) Common Stock (Title of Class of Securities) 891092108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ?

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Toro Co. Title of Class of Securities: Common Stock CUSIP Number: 891092108 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

Description of Common Stock of The Toro Company (filed herewith).

EX-4.5 3 ttc-10312020xex45.htm EX-4.5 Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of October 31, 2020, The Toro Company, a Delaware corporation (“TTC,” “we,” “us” and “our”), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $1.00 per share (“commo

Fourth Amendment to Limited Liability Company Agreement of Red Iron Acceptance, LLC dated as of July 17, 2019 by and between Red Iron Holding Corporation and TCFIF Joint Venture I, LLC (incorporated by reference to Exhibit 2.9 to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 2020, Commission File No. 1-8649).

Exhibit 2.9 FOURTH AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF RED IRON ACCEPTANCE, LLC THIS FOURTH AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF RED IRON ACCEPTANCE, LLC, dated as of July 17, 2019 (this “Amendment”), is entered into by and between RED IRON HOLDING CORPORATION, a Delaware Corporation (“Toro Sub”), and TCFIF JOINT VENTURE I, LLC, a Minnesota limited liability company

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended October 31, 2020 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission file number: 1-8649 THE TORO COMPANY (Exact name

Subsidiaries of Registrant (filed herewith).

Exhibit 21 THE TORO COMPANY Subsidiaries of Registrant The following are significant subsidiaries of The Toro Company as of October 31, 2020: Name State or Other Jurisdiction of Incorporation Percentage of Voting Securities Owned Anvil Land and Properties, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2020 THE TORO COMPANY (Exact name of registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or Other Jurisdiction of Incorporation) (Commission File Nu

The Toro Company Reports Strong Fourth-Quarter and Full-Year Fiscal 2020 Results Professional Segment Acquisitions and Residential Segment Performance Drive Results

Investor Relations Nicholas Rhoads Managing Director, Investor Relations (952) 887-8865, nicholas.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2020 THE TORO COMPANY (Exact name of Registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Num

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2020 THE TORO COMPANY (Exact name of registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended July 31, 2020 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-8649 THE TORO

The Toro Company Reports Third-Quarter Fiscal 2020 Results Residential Segment Retail Demand and Incremental Venture Products Sales Key Drivers of Performance

Investor Relations Nicholas Rhoads Managing Director, Investor Relations (952) 887-8865, nicholas.

- 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8649 A. Full title of the plan and

The Toro Company Reports Second Quarter Fiscal 2020 Results Acquisitions and Residential Segment Growth Partially Offset COVID-19 Related Impacts

Investor Relations Nicholas Rhoads Managing Director, Investor Relations (952) 887-8865, nicholas.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended May 1, 2020 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-8649 THE TORO CO

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2020 THE TORO COMPANY (Exact name of registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Conflict Minerals Report

EX-1.01 Exhibit 1.01 Conflict Minerals Report I. Introduction The Toro Company (“TTC”) has included this Conflict Minerals Report as an exhibit to its Form SD as required by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (the “Conflict Minerals Rule”). As used herein, Conflict Minerals, or 3TG, are columbite-tantalite (coltan), cassiterite, gold, wolframite and the d

- SD

SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report The Toro Company (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 8111 Lyndale Avenue South Bloomington, Minnesota 55420 (Address of principal execu

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2020 THE TORO COMPANY (Exact name of Registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Numbe

The Toro Company Takes Additional Proactive Actions in Response to COVID-19 Pandemic

EXHIBIT 99.1 Investor Relations Nicholas Rhoads Managing Director, Investor Relations (952) 887-8865, [email protected] Media Relations Branden Happel Senior Manager, Public Relations (952) 887-8930, [email protected] For Immediate Release The Toro Company Takes Additional Proactive Actions in Response to COVID-19 Pandemic BLOOMINGTON, Minn.—(BUSINESS WIRE) —April 30, 2020— The Toro C

- POST-EFFECTIVE AMENDMENT NO. 2

S-8 POS 1 ttc-s8pos.htm POST-EFFECTIVE AMENDMENT NO. 2 As filed with the Securities and Exchange Commission on April 24, 2020 Registration No. 333-151086 Registration No. 333-159767 United States SECURITIES AND EXCHANGE cOMMISSION Washington, D.C. 20549 Post-effective amendment no. 2 to form s-8 registration no. 333-151086 Post-effective amendment no. 2 to form s-8 registration no. 333-159767 unde

- POST-EFFECTIVE AMENDMENT NO. 2

As filed with the Securities and Exchange Commission on April 24, 2020 Registration No.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2020 THE TORO COMPANY (Exact name of Registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Numbe

The Toro Company Provides Business Updates Related to COVID-19 Impact

EXHIBIT 99.1 Investor Relations Nicholas Rhoads Managing Director, Investor Relations (952) 887-8865, [email protected] Media Relations Branden Happel Senior Manager, Public Relations (952) 887-8930, [email protected] For Immediate Release The Toro Company Provides Business Updates Related to COVID-19 Impact BLOOMINGTON, Minn.—(BUSINESS WIRE) —March 30, 2020— The Toro Company (NYSE: T

Term Loan Credit Agreement dated as of March 30, 2020, by and among The Toro Company, as Borrower, lenders as parties thereto, Bank of America, N.A., as Administrative Agent, and U.S. Bank National Association, as Syndication Agent (incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K dated March 30, 2020, Commission File No. 1-8649).

EX-10.1 2 ttc-ex1016.htm EX-10.1 EXHIBIT 10.1 Execution Version TERM LOAN CREDIT AGREEMENT Dated as of March 30, 2020 among THE TORO COMPANY, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and The Other Lenders Party Hereto U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent BofA SECURITIES, INC., as Lead Arranger and Bookrunner TABLE OF CONTENTS Section Page ARTICLE I. DEFINITIONS

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2020 THE TORO COMPANY (Exact name of Registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Numbe

Third Amendment to Credit and Security Agreement effective as of December 20, 2019 by and between Red Iron Acceptance, LLC and TCF Inventory Finance, Inc. (incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2020, Commission File No. 1-8649).

EX-10.1 5 ttc1312020exhibit101.htm EXHIBIT 10.1 Exhibit 10.1 THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT, effective as of December 20, 2019 (this “Amendment”), is entered into by and between RED IRON ACCEPTANCE, LLC, a Delaware limited liability company (“Borrower”), and TCF INVENTORY FINANCE, INC., a Minnesota corporation (“Lender”). Capi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2020 THE TORO COMPANY (Exact name of registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or Other Jurisdiction of Incorporation) (Commission File Number

The Toro Company Reports First Quarter Fiscal 2020 Results Charles Machine Works and Residential Segment Key Drivers of Strong Q1 Performance

Investor Relations Nicholas Rhoads Managing Director, Investor Relations (952) 887-8865, nicholas.

Third Amendment to Agreement to Form Joint Venture effective as of December 20, 2019 by and between The Toro Company and TCF Inventory Finance, Inc. (incorporated by reference to Exhibit 2.2 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2020, Commission File No. 1-8649).

Exhibit 2.2 [PORTIONS HEREIN IDENTIFIED BY [***] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.] THIRD AMENDMENT TO AGREEMENT TO FORM JOINT VENTURE THIS THIRD AMENDMENT TO AGREEMENT TO FORM JOINT VENTURE, effective as of December 20, 2019 (this “Amendment”), is ente

First Amendment to Fourth Amended and Restated Program and Repurchase Agreement effective as of December 20, 2019 by and between The Toro Company and Red Iron Acceptance, LLC (incorporated by reference to Exhibit 2.4 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2020, Commission File No. 1-8649).

Exhibit 2.4 [PORTIONS HEREIN IDENTIFIED BY [***] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.] FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED PROGRAM AND REPURCHASE AGREEMENT THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED PROGRAM AND REPURCHASE AGREEMENT, dat

Fifth Amendment to Limited Liability Company Agreement of Red Iron Acceptance, LLC effective as of December 20, 2019 by and between Red Iron Holding Corporation and TCFIF Joint Venture I, LLC (incorporated by reference to Exhibit 2.3 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2020, Commission File No. 1-8649).

Exhibit 2.3 FIFTH AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF RED IRON ACCEPTANCE, LLC THIS FIFTH AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF RED IRON ACCEPTANCE, LLC, effective as of December 20, 2019 (this “Amendment”), is entered into by and between RED IRON HOLDING CORPORATION, a Delaware corporation (“Toro Sub”), and TCFIF JOINT VENTURE I, LLC, a Minnesota limited liability co

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended January 31, 2020 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-8649 THE TO

TTC / Toro Company (The) / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Toro Co/The Title of Class of Securities: Common Stock CUSIP Number: 891092108 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

TTC / Toro Company (The) DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

TTC / Toro Company (The) DEF 14A - - DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

Subsidiaries of Registrant (filed herewith).

Exhibit 21 THE TORO COMPANY AND SUBSIDIARIES Subsidiaries of Registrant The following are significant subsidiaries of The Toro Company as of December 13, 2019.

Amendment No. 1 to The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as Amended and Restated, dated as of December 3, 2019 (incorporated by reference to Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the fiscal year ended October 31, 2019, Commission File No. 1-8649)

Exhibit 10.2 AMENDMENT NO. 1 TO THE TORO COMPANY AMENDED AND RESTATED 2010 EQUITY AND INCENTIVE PLAN, AS AMENDED AND RESTATED The Board of Directors (the “Board”) and shareholders of The Toro Company, a Delaware corporation (the “Company”), have heretofore approved and adopted The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended and restated (the “Plan”), and pursuant t

Description of Common Stock of The Toro Company (filed herewith).

EX-4.5 2 ttc-10312019xex45.htm EXHIBIT 4.5 Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of October 31, 2019, The Toro Company, a Delaware corporation (“Toro,” “we,” “us” and “our”), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $1.00 per share (

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended October 31, 2019 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission file number: 1-8649 THE TORO COMPANY (Exact name

The Toro Company Reports Fiscal 2019 Results Charles Machine Works Acquisition and Snow Products Contribute to Strong Q4 and Full-Year Performance

Investor Relations Nicholas Rhoads Director, Investor Relations (952) 887-8865, nicholas.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2019 THE TORO COMPANY (Exact name of registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Organizational Announcement

EXHIBIT 99.1 The Toro Company 8111 Lyndale Avenue South, Bloomington, Minnesota 55420-1196 Organizational Announcement DATE: November 12, 2019 FROM: Rick Olson TO: All Employees The beginning of our new fiscal year brings with it an upcoming change to the leadership team. Today I announce that Tim Dordell, vice president, secretary and general counsel, has decided to retire from The Toro Company e

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2019 THE TORO COMPANY (Exact name of Registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Num

TTC / Toro Company (The) / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Toro Co/The Title of Class of Securities: Common Stock CUSIP Number: 891092108 Date of Event Which Requires Filing of this Statement: August 30, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended August 2, 2019 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 1-8649 THE TORO

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 ttc082220198k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2019 THE TORO COMPANY (Exact name of registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or Other Jurisdiction of Incorpor

The Toro Company Reports Third Quarter Results

Investor Relations Heather Hille Director, Investor Relations (952) 887-8923, heather.

Regulation FD Disclosure, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2019 THE TORO COMPANY (Exact name of Registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Numbe

The Toro Company Announces New Underground Construction Business Strategy New strategy will best serve customers, leverage world-class channel partners and position the company for future growth

EXHIBIT 99.1 Investor Relations Heather Hille Director, Investor Relations & External Communications (952) 887-8923, [email protected] Media Relations Branden Happel Senior Manager, Public Relations (952) 887-8930, [email protected] For Immediate Release The Toro Company Announces New Underground Construction Business Strategy New strategy will best serve customers, leverage world-class

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2019 THE TORO COMPANY (Exact name of Registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Number

TTC / Toro Company (The) 11-K - - 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8649 A. Full title of the plan and

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On April 1, 2019 ("closing date" or "acquisition date"), pursuant to the Agreement and Plan of Merger dated February 14, 2019 ("merger agreement"), The Toro Company ("Toro" or "company") completed the acquisition of The Charles Machine Works, Inc. ("CMW"), a privately held Oklahoma corporation ("acquisition"). The transactio

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2019 THE TORO COMPANY (Exact name of registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or Other Jurisdiction of Incorporation) (Co

Exhibit 99.1 Consolidated Financial Statements and Report of Independent Certified Public Accountants The Charles Machine Works, Inc. December 31, 2018 and 2017 Contents Report of Independent Certified Public Accountants 1 Consolidated Balance Sheets

ttc06132019ex991 Exhibit 99.1 Consolidated Financial Statements and Report of Independent Certified Public Accountants The Charles Machine Works, Inc. December 31, 2018 and 2017 Contents Report of Independent Certified Public Accountants 1 Consolidated Balance Sheets 3 Consolidated Statements of Comprehensive Income 4 Consolidated Statements of Stockholders’ Equity 5 Consolidated Statements of Cas

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended May 3, 2019 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to THE TORO COMPANY (Exact name of registrant

TTC / Toro Company (The) SD - - SD

SD 1 ttc-sd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report The Toro Company (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 8111 Lyndale Avenue South Bloomington, Minnesota 55420 (Address of

Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form

Exhibit 1.01 Conflict Minerals Report I. Introduction The Toro Company (“Toro”) has included this Conflict Minerals Report as an exhibit to its Form SD as required by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (the "Conflict Minerals Rule"). As used herein, Conflict Minerals, or 3TG, are columbite-tantalite (coltan), cassiterite, gold, wolframite and the derivati

The Toro Company Reports Second Quarter Results

Investor Relations Heather Hille Director, Investor Relations (952) 887-8923, heather.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2019 THE TORO COMPANY (Exact name of registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2019 THE TORO COMPANY (Exact name of Registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Note Purchase Agreement, dated as of April 30, 2019, by and among The Toro Company and the purchasers listed on the Purchaser Schedule thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 30, 2019, Commission File No. 1-8649).

EXHIBIT 10.1 Execution Version The Toro Company $200,000,000 $100,000,000 3.81% Senior Notes, Series A, due June 15, 2029 $100,000,000 3.91% Senior Notes, Series B, due June 15, 2031 Note Purchase Agreement Dated April 30, 2019 Table of Contents Section Heading Page Section 1. Authorization of Notes and Incremental Leverage Fee 1 Section 1.1. Authorization of Notes 1 Section 1.2. Incremental Lever

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2019 THE TORO COMPANY (Exact name of Registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or Other Jurisdiction of Incorporation) (Commission File Number

The Toro Company Completes Acquisition of Charles Machine Works Parent Company of Market-Leading Ditch Witch

EXHIBIT 99.1 Investor Relations Heather Hille Director, Investor Relations (952) 887-8923, [email protected] Media Relations Branden Happel Senior Manager, Public Relations (952) 887-8930, [email protected] For Immediate Release The Toro Company Completes Acquisition of Charles Machine Works Parent Company of Market-Leading Ditch Witch BLOOMINGTON, Minn. (April 1, 2019) – The Toro Compa

Jeffrey L. Harmening and Joyce A. Mullen Join The Toro Company Board of Directors

EXHIBIT 99.1 Investor Relations Heather Hille Director, Investor Relations (952) 887-8923, [email protected] Media Relations Branden Happel Senior Manager, Public Relations (952) 887-8930, [email protected] For Immediate Release Jeffrey L. Harmening and Joyce A. Mullen Join The Toro Company Board of Directors BLOOMINGTON, Minn. (March 20, 2019) – On March 19, 2019, The Toro Company (NYS

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2019 THE TORO COMPANY (Exact name of Registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Term Loan Credit Agreement dated as of March 19, 2019, by and among The Toro Company, as Borrower, the lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, and JP Morgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as Syndication Agents (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated March 19, 2019, Commission File No. 1-8649).

EXHIBIT 10.1 Published Deal CUSIP: 891091AK6 Published Three-Year Term Loan CUSIP: 891091AL4 Published Five-Year Term Loan CUSIP: 891091AM2 TERM LOAN CREDIT AGREEMENT Dated as of March 19, 2019 among THE TORO COMPANY, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agents, and The Other Lenders Party

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended February 1, 2019 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to THE TORO COMPANY (Exact name of regis

The Toro Company Reports Record First Quarter Results

Investor Relations Heather Hille Director, Investor Relations (952) 887-8923, heather.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2019 THE TORO COMPANY (Exact name of registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Agreement and Plan of Merger dated as of February 14, 2019, by and among The Toro Company, The Charles Machine Works, Inc., Helix Company, Inc., and Agent 186 LLC as Shareholders’ Agent (incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated February 14, 2019, Commission File No. 1-8649).

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and among THE TORO COMPANY, THE CHARLES MACHINE WORKS, INC. HELIX COMPANY, INC. and AGENT 186 LLC AS SHAREHOLDERS’ AGENT Dated as of February 14, 2019 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Certain Defined Terms 1 ARTICLE II THE MERGER 19 2.1 The Merger 19 2.2 Closing; Effective Time 19 2.3 Effect of the Merger 19 2.4 Certificate of Incorpora

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2019 THE TORO COMPANY (Exact name of Registrant as Specified in Its Charter) Delaware 1-8649 41-0580470 (State or Other Jurisdiction of Incorporation) (Commission File Nu

The Toro Company to Acquire The Charles Machine Works, Inc. Parent Company of a Strong Portfolio of Underground Construction Brands Including Market-Leading Ditch Witch

EXHIBIT 99.1 Investor Relations Heather Hille Director, Investor Relations (952) 887-8923, [email protected] Media Relations Branden Happel Senior Manager, Public Relations (952) 887-8930, [email protected] For Immediate Release The Toro Company to Acquire The Charles Machine Works, Inc. Parent Company of a Strong Portfolio of Underground Construction Brands Including Market-Leading Dit

TTC / Toro Company (The) / VANGUARD GROUP INC Passive Investment

torocothe.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9 )* Name of issuer: Toro Co/The Title of Class of Securities: Common Stock CUSIP Number: 891092108 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate t

TTC / Toro Company (The) DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

TTC / Toro Company (The) DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit

Subsidiaries of Registrant (filed herewith).

Exhibit 21 THE TORO COMPANY AND SUBSIDIARIES Subsidiaries of Registrant The following are significant subsidiaries of The Toro Company as of December 14, 2018.

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended October 31, 2018 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission file number: 1-8649 THE TORO COMPANY (Exact name

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2018 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State of Incorporation) (Commission File Number) (I.R.S. Employer

The Toro Company Reports Record Fiscal 2018 Results

Investor Relations Heather Hille Director, Investor Relations (952) 887-8923, heather.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2018 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State or other jurisdiction of incorporation) (Commission File Nu

TTC / Toro Company (The) 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended August 3, 2018 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to THE TORO COMPANY (Exact name of registr

The Toro Company Reports Record Fiscal 2018 Third Quarter Results

Investor Relations Heather Hille Director, Investor Relations (952) 887-8923, heather.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2018 THE TORO COMPANY (Exact name of registrant as specified in its charter) Delaware 1-8649 41-0580470 (State of Incorporation) (Commission File Number) (I.R.S. Employer I