2026 Proxy Statement

NOTICE OF 2026 ANNUAL MEETING AND

PROXY STATEMENT

MARCH 17, 2026

https://www.virtualshareholdermeeting.com/TTC2026

952-888-8801

Dear Fellow Stockholders:

On behalf of The Toro Company Board of Directors and management team, we are pleased to invite you to join us for The Toro Company 2026 Annual Meeting of Stockholders to be held virtually on Tuesday, March 17, 2026 at 2:00 p.m., Central Daylight Time.

We have designed the virtual annual meeting to ensure that stockholders are afforded the same opportunity to participate as they would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. Details about the annual meeting, nominees for election to the Board of Directors and other matters to be acted on at the annual meeting are presented in the notice and proxy statement that follow. Information regarding attending the virtual annual meeting can be found on page 90 of the proxy statement.

It is important that your shares are represented at the annual meeting, regardless of the number of shares you hold. Accordingly, please exercise your right to vote by following the instructions for voting contained in the Notice Regarding the Availability of Proxy Materials or the paper or electronic copy of our proxy materials you received for the meeting.

Thank you for your continued support of our Company. Sincerely,

Chairman of the Board and CEO February 3, 2026

[THIS PAGE INTENTIONALLY LEFT BLANK]

Date: Tuesday, March 17, 2026

Time: 2:00 p.m., Central Daylight Time

Location: Virtual

https://www.virtualshareholdermeeting.com/TTC2026

Agenda: 1. Election of directors: Dianne C. Craig, Eric P. Hansotia and D. Christian Koch for a term of three years ending at the 2029 Annual Meeting of Stockholders;

1. Ratification of the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending October 31, 2026;

2. Approval of, on an advisory basis, our executive compensation;

3. Approval of The Toro Company 2026 Equity Plan;

4. Approval of an amendment to the Company's Restated Certificate of Incorporation to eliminate or limit the liability of officers as provided under Delaware law;

5. Approval of an amendment to the Company's Restated Certificate of Incorporation to change the par value of all capital stock from $1.00 to $0.01 per share; and

6. To transact any other business properly brought before the annual meeting or any adjournment or postponement of the annual meeting.

We currently are not aware of any other business to be brought before the annual meeting. Stockholders of record at the close of business on January 20, 2026, the record date, will be entitled to vote at the annual meeting or at any adjournment or postponement of the annual meeting. A stockholder list will be made available at our principal executive offices during ordinary business hours beginning March 6, 2026, for examination by any stockholder registered on our stock ledger as of the record date for any purpose germane to the annual meeting.

Your vote is important. A majority of the outstanding shares of our common stock must be present either by attending the virtual meeting or by proxy to constitute a quorum for the conduct of business. Please promptly vote your shares by following the instructions for voting contained in the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic version of our proxy materials, by completing, signing, dating and returning your proxy card or by Internet, telephone or mobile device voting as described on your proxy card.

February 3, 2026

BY ORDER OF THE BOARD OF DIRECTORS

Vice President, General Counsel and Corporate Secretary

TABLE OF CONTENTS

LETTER TO STOCKHOLDERS i

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS iii

EXECUTIVE SUMMARY viii

Business Overview

Highlights of Our Financial, Operational and Strategic Achievements for Fiscal 2025 The Toro Company's Commitment to Sustainability

2026 Annual Meeting of Stockholders

Meeting Agenda, Voting Matters and Recommendations How to Cast Your Vote

Corporate Governance Highlights Executive Compensation

viii viii ix ix ix ix x xi

Fiscal 2025 Executive Compensation Summary xi

PROXY STATEMENT 1

PROPOSAL ONE-ELECTION OF DIRECTORS 2

Board Size and Structure 2

Nominees for Director 2

Board Recommendation 2

Information About Director Nominees and Continuing Directors 3

DIRECTOR COMPENSATION 11

Director Compensation Program for Fiscal 2025 11

Director Compensation Highlights 13

Director Compensation for Fiscal 2025 13

CORPORATE GOVERNANCE 15

Overview 15

Corporate Governance Guidelines 15

Staggered Board Structure 16

Policy Regarding Separation of Chair and CEO 16

Current Board Leadership Structure 16

Director Attendance; Executive Sessions 16

Board Committees 17

Director Refreshment, Recruitment, Nomination and Qualifications 18

Director Independence 20

Board and Committee Evaluations 20

Management Succession Planning 20

Director Orientation and Continuing Education 20

Board's Role in Risk Oversight 20

Executive Compensation Process 21

Related Person Transactions and Policies and Procedures Regarding Related Person

Transactions 22

Board of Directors Business Ethics Policy Statement 22

Code of Conduct and Code of Ethics for our CEO and Senior Financial Personnel 23

Communications with Directors 23

Complaint Procedures 23

Insider Trading Policy 23

PROPOSAL TWO-RATIFICATION OF THE SELECTION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING OCTOBER 31,

2026 24

Annual Evaluation and Selection of Independent Registered Public Accounting Firm 24

Audit, Audit-Related, Tax and Other Fees 24

Pre-Approval Policies and Procedures 25

Board Recommendation 25

Audit Committee Report 26

PROPOSAL THREE-APPROVAL OF, ON AN ADVISORY BASIS, OUR EXECUTIVE

COMPENSATION 27

Background 27

Our Pay Philosophy 27

Best Practices 27

Proposed Resolution 28

Next Say-on-Pay Vote 28

Board Recommendation 28

COMPENSATION DISCUSSION AND ANALYSIS 29

Executive Summary: Fiscal 2025 Incentive Compensation Changes 29

Executive Summary: Fiscal 2025 Compensation Actions and Incentive Compensation Outcomes 29

Compensation Philosophy 31

Compensation Highlights and Best Practices 32

Pay for Performance and Pay Mix 32

Elements of Our Executive Compensation Program 33

Employment, Severance and Change in Control Arrangements 42

Stock Ownership Guidelines 42

Anti-Hedging and Anti-Pledging 42

Tax Considerations 42

Risk Assessment 43

Clawback Policy and Provisions 43

Competitive Considerations and Use of Market Data 43

How We Make Compensation Decisions 44

Compensation & Human Resources Committee Report 45

EXECUTIVE COMPENSATION 46

Summary Compensation Table 46

All Other Compensation for Fiscal 2025 47

Grants of Plan-Based Awards for Fiscal 2025 48

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the

Release of Material Nonpublic Information 50

Outstanding Equity Awards at Fiscal Year-End for 2025 52

Option Exercises and Stock Vested for Fiscal 2025 52

Nonqualified Deferred Compensation for Fiscal 2025 53

Pay Versus Performance (PvP) 57

Potential Payments Upon Termination or Change in Control 62

Pay Ratio Disclosure 67

Compensation & Human Resources Committee Interlocks and Insider Participation 67

PROPOSAL FOUR-APPROVAL OF THE TORO COMPANY 2026 EQUITY PLAN 68

Proposed 2026 Equity and Incentive Plan 68

Reasons Why You Should Vote to Approve the 2026 Plan 68

Summary of Sound Governance Features of the 2026 Plan 69

Background for Shares Authorized for Issuance Under the 2026 Plan 69

Summary of the 2026 Plan Features 72

U.S. Federal Income Tax Information 78

New Plan Benefits 80

Board Recommendation 80

PROPOSAL FIVE-APPROVAL OF AMENDMENT TO COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE OR LIMIT LIABILITY OF OFFICERS AS PROVIDED UNDER DELAWARE LAW 81

Overview of Proposed Exculpation Charter Amendment 81

Background of Proposed Exculpation Charter Amendment 81

Reasons for Proposed Exculpation Charter Amendment 81

Board Recommendation 82

PROPOSAL SIX-APPROVAL OF AMENDMENT TO COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO CHANGE PAR VALUE OF ALL CAPITAL STOCK FROM $1.00 to $0.01

PER SHARE 83

Overview of Proposed Par Value Amendment 83

Reasons for Proposed Par Value Amendment 83

Effect of Proposed Par Value Amendment 83

Timing and Effect of Proposed Par Value Amendment 84

Board Recommendation 84

STOCK OWNERSHIP 85

Significant Beneficial Owners 85

Directors and Executive Officers 86

Stock Ownership Guidelines 87

Anti-Hedging and Anti-Pledging Policies 87

Delinquent Section 16(a) Reports 88

EQUITY COMPENSATION PLAN INFORMATION 89

GENERAL INFORMATION ABOUT THE 2026 ANNUAL MEETING AND VOTING 90

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be

Held on Tuesday, March 17, 2026 90

When and Where Will the Annual Meeting Be Held? 90

Why is the Annual Meeting Being Held Virtually? 90

How Can I Attend the Virtual Annual Meeting? 90

What Are the Purposes of the Annual Meeting? 90

Are There Any Matters To Be Voted On at the Annual Meeting that Are Not Included in this Proxy Statement? 91

Who Is Entitled to Vote and How Many Shares Must Be Present to Hold the Annual Meeting? 91

How Do I Vote My Shares? 91

How Does the Board Recommend that I Vote and What Vote is Required for Each Proposal? 92

How Will My Shares Be Voted? 93

What Does It Mean If I Receive More Than One Notice or Set of Proxy Materials? 93

References in this proxy statement to:

• "TTC," "we," "us," "our," or the "Company" refer to The Toro Company;

• "Board" refer to the Board of Directors of TTC;

• "annual meeting" refer to our 2026 Annual Meeting of Stockholders;

• 2025 Annual Report refer to our Annual Report to Stockholders for fiscal 2025, which includes our Annual Report on Form 10-K for the fiscal year ended October 31, 2025, being made available together with this proxy statement; and

• Restated Certificate of Incorporation refer to the Company's Restated Certificate of Incorporation, as amended.

Information on our website and any other websites referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement.

EXECUTIVE SUMMARY

The Toro Company, founded in 1914, is a leading global provider of solutions for the outdoor environment including turf and landscape maintenance, snow and ice management, underground construction, rental and specialty construction, and irrigation and outdoor lighting solutions. With its worldwide headquarters in Bloomington, Minnesota, The Toro Company's global presence extends to more than 125 countries through a family of brands that includes Toro, Ditch Witch, Exmark, BOSS, Ventrac, Tornado, HammerHead, American Augers, Spartan, Subsite, Radius, Hayter, Perrot, Unique Lighting Systems, Irritrol, and Lawn-Boy. Through constant innovation and caring relationships built on trust and integrity, The Toro Company and its family of brands have built a legacy of excellence by helping customers work on golf courses, sports fields, construction sites, public green spaces, commercial and residential properties and agricultural operations.

Financial1

$4.51 billion Net Sales

Achieved $4.51 billion in total net sales, consisting of professional segment net sales of $3.62 billion, and residential segment net sales of $0.86 billion.

$4.20

Adjusted Earnings Per Share

Achieved adjusted diluted earnings per share, or Adjusted EPS, of $4.20 per share.

$0.38 share Quarterly Cash Dividend

Paid a $0.38 per share quarterly cash dividend, a 5.6% increase over our fiscal 2024 quarterly cash dividend, and announced a $0.39 per share quarterly cash dividend for fiscal 2026.

Sustainability

Released our Fiscal 2024 Sustainability Report in June 2025, which highlights key achievements, metrics and sustainability goals through the lens of our Product, People and Process sustainability pillars. The report builds on our longstanding commitment to making a positive impact financially, socially and environmentally worldwide.

Strategic

Accelerating Profitable Growth, Driving Productivity and Operational Excellence and Empowering our People

Continued our key strategic priorities of accelerating profitable growth, driving productivity and operational excellence, and empowering our people.

Research and Development Investment

We invested $162.3 million in R&D initiatives.

Continued Focus on Alternative Power, Smart-Connected Products and Autonomous Solutions Our creative, hard-working teams drove innovative advancements in technology, focusing on alternative power, smart-connected products and autonomous solutions.

1 Certain measures are non-GAAP. A reconciliation of these non-GAAP measures to their most comparable GAAP measures can be found in Appendix A hereto.

For additional information about our commitment to sustainability, please see our most recent Sustainability Report, which is available on our website at https://www.thetorocompany.com under the Sustainability tab.

Election of directors: Dianne C. Craig, Eric P. Hansotia and D. Christian Koch for a term of three years ending at the 2029 Annual Meeting of Stockholders.

FOR

each Page 2 nominee

Ratification of the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending October 31, 2026.

FOR

Page 24

Page 27

FOR

Approval of, on an advisory basis, our executive compensation.

Page 68

FOR

Approval The Toro Company 2026 Equity Plan.

Approval of an amendment to the Company's Restated Certificate of Incorporation to eliminate and limit the liability of officers as provided under Delaware Law.

FOR

Page 81

Approval of an amendment to the Company's Restated Certificate of Incorporation to change the par value of all capital stock from $1.00 to $0.01 per share.

FOR

Page 83

Your vote is important! Please vote your shares promptly using one of the methods listed below. See page 91 for additional voting information.

The Toro Company is committed to strong corporate governance practices. Highlights of the Company's corporate governance practices include:

Independent Board (other than CEO), with 100% independent Board committees

Director resignation policy

Limits on public company board and audit committee service

Ongoing Board refreshment with three new independent directors added in the last five years

Board skills and experience have continued to evolve with strategy, with appropriate mix of skills, backgrounds and tenure

Representation

Independent Directors Gender, Racial or Ethnic

(rounded)

Average Tenure (Independent Directors)

8G%

Gender

Representation 33%

56%

Racial or Ethnic

Representation 22%

Over 10 Years

25%

5-10 Years

38%

8.5

Years

0-4 Years

38%

We seek to motivate executive officers to achieve improved financial performance of our Company through incentive plans that reward better performance with increased incentive payouts and hold executive officers accountable for financial performance that falls below targeted levels by paying reduced or no incentive payouts. Accordingly, a significant portion of the target total direct compensation for our Chairman and CEO and other executive officers is comprised of short- and long-term variable performance-based, or at risk, compensation to directly link their pay to performance. Generally, higher level executive positions have a higher level of pay that is performance-based.

The breakdown of variable, at-risk, pay (broken out between target annual cash incentives and target long-term incentives) compared fixed pay (i.e., annual base salary) for our Chairman and CEO and other Named Executive Officers is shown below:

Chairman and CEO

Target Total Direct Compensation Mix

All Other Named Executive Officers Target Total Direct Compensation Mix

Target Long-

Term Incentives:

51%

Annual Base Salary: 28%

Target Annual Cash Incentives: 21%

Annual

Base Salary: 14%

Target Long-

Term Incentives:

68%

Target

Annual Cash Incentives:

18%

Total Performance Based: 86%

Total Performance Based: 72%

X X X X

Emphasize long-term performance in our equity-based incentive awards

Use a mix of performance measures in our incentive plans Establish threshold levels of performance and caps on payouts Maintain a robust clawback policy and provisions

No guaranteed base salary increases No guaranteed incentives or bonuses No excessive perquisites

No individual executive employment agreements

No gross-up payments

Our fiscal 2025 financial performance resulted in the following:

Annual cash incentives at the corporate level were paid at 81.6% of target.

Three-year performance awards for the fiscal 2023 to fiscal 2025 performance period were paid at 22.2% of target.

8111 Lyndale Avenue South Bloomington, Minnesota 55420-1196

2026 ANNUAL MEETING OF STOCKHOLDERS TUESDAY, MARCH 17, 2026

2:00 p.m. Central Daylight Time

The Toro Company Board of Directors is using this proxy statement to solicit your proxy for use at The Toro Company 2026 Annual Meeting of Stockholders. We intend to send a Notice Regarding the Availability of Proxy Materials for the annual meeting and make proxy materials available to stockholders (or for certain stockholders and for those who request, a paper version of this proxy statement and the form of proxy) on or about February 3, 2026.

Our Restated Certificate of Incorporation provides that our Board of Directors may be comprised of between eight and twelve directors. Currently, our Board is comprised of nine directors until the Board determines to change the number. As provided in our Restated Certificate of Incorporation, our Board is divided into three staggered classes of directors of the same or nearly the same number, with each class elected in a different year for a term of three years. Our current directors and their respective current terms are as follows:

The Board has nominated Dianne C. Craig, Eric P. Hansotia and D. Christian Koch to serve three-year terms expiring at the 2029 annual meeting. Each director nominee is a current member of the Board and has consented to serve if elected. Proxies only can be voted for the number of persons named as nominees in this proxy statement, which is three.

If prior to the annual meeting the Board learns that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for that nominee will be voted for a substitute nominee as selected by the Board. Alternatively, at the Board's discretion, the proxies may be voted for that fewer number of nominees as results from the inability of any nominee to serve. The Board has no reason to believe that any of the three nominees will be unable to serve.

The Board of Directors Recommends a Vote FOR Each Nominee for Director

The following pages provide information about the nominees for election to the Board at the annual meeting, each of whom is a current Board member, and each of the other continuing members of the Board.

All of our director nominees and continuing directors bring to our Board a wealth of executive leadership experience as well as personal and professional integrity; appropriate levels of education and business experience; strong business acumen; an appropriate level of understanding of our business, industries and other relevant industries; the ability and willingness to devote adequate time to the work of our Board and its committees; a fit of skills and personality with those of our other directors that helps build a Board that is effective, collegial and responsive to the needs of our Company; strategic thinking acumen and a willingness to share ideas; a diversity of experiences, expertise, cultures and backgrounds; and the ability to represent the interests of all our stockholders.

The Board considers the following skills and experience to be integral to the success of our Company:

Experience as an Executive Leader in the Following Areas

The chart below summarizes the key experience of each director nominee and continuing director in these critical areas, and provides certain demographic information. Each director also contributes other important skills, knowledge, experience, viewpoints, and perspectives to our Board that are not reflected in the chart below.

Dianne Craig

Gary Ellis

Eric Hansotia

Jeffrey Harmening

D. Christian Koch

Joyce Mullen

Richard Olson

James O'Rourke

Jill Pemberton

Current/Former CEO

Finance/Financial Oversight

Corporate Governance

Manufacturing/Supply Chain/ Operations

Distribution Channel

Strategic Planning and Business Development

Regulatory/Government

Risk Management Health and Safety Sustainability/Climate

M&A and Other Transactions

International Operations

Information Systems/ Cybersecurity/Artificial Intelligence

Previously Resided Outside the United States

Demographics

Race/Ethnicity Representation

Gender Representation

Age 61 69 57 59 61 63 62 65 55

Tenure (Years)

2

20

4

7

10

7

10

14

4

Director Retirement Policy. Pursuant to the Company's Corporate Governance Guidelines, directors are not expected to be nominated for election or re-election to the Board after their seventieth (70th) birthday. However, upon the recommendation of the Nominating and Governance Committee, the Board may nominate director candidates who have reached their seventieth (70th) birthday, if it determines that doing so is in the best interest of the Company.

Director Resignation Policy. Pursuant to the Company's current Amended and Restated Bylaws, any director nominee in an uncontested election as to whom a majority of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors are designated to be "withheld" from or are voted "against" that director shall tender a resignation for consideration by the Nominating and Governance Committee. The Nominating and Governance Committee shall evaluate and recommend to the Board the action to be taken with respect to such tendered resignation.

The information presented on the following pages regarding each director nominee or continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board to conclude that such director should serve as a director in light of our business and structure.

Dianne C. Craig was President of Lincoln, the luxury vehicle division of Ford Motor Company, Dearborn, Michigan (a designer, manufacturer and servicer of cars, trucks, sport utility vehicles and electric vehicles worldwide) until her retirement in April 2025. She held the following positions, all at Ford Motor:

Age 61

Director since 2024 Independent Committees

• Audit

• Finance

  • President, Lincoln (December 2022 - April 2025)

  • President, International Markets, Thailand (January 2021 - November 2022)

  • Chief Executive Officer, FordDirect (June 2018 - December 2020)

  • Executive Director, U.S. Sales (December 2016 - May 2018)

  • Chief Executive Officer, Ford Motor Company of Canada (November 2011 -November 2016

    Qualifications

    Ms. Craig brings to our Board a deep and diverse range of executive leadership experience in an industry applicable to our Company. She contributes a strategic perspective on digital technologies, brand enhancements and international operations. Furthermore, her extensive background in channel strategy, building dealer relationships and delivering best-in-class marketing solutions brings expertise in areas critical to the ongoing success of our Company.

    Other Public Company Boards

    Current Past 5 Years

    None None

    
    
    Eric P. Hansotia

    Age 57

    Director since 2022 Independent Committees

• Compensation &

  Human Resources

• Nominating and Governance

  Background

  Eric P. Hansotia is the Chairman, President and Chief Executive Officer of AGCO Corporation, Duluth, Georgia (a global leader in the design, manufacture and distribution of agricultural solutions). He holds or held the following positions at AGCO:

  • Chairman, President and Chief Executive Officer (since January 2021)

  • Chief Operating Officer (January 2019 - December 2020)

  • Senior Vice President, Global Crop Cycle and Fuse Connected Services (January 2015 - January 2019)

  • Senior Vice President, Global Harvesting and Advanced Technology Solutions (July 2013 - January 2015)

    Prior to joining AGCO, Mr. Hansotia spent 20 years at Deere & Company in various leadership positions, including at the senior vice president, vice president and general manager levels.

    Qualifications

    Mr. Hansotia brings to our Board deep industry experience and a strong strategic perspective and extensive executive leadership experience in areas critical to our Company's success, including engineering, quality, technology transitions and opportunities, manufacturing, product management, mergers and acquisitions, channel development, and public company governance. He has significant international experience gained from leading global manufacturing and supply chain functions.

    Other Public Company Boards

    Current Past 5 Years

    AGCO Corporation None

    
    
    D. Christian Koch

    Age 61

    Director since 2016 Independent Committees

• Compensation &

  Human Resources

• Nominating and Governance (Chair)

D. Christian Koch is the Chair, President and Chief Executive Officer of Carlisle Companies Incorporated, Scottsdale, Arizona (a portfolio of building product businesses). He holds or held the following positions, all at Carlisle:

• Chairman (since May 2020)

• Chief Executive Officer (since January 2016)

• President (since May 2014)

• Chief Operating Officer (May 2014 - January 2016)

• Group President, Carlisle Diversified Products (June 2012 - May 2014)

• President, Carlisle Brake & Friction (January 2009 - June 2012)

• President, Carlisle Asia-Pacific (February 2008 - January 2009)

Mr. Koch brings to our Board his experience as a seasoned executive with strong business acumen and significant experience managing distribution, supply chain, manufacturing and sales operations around the world as well as with mergers and acquisitions and long-range planning. In addition, as a public company director and executive, Mr. Koch contributes a solid understanding of financial oversight, strategic planning, executive compensation, talent development and corporate governance.

Current Past 5 Years

Carlisle Companies Inc. None

Gary L. Ellis retired from Medtronic plc, Dublin, Ireland (a global medical technology company). He held the following positions, all at Medtronic:

• Executive Vice President, Global Operations, Information Technology and Facilities & Real Estate (June 2016 - December 2016)

• Executive Vice President and Chief Financial Officer (April 2014 - June 2016)

• Senior Vice President and Chief Financial Officer (May 2005 - April 2014)

Age 69

Director since 2006 Lead Independent

Director

• Audit

• Finance

  • Vice President, Corporate Controller and Treasurer (October 1999 - May 2005)

Mr. Ellis brings extensive financial leadership experience to provide oversight regarding capital structure, financial condition and policies, long-range financial objectives, tax strategies, financing requirements and arrangements, capital budgets and expenditures, risk-management, insurance coverage and strategic planning matters. As our lead independent director, he provides balanced, collaborative and challenging support to both the Board and our Chairman and CEO. Mr. Ellis contributes enhanced knowledge of public company requirements and issues. Additionally, Mr. Ellis contributes his experience managing worldwide financial operations and analyzing financial implications of merger and acquisition transactions, as well as aligning business strategies and financial decisions.

Current Past 5 Years

Inspire Medical Systems, Inc. Hill-Rom Holdings, Inc.

Age 62

Director since 2016

None

Richard M. Olson is our Chairman of the Board and Chief Executive Officer. He holds or held the following positions, all at The Toro Company:

• Chairman (since November 2017)

• Chief Executive Officer (since November 2016)

• President (September 2015 - August 2025)

• Chief Operating Officer (September 2015 - October 2016)

• Group Vice President, International Business, Micro Irrigation Business and Distributor Development (June 2014 - September 2015)

• Vice President, International Business (March 2013 - June 2014)

• Vice President, Exmark (March 2012 - March 2013)

In his nearly 40 years with our Company, Mr. Olson has developed and brings to our Board rich knowledge of the Company, including, in particular, our global businesses and operations, manufacturing processes, supply chain, distribution and channel development, and product development strategies. In addition, the broad experience he has gained through his past leadership of various businesses and manufacturing operations provides him with a unique perspective regarding our growth initiatives and strategic direction. He contributes a deep commitment to quality, technological advancements, innovation, sustainability, culture, ethical values and business conduct, and focus on customer service. As a result of his dual role as Chairman and CEO, Mr. Olson provides unique insight into our Company's future strategies, opportunities and challenges and serves as a unifying element between our Board and management.

Current Past 5 Years

Donaldson Company, Inc. None

Age 55

Director since 2022 Independent Committees

• Audit (Chair)

• Finance

  Background

  Jill M. Pemberton is the Chief Financial Officer, North America of LVMH Moët Hennessy Louis Vuitton, Paris, France (a global luxury product company), a position she has held since July 2020. Prior to her current role, she held the following positions:

• Senior Vice President, Corporate Financial Planning & Analysis, Viacom Inc. (now known as Paramount Global, a leading global media company) (July 2019 -January 2020)

• Vice President, Finance, Source COE, Supply Chain (February 2017 - June 2019); Vice President, Finance, Global Franchise Organization, Consumer (March 2014 - February 2017; and Vice President, Finance (September 2013 - March 2014), all at Johnson & Johnson (a global health care company)

  Prior to these roles, Ms. Pemberton served in various finance roles of increasing responsibility at the Kraft Heinz Company, Delta Air Lines, Inc. and ZF Group Inc. She holds a Directorship Certification from the National Association of Corporate Directors.

  Qualifications

  Ms. Pemberton brings to our Board strong and broad financial experience and acumen, enterprise risk management knowledge including relating to cybersecurity and business continuity, investor perspective, strong brand experience and sourcing and supply chain oversight. In addition, she contributes a strategic perspective, with significant acquisition and integration experience, all of which assists our Board in providing guidance and oversight in these areas.

  Other Public Company Boards

  Current Past 5 Years

  None None

  Continuing Members of the Board - Current Term Ending at the 2028 Annual Meeting
  
  Background

  Jeffrey L. Harmening is the Chairman and Chief Executive Officer of General Mills, Inc., Minneapolis, Minnesota (a global manufacturer, marketer and supplier of food products). He holds or held the following positions, all at General Mills:

  Jeffrey L. Harmening

  Age 59

  Director since 2019 Independent Committees

• Audit

• Finance (Chair)

  
  
  Joyce A. Mullen

  Age 63

  Director since 2019 Independent Committees

• Compensation &

  Human Resources

• Nominating and Governance

  • Chairman (since January 2018)

  • Chief Executive Officer (since June 2017)

  • President and Chief Operating Officer (July 2016 - May 2017)

  • Executive Vice President, Chief Operating Officer, U.S. Retail (May 2014 -June 2016)

  • Senior Vice President, Chief Executive Officer, Cereal Partners Worldwide (July 2012 - April 2014)

    Qualifications

    Mr. Harmening brings to our Board extensive experience as a seasoned executive with strong business and financial acumen and experience implementing the strategic direction for a complex and publicly traded company with extensive distribution channels and supply chain operations. Furthermore, he brings experience in driving growth through customer-valued products and acquisitions and expertise in driving employee engagement through creating a culture of belonging. He demonstrates strong business discipline and commitment to best practices. In addition, he has significant experience managing operations around the world, including having lived in Europe for six years during his tenure at General Mills.

    Other Public Company Boards

    Current Past 5 Years

    General Mills, Inc. None

    Background

    Joyce A. Mullen is the President and Chief Executive Officer of Insight Enterprises, Inc., Chandler, Arizona (an information technology company). She holds or has held the following positions at Insight:

  • President and Chief Executive Officer (since January 2022)

  • President of North American Businesses (October 2020 - December 2021) Previously, Ms. Mullen held various positions over a 21-year career at Dell Technologies (a digital technology solutions company), including:

  • President, Global Channel, OEM and IoT (November 2017 - August 2020)

  • Senior Vice President and General Manager, Global OEM and IoT Solutions (February 2015 - November 2017)

  • Vice President and General Manager, Global OEM Solutions (February 2012 - February 2015)

    Ms. Mullen also spent 10 years in leadership positions at Cummins Engine Company, including distribution, manufacturing and international business development.

    Qualifications

    Ms. Mullen brings to our Board significant executive leadership skills, technology and smart-connected products expertise, strategic and innovative thinking and strong international business experience. She also offers a valuable perspective with regard to evaluating and supporting talent. Additionally, she contributes substantial knowledge of worldwide manufacturing, distribution channels, cybersecurity, digital product development and supply chain strategies, including improving efficiencies in manufacturing operations using Six Sigma, Kaizen and Lean techniques.

    Other Public Company Boards

    Current Past 5 Years

    Insight Enterprises, Inc. None

    
    
    James C. O'Rourke

    Age 65

    Director since 2012

    Committees

• Compensation & Human Resources (Chair)

• Nominating and Governance

  Background

  James C. O'Rourke served as Senior Advisor to The Mosaic Company, Tampa, Florida (a global producer and marketer of combined concentrated phosphate and potash crop nutrients for the global agriculture industry) until his retirement in June 2024. He held the following positions, all at The Mosaic Company:

• Chief Executive Officer (August 2015 - December 2023)

• President (August 2015 - August 2023)

• Executive Vice President-Operations and Chief Operating Officer (August 2012 -August 2015)

• Executive Vice President-Operations (January 2009 - August 2012)

Mr. O'Rourke brings to our Board significant leadership skills, strategic and innovative thinking from a former chief executive officer perspective and strong international business expertise. He also contributes substantial knowledge of worldwide manufacturing, distribution and supply chain strategies and environmental, health and safety matters. In addition, as a public company director and executive, Mr. O'Rourke contributes a solid understanding of executive compensation and corporate governance matters.

Current Past 5 Years

Rio Tinto plc The Mosaic Company Weyerhaeuser Company

DIRECTOR COMPENSATION

Overview. Our non-employee director compensation program is designed to attract and retain experienced and knowledgeable directors and align the interests of our directors with those of our stockholders. In fiscal 2025, our non-employee director compensation was comprised of cash compensation, in the form of annual retainers, and equity compensation, in the form of annual stock awards and stock options. If desired, a director could elect to receive the cash compensation in the form of a stock award, causing a substantial portion of our non-employee director compensation to be linked to our stock performance. Each component of our non-employee director compensation is described in more detail below. All equity-based compensation paid to our non-employee directors is granted under our then current stockholder-approved plan. As an employee director, Mr. Olson does not receive any additional compensation for his service as a director.

Process for Consideration and Determination of Director Compensation. The Board has delegated to the Compensation & Human Resources Committee the responsibility, among other things, to review and recommend to the Board any proposed changes in non-employee director compensation. The Committee typically engages an independent external compensation consultant to assist the Committee in this regard.

The Compensation & Human Resources Committee engaged Willis Towers Watson to review our non-employee director compensation program for fiscal 2025. Willis Towers Watson's review consisted of, among other things, analysis of board and committee compensation trends, a competitive assessment based on a selected group of manufacturing companies operating in the United States that are similar in size to us from a revenue and market capitalization perspective, and a separate analysis of lead director compensation. For fiscal 2025, the Board, upon recommendation of the Compensation & Human Resources Committee approved certain changes, including a $10,000 increase to the annual stock award and a $1,500 increase to each of the annual retainers for the Finance Committee and the Nominating and Governance Committee Chair.

Elements of Our Non-Employee Director Compensation Program. The following table sets forth our fiscal 2025 non-employee director compensation program.

Non-Employee Director Compensation ($)

The following summarizes our non-employee director compensation program:

Annual Retainers Annual cash retainers are paid quarterly for service on the Board and its committees and in Board leadership roles, such as a Board committee chair or Lead Independent Director.

Annual Stock Awards

On the first business day of our fiscal year, a stock award is automatically granted under our then current stockholder-approved plan. The number of shares is determined by dividing the stock award value by the average of the closing prices of our common stock during the three months prior to the grant. The shares are fully vested at the time of grant.

Annual Stock Option Awards

On the first business day of our fiscal year, a stock option to purchase shares of our common stock is automatically granted under our then current stockholder-approved plan. The number of stock options is determined by dividing the stock option award value by the grant date fair value of a stock option to purchase one share of our common stock. See below for additional information regarding vesting of stock option grants.

Deferred Compensation Plan

Non-employee directors may elect to defer receipt of all or a part of their stock award and/or cash compensation on a calendar year basis under The Toro Company Deferred Compensation Plan for Non-Employee Directors, or the Deferred Plan for Directors. Because the value of a director's deferred compensation account fluctuates, as applicable, based on the market value of our common stock or based on a rate of return on funds that are comparable to funds available in The Toro Company Retirement Plan, or Retirement Plan, earnings on deferred compensation are not preferential. Dividends paid on our common stock are credited to a director's account as additional common stock units. A director is fully vested in his or her deferred compensation account. Distributions under the Deferred Plan for Directors are payable in accordance with the director participant's prior distribution elections upon the earliest of retirement, prior to retirement if a valid election has been made or in an unforeseeable financial emergency.

Charitable Giving We offer a matching gift program for our non-employee directors, similar to the matching gift program offered to our employees, which provides that a gift or gifts by a director to one or more tax exempt 501(c)(3) charitable organizations located in the United States will be matched by us in an aggregate amount of up to $1,000 per director per year.

Stock Option Vesting. Except as described below, stock options granted to our non-employee directors vest in three equal installments on each of the first, second and third year anniversaries of the grant date and remain exercisable for a term of ten years after the grant date.

If a director becomes disabled or dies, all outstanding unvested stock options will vest in full on the date the director's service ceases by reason of such disability or death and all outstanding stock options may be exercised up to the earlier of the date the stock options expire or one year after the date the director's service ceased by reason of such disability or death.

If a director has served as a member of the Board for ten full fiscal years or longer and terminates his or her service on the Board, other than due to death or disability, his or her outstanding unvested stock options will continue to vest in accordance with their terms and the director may exercise the vested portions of the stock options for up to four years after the director's date of termination, but not later than the date the stock options expire. If a director has served as a member of the Board for less than ten full fiscal years and terminates his or her service on the Board, other than due to death or disability, his or her outstanding unvested stock options will expire and be canceled and the director may exercise any vested portions of the stock options for up to three months after the director's date of termination, but not later than the date the stock options expire. The following

independent directors who served during all or part of fiscal 2025 have ten or more fiscal years of service: Gary L. Ellis, D. Christian Koch and James C. O'Rourke.

If there is a change in control of our Company, stock options held by directors will vest immediately and remain exercisable for the remaining term. The general definition of a change in control for these purposes is described under "Potential Payments upon Termination or Change in Control - Change in Control."

Some highlights of our non-employee director compensation program are:

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No Fees for Board or Committee Meeting Attendance: Meeting attendance is an expected part of Board service.

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Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with stockholders.

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Recognition of Special Roles: Special roles (such as Lead Independent Director and Board committee chairs) are fairly recognized for their additional time commitments.

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Annual Stock Grants with Immediate Vesting: Stock awards are granted annually with a fixed value and immediate vesting to support independence.

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Limit on Total Non-Employee Director Compensation: Our current stockholder-approved incentive plan contains a limit on total non-employee director compensation.

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Robust Stock Ownership Guidelines: A guideline of five times the annual Board cash retainer supports alignment with stockholders' interests and mitigates potential compensation-related risk.

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No Perquisites: Our directors receive no perquisites, personal benefits or other compensation, other than Company products for personal use and occasional travel for guests of non-employee directors and officers.

The following table provides summary information concerning the compensation of each individual non-employee director who served during fiscal 2025. Amounts in the table are not reduced to reflect elections, if any, by the non-employee directors to defer receipt of compensation. Deferral elections are described in more detail in the footnotes to the table. Earnings on nonqualified deferred compensation are not on a basis that is considered to be above-market or preferential.

1. Unless a director elected to defer receipt or convert a portion or all of his or her annual retainers into shares of our common stock, annual retainers were paid in cash at the beginning of each fiscal quarter.

2. The following directors elected to convert all or a portion of their calendar 2025 cash retainers into shares of our common stock, which number of shares received was based on the closing price of our common stock on December 15, 2025, of $73.48: Ms. Craig-1,544 shares; Mr. Koch-1,592 shares; and Ms. Pemberton-1,816 shares.

3. On November 1, 2024, 1,101 shares of our common stock were granted to each non-employee director with the calculation as to the number of shares based on the average of the closing prices of our common stock during the three months prior to the grant, which was $86.21. However, the amount reported in the table represents the grant date fair value of $81.50, the closing price on the grant date, computed in accordance

   with Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 718. These stock awards were the only stock awards granted to directors during fiscal 2025. As of October 31, 2025, no directors held any restricted stock or other unvested stock awards.

4. On November 1, 2024, a stock option to purchase 2,167 shares of our common stock was granted to each non-employee director. The amount reported in the table represents the grant date fair value computed in accordance with FASB ASC Topic 718. The following is a summary of the specific assumptions used in the valuation of the option awards:

   Grant Date	Risk Free Rate	Expected Life	Expected Volatility	Expected Dividend Yield	Per Share Black-Scholes Value
   11/1/2024	4.20%	6.8	27.68%	1.40%	$25.38

   The exercise price per share is $81.50, which is equal to 100% of the fair market value of our common stock on the grant date, determined by the closing price on that date. The actual value of the stock option awards, if any, to be realized by a director depends upon whether the price of our common stock at exercise is greater than the exercise price on the stock options. These stock option awards were the only stock option awards granted to directors during fiscal 2025. For the aggregate number of stock options (exercisable and unexercisable) held by each non-employee director who served during all or part of fiscal 2025, as of January 20, 2026, please see Footnote 2 in the section entitled "Stockholder Ownership - Directors and Executive Officers," beginning on page 86.

5. We generally do not provide perquisites and other personal benefits to our non-employee directors, other than Company products for personal use and occasional travel for guests of non-employee directors and officers. The amount reported for Mr. O'Rourke includes the value of products, parts, service or accessories, as described under Company Products above.

6. Under the Deferred Plan for Directors, Ms. Mullen elected to defer receipt of her: (i) calendar 2024 and calendar 2025 retainers earned in fiscal 2025; and (ii) the annual stock award granted on November 1, 2024.

   Non-Employee Director Stock Ownership Guidelines. Our non-employee directors are required to hold an amount of Company shares equal to five times the annual Board cash retainer. For additional information, please see the section entitled "Stockholder Ownership - Stock Ownership Guidelines," 87.

   Anti-Hedging and Anti-Pledging. Under the Company's Insider Trading Policy, all directors, officers and employees of the Company are prohibited from engaging in speculative transactions in our Company's securities or other transactions which might give the appearance of impropriety. Specifically, all directors, officers and employees of the Company are prohibited from engaging in hedging transactions involving our Company's securities and purchasing our Company's securities on margin, borrowing against any account in which our Company's securities are held, or pledging our Company's securities as collateral for a loan. For additional information, please see the section entitled "Stockholder Ownership - Anti-Hedging and Anti-Pledging," beginning on page 87.

   CORPORATE GOVERNANCE

   Overview

   The following section provides an overview of The Toro Company's corporate governance practices and the Company's commitment to strong corporate governance that supports the long-term value of the Company, as evidenced by the framework the Company currently has in place.

   Board of Directors

   • Board and Committee Independence and Lead Independent Director. All of our directors, except our Chairman and CEO, and including our Lead Independent Director, are independent. All of our Board committees are comprised solely of independent directors.
   • Director Resignation Policy. If any nominee for director in an uncontested election receives a majority of "withheld" votes, such director shall tender a resignation for consideration by the Nominating and Governance Committee, which then shall recommend to the Board the action to be taken with respect to such tendered resignation.
   • Annual Board and Committee Self-Evaluations. The Board, in coordination with the Nominating and Governance Committee, conducts an annual self-evaluation of the Board as a whole and each of its committees. Each committee also conducts an annual self-evaluation. This process helps inform the annual director nomination process and Board refreshment.
   • Annual Board Evaluation of CEO. The Chair of the Board and the Chair of the Compensation & Human Resources Committee lead the annual evaluation process of the CEO.
   • Limits on Public Company Board and Audit Committee Service. No independent director may serve on more than four public company boards (including the Company's Board) and directors who are also serving as a chief executive officer, including the Company's CEO, may not serve on more than two public company boards (including the Company's Board). No member of the Audit Committee may simultaneously serve on the audit committee of more than three public companies (including the Company's Audit Committee), unless the Board determines that such simultaneous service would not impair the effectiveness of the director's service on the Company's Audit Committee. A director must seek approval of the Nominating and Governance Committee in advance of serving on the board of another entity.
   • Regular Executive Sessions of Independent Directors. The independent directors hold regular executive sessions, generally at each regularly scheduled meeting of the Board and each committee, at which management, including the Chairman and CEO, is not present.

     Stockholder Rights and Engagement

   • No Stockholder Rights Plan. We do not have a stockholder rights agreement, also known as a poison pill.
   • Stockholder Engagement. We regularly engage with stockholders, including our top institutional investors. At these meetings, we typically discuss board oversight, executive compensation and sustainability, among other topics. Corporate Governance Guidelines

     The Board maintains Corporate Governance Guidelines which describe our corporate governance practices and policies and provide a framework for our Board governance. The Nominating and Governance Committee reviews our Corporate Governance Guidelines annually to ensure they reflect current corporate governance standards and the Company's practices. The Corporate Governance Guidelines can be found under the "Corporate Governance" subsection of the "Investor Relations" section of our website at https:// https://www.thetorocompany.com/corporate-governance/highlights, or by writing to our Corporate Secretary at The Toro

     Company, Inc., 8111 Lyndale Avenue South, Bloomington, Minnesota, 55420-1196 and via email at invest@toro.com.

     Staggered Board Structure

     Our certificate of incorporation provides for a staggered board of directors consisting of three classes of directors, with each class serving a three-year term. We are committed to strong corporate governance, and our Board believes that our staggered board structure provides important benefits to us and our stockholders, including promotion of our long-term objectives, enhanced director independence, stability and continuity of leadership, and protection from unsolicited takeovers.

     Policy Regarding Separation of Chair and CEO

     Our Corporate Governance Guidelines provide that our Board has no policy with respect to the separation of the offices of the Chair of the Board and the CEO. The Board believes it is appropriate not to have a policy requiring the separation of the offices of the Chair of the Board and the CEO so that the Board may make this determination based on what it believes is best under the current circumstances. Additionally, our Board believes that this issue is part of the succession planning process and will be reviewed as the Nominating and Governance Committee deems it appropriate. However, at any time that: (i) the offices of Chair of the Board and CEO are held by the same person; or (ii) the Chair of the Board does not meet the criteria for "independence" as established by applicable law, the rules and regulations of the SEC, or the NYSE listing standards, then the Board, upon recommendation of the Nominating and Governance Committee, shall appoint a Lead Independent Director, who shall have such duties as are described in the Corporate Governance Guidelines or otherwise determined by the Board.

     Current Board Leadership Structure

     Our Board is currently chaired by Richard M. Olson, our Chairman and CEO. Our Lead Independent Director, selected by the Board, is Gary L. Ellis. Our Nominating and Governance Committee and Board believe that our current Board leadership structure ensures a strong and independent Board of Directors, provides effective governance, and creates appropriate oversight for the long-term benefit of our stockholders.

     Chairman and CEO Lead Independent Director

Each Board member is expected to dedicate to the Company sufficient time, energy and attention to ensure the diligent performance of the director's duties. Our Corporate Governance Guidelines provide that, except in exigent circumstances, each member of the Board is expected to attend Board and committee meetings. Each director attended at least 75% of the combined total meetings of the full Board and the committees on which such director served in fiscal 2025. Directors are also expected to attend the Company's