DEF 14A of Toro Co, Feb 3, 2026

DEF 14A of Toro Co

Filed Feb 3, 2026 · FY20250001628280-26-004993

Open on EDGAR

  1. Fiscal 2025 Executive Compensation Summary

    | What we do | ✓ | 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 | | What we don't do | Х | No guaranteed base salary increases | | | Х | No guaranteed incentives or bonuses | | | Х | No excessive perquisites | | | Х | No individual executive employment agreements | | | Х | No gross-up payments |

  2. Fiscal 2025 Executive Compensation Summary

    | 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. |

  3. Nominees for Director

    Nominees for Director 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.

  4. Nominees for Director

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

  5. Information About Director Nominees and Continuing Directors

    Information About Director Nominees and Continuing Directors 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:

  6. Information About Director Nominees and Continuing Directors

    | Current/Former CEO. Current or former experience as a chief executive officer is important for providing unique insights on complex global organizations, strategy, risk management, and how to drive change and growth. Finance/Financial Oversight. A strong understanding of accounting and finance is important in critically evaluating our performance and overseeing the integrity of our financial reporting. Corporate Governance. Experience with corporate governance, including with public company boards, fosters a deep understanding of the duties and responsibilities of a public company board of directors, promotes efficient and effective board processes, and enhances board effectiveness, which ultimately supports our goals of independent oversight, strong Board and management accountability, transparency, and long-term stockholder value. Manufacturing/Supply Chain/Operations. Experience in manufacturing, supply chain and operations is important for providing oversight of optimal manufacturing processes, supplier relationships and the capital needs of the Company. Distribution Channel. Understanding our distribution channel is key to providing important perspectives on our relationships with our distribution partners. Strategic Planning and Business Development. Strong strategic planning experience, including technology, is vital to assisting us with our short- and long-term strategic planning and key strategic decisions, including identifying growth opportunities, expanding market presence, building strategic partnerships and executing high-impact initiatives. Regulatory/Government. Significant governmental and policymaking experience play an increasingly important role on our Board as our products become more heavily regulated. | Risk Management. Experience with risk management and compliance develops a director’s ability to appreciate, anticipate and effectively oversee risks, which is critical to the Board’s role in overseeing the risks facing the Company. Health and Safety. Ability to provide oversight of our manufacturing operations and employee programs supports our focus on a culture of wellness and safety in our manufacturing facilities and office environments. Sustainability/Climate. Our commitment to integrating sustainability considerations across our businesses is enhanced by the Board’s ability to support these efforts. Mergers and Acquisitions (M&A) and Other Transactions. Experience with M&A and other similar transactions, including divestitures, joint ventures and other partnerships, is critical to sound decisions for strategically pursuing acquisitions that are complementary to our businesses and growing our customer base and geographic penetration. International Operations. Experience with international operations is important in light of our global footprint and desire to grow our international business. Information Systems/Cybersecurity/Artificial Intelligence. Board oversight of our information systems, cybersecurity risk and use of artificial intelligence is critical in light of the increasing prevalence of cyber attacks, and evolving uses of artificial intelligence, that could result in reputational, legal, and operational issues for the Company. Previously Resided Outside the United States. A solid understanding of our global workforce and customers assists the Company with further developing our international strategy. |

  7. Information About Director Nominees and Continuing Directors

    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.

  8. Information About Director Nominees and Continuing Directors

    | Experience as an Executive Leader in the Following Areas | 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 |

  9. Information About Director Nominees and Continuing Directors

    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.

  10. Director Nominees for Election to the Board for a Term Ending at the 2029 Annual Meeting

    Director Nominees for Election to the Board for a Term Ending at the 2029 Annual Meeting

  11. Director Nominees for Election to the Board for a Term Ending at the 2029 Annual Meeting

    | Dianne C. Craig Age 61 Director since 2024 Independent Committees •Audit •Finance | Background | | | | 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: •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 |

  12. Director Nominees for Election to the Board for a Term Ending at the 2029 Annual Meeting

    | 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 |

  13. Director Nominees for Election to the Board for a Term Ending at the 2029 Annual Meeting

    | D. Christian Koch Age 61 Director since 2016 Independent Committees •Compensation & Human Resources •Nominating and Governance (Chair) | Background | | | | 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) Qualifications | | | | 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. Other Public Company Boards | | | | Current | Past 5 Years | | | Carlisle Companies Inc. | None |

  14. Continuing Members of the Board — Current Term Ending at the 2027 Annual Meeting

    | Gary L. Ellis Age 69 Director since 2006 Lead Independent Director Committees •Audit •Finance | Background | | | | 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) •Vice President, Corporate Controller and Treasurer (October 1999 – May 2005) Qualifications | | | | 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. Other Public Company Boards | | | | Current | Past 5 Years | | | Inspire Medical Systems, Inc. | Hill-Rom Holdings, Inc. |

  15. Continuing Members of the Board — Current Term Ending at the 2027 Annual Meeting

    | Richard M. Olson Age 62 Director since 2016 Committees None | Background | | | | 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) Qualifications | | | | 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. Other Public Company Boards | | | | Current | Past 5 Years | | | Donaldson Company, Inc. | None |

  16. Continuing Members of the Board — Current Term Ending at the 2027 Annual Meeting

    | Jill M. Pemberton 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 |

  17. Continuing Members of the Board — Current Term Ending at the 2028 Annual Meeting

    | Jeffrey L. Harmening Age 59 Director since 2019 Independent Committees •Audit •Finance (Chair) | 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: •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 |

  18. Continuing Members of the Board — Current Term Ending at the 2028 Annual Meeting

    | Joyce A. Mullen Age 63 Director since 2019 Independent Committees •Compensation & Human Resources •Nominating and Governance | 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 |

  19. Continuing Members of the Board — Current Term Ending at the 2028 Annual Meeting

    | 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) Qualifications | | | | 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. Other Public Company Boards | | | | Current | Past 5 Years | | | Rio Tinto plc | The Mosaic Company | | | Weyerhaeuser Company | |

  20. Continuing Members of the Board — Current Term Ending at the 2028 Annual Meeting

    | DIRECTOR COMPENSATION |

  21. Director Compensation Program for Fiscal 2025

    Director Compensation Program for Fiscal 2025 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.

  22. Director Compensation Program for Fiscal 2025

    | Non-Employee Director Compensation | ($) | | Annual Stock Award Value | 95,000 | | Annual Stock Option Award Value | 55,000 | | Annual Board and Committee Member Retainers | | | Board | 95,000 | | Audit Committee Member | 12,500 | | Compensation & Human Resources Committee Member | 7,000 | | Nominating and Governance Committee Member | 6,000 | | Finance Committee Member | 6,000 | | Annual Lead Independent Director and Committee Chair Additional Retainers | | | Lead Independent Director | 30,000 | | Audit Committee Chair | 20,000 | | Compensation & Human Resources Committee Chair | 15,000 | | Nominating and Governance Committee Chair | 9,000 | | Finance Committee Chair | 9,000 |

  23. Director Compensation Program for Fiscal 2025

    The following summarizes our non-employee director compensation program:

  24. Director Compensation Program for Fiscal 2025

    | Element | Key Characteristics | | 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. | | Common Stock In Lieu of Annual Retainers | Non-employee directors may elect to convert a portion or all of their calendar year annual retainers otherwise payable in cash into shares of our common stock. Retainers earned after the date a director makes such election for a calendar year are issued in shares of our common stock in December of that year, the number of which is determined by dividing the dollar amount of the retainers earned in the calendar year and elected to be converted into shares of our common stock by the closing price of our common stock on the date that the shares are issued. | | 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. | | Company Products | Each of our non-employee directors is entitled to receive certain Company products and related parts, service and accessories for his or her personal use, at no cost; provided, however, that directors are responsible for payment of applicable taxes attributable to the value of such items. The value is deemed to be our distributor net price or its equivalent, which is also the price at which such items are generally available to our employees for purchase. | | 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. | | Indemnification and D&O Insurance | Each non-employee director is a party to an indemnification agreement with us pursuant to which we have agreed to provide indemnification and advancement of expenses to the fullest extent permitted by Delaware law and our Restated Certificate of Incorporation and continued coverage under our D&O insurance. |

  25. Director Compensation Program for Fiscal 2025

    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."

  26. Director Compensation Highlights

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

  27. Director Compensation Highlights

    | ✓ | No Fees for Board or Committee Meeting Attendance: Meeting attendance is an expected part of Board service. | | ✓ | Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with stockholders. | | ✓ | Recognition of Special Roles: Special roles (such as Lead Independent Director and Board committee chairs) are fairly recognized for their additional time commitments. | | ✓ | Annual Stock Grants with Immediate Vesting: Stock awards are granted annually with a fixed value and immediate vesting to support independence. | | ✓ | Limit on Total Non-Employee Director Compensation: Our current stockholder-approved incentive plan contains a limit on total non-employee director compensation. | | ✓ | 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. | | ✓ | 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. |

  28. Director Compensation for Fiscal 2025

    Director Compensation for Fiscal 2025 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.

  29. Director Compensation for Fiscal 2025

    | Name | Fees Earned or Paid in Cash ($)1, 2 | Stock Awards ($)3 | Option Awards ($)4 | All Other Compensation ($)5 | Total ($) | | Dianne C. Craig | 113,542 | 89,732 | 54,998 | | 258,272 | | Gary L. Ellis | 143,500 | 89,732 | 54,998 | | 288,230 | | Eric P. Hansotia | 108,000 | 89,732 | 54,998 | | 252,730 | | Jeffrey L. Harmening | 121,000 | 89,732 | 54,998 | | 265,730 | | D. Christian Koch | 117,035 | 89,732 | 54,998 | | 261,765 | | Joyce A. Mullen6 | 108,000 | 89,732 | 54,998 | | 252,730 | | James C. O'Rourke | 122,500 | 89,732 | 54,998 | 674 | 267,904 | | Jill M. Pemberton | 133,542 | 89,732 | 54,998 | | 278,272 |

  30. Director Compensation for Fiscal 2025

    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:

  31. Director Compensation for Fiscal 2025

    | 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 |

  32. Director Compensation for Fiscal 2025

    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.

  33. Director Compensation for Fiscal 2025

    | CORPORATE GOVERNANCE |

  34. Board of Directors

    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.

  35. Board Committees

    | Compensation & Human Resources Committee | •Approves the annual base salaries, annual and long-term incentive opportunities and other compensation arrangements for the CEO and other executive officers •Reviews compensation policies and practices as they affect all employees and relate to risk management practices and risk-taking incentives •Reviews strategies for human capital management initiatives •Reviews stock ownership guidelines for the CEO, other executive officers, senior management and the Board • Evaluates the CEO's performance | •Approves performance goals for performance-based awards •Reviews with management the Compensation Discussion and Analysis, the Committee report on executive compensation and any compensation-related proposals, including say-on-pay and frequency of say-on-pay proposals •Reviews non-employee director compensation components and amounts •Reviews succession planning and short-term contingency plans for emergencies for the CEO and other executive officers |

  36. Executive Compensation Process

    Executive Compensation Process At the beginning of each fiscal year, the Compensation & Human Resources Committee reviews and approves compensation, including base salary, annual cash targets and long-term incentive targets, and the certification of incentive award payouts, for each of our executive officers. In so doing, the Compensation & Human Resources Committee evaluates information regarding: •market base salary, total cash compensation, and total direct compensation data and analysis prepared by its independent external compensation consultant; •total cash compensation to be paid for the fiscal year if annual cash incentive awards are achieved and paid at target; •prior fiscal year target long-term incentive values; and •total direct compensation for the fiscal year, assuming long-term incentive awards at target. Additionally, the Committee obtains executive compensation recommendations from our Chairman and CEO, Vice President, Human Resources, and Managing Director, Total Rewards and Employee Services that reflect individual performance; future potential; corporate, group and/or division performance, as applicable; tenure in the position; comparison to market; level of professional experience; duties and responsibilities; internal pay equity comparisons; and outside market factors, including general economic conditions. As needed, the Committee reviews significant events that have occurred at our Company, including merger and acquisition activity, and assesses whether such events necessitate a change in compensation for our executive officers. No officers provide input or recommendations with respect to his or her own compensation. The Chair of the Committee is also responsible for coordinating a performance evaluation for the Chairman and CEO based on feedback from all non-employee directors in connection with the ratification of the Chairman and CEO's compensation by the Board. Information on the compensation of our named executive officers, or NEOs is found under "Executive Compensation." The Compensation & Human Resources Committee retained Willis Towers Watson to assist in the evaluation and review of our executive compensation program during fiscal 2025. Additional information regarding the role of Willis Towers Watson during fiscal 2025 is found under "Compensation Discussion and Analysis—How We Make Compensation Decisions—Independent External Compensation Consultant." From time to time, the Committee also has engaged Willis Towers Watson to perform other compensation consulting services, including a review of non-employee director compensation. For the services performed for us in fiscal 2025, the Committee assessed the independence of Willis Towers Watson pursuant to SEC and NYSE rules and concluded that the work of Willis Towers Watson did not raise any conflicts of interest. Representatives from Willis Towers Watson attended all of the Committee meetings in fiscal 2025, including executive sessions without management present, to act as a resource to the Committee in carrying out its responsibilities. The Committee, through its Chair, can request an independent meeting with representatives from our independent external compensation consultant at any time. The Committee also has the authority to obtain advice and assistance from external legal, accounting or other advisors.

  37. Best Practices

    Best Practices •A substantial portion of total executive compensation is linked directly to performance. •All incentive compensation is subject to a clawback policy. •Our CEO and other executive officers do not have employment or severance agreements or arrangements, except as provided for in our change-in-control severance compensation policy, or CIC policy. •We do not provide tax “gross-up” payments under our CIC policy or in connection with any annual or long-term compensation, benefits or perquisites provided to our executive officers. •Our executive officers receive only modest perquisites. •We maintain stock ownership guidelines for our executive officers. •Our insider trading policy prohibits all executive officers, directors and employees of the Company from purchasing TTC securities on margin, borrowing against any account in which TTC securities are held, hedging, or pledging TTC securities as collateral for a loan. •We have an independent Compensation & Human Resources Committee. •We utilize an independent external compensation consultant. We believe that our executive compensation objectives and core principles have resulted in an executive compensation program and related decisions that have appropriately incentivized the achievement of financial goals and produced financial results that have benefited our Company and our stockholders and are expected to drive long-term stockholder value.

  38. Executive Summary: Fiscal 2025 Incentive Compensation Changes

    | Pay Element | Fiscal 2025 | | Annual Cash Incentives | •Streamlined the corporate and division performance measures from three to two (60% profitability and 40% revenue growth) to align with our critical enterprise priorities. •Increased the threshold level of performance payout from 40% to 50% of target to align with market practices. •Introduced group level performance goals (profitability and revenue growth) at a 60% weighting for our group vice presidents to align their payouts with the performance of their respective groups, while maintaining a strong tie to corporate performance, with a 40% weighting. | | Long-Term Incentives | •Shifted the mix of long-term incentives to 60% performance share awards and 40% stock options from an equal weighting last fiscal year to increase performance-based compensation and align with market practices. •Increased the threshold level of performance payout from 40% to 50% of target to drive performance and align with market practices. |

  39. Executive Summary: Fiscal 2025 Compensation Actions and Outcomes

    | Pay Element | Fiscal 2025 Actions and Outcomes | | Annual Cash Incentive | •Target annual cash incentive opportunities were set at 130% of annual base salary for our Chairman and CEO and between 65% and 70% for our other NEOs. •Actual payouts can vary from 0% if threshold levels of performance are not met to 200% of target if maximum levels of performance are met or exceeded. •Corporate performance measures, weightings and goals were established for all NEOs and group performance measures, weightings and goals were established for our three NEOs with group responsibilities. Performance measures and weightings were as follows: |

  40. Executive Summary: Fiscal 2025 Compensation Actions and Outcomes

    | | Performance Measures | Weighting | | | Profitability (adjusted diluted EPS* for the corporate performance measure and controllable profit contribution* for the group performance measure) | 60% | | | Revenue growth (both corporate and group performance measure) | 40% | | •Fiscal 2025 corporate performance was between threshold and target for both goals, resulting in a corporate payout percentage of 81.6% of target. | | | | •Fiscal 2025 group performance: ◦Golf, Grounds and Irrigation: performance for both goals was between target and maximum, resulting in a payout percentage of 140.6% of target. ◦Underground and Specialty Construction: performance for both goals was between target and maximum, resulting in a payout percentage of 136.8% of target. ◦Landscapes and Contractor: performance for both goals was below threshold, resulting in a payout percentage of 0% of target. | | | | * Non-GAAP financial measure. A reconciliation of this non-GAAP measure to its most comparable GAAP measures can be found in Appendix A hereto. | | |

  41. Executive Summary: Fiscal 2025 Compensation Actions and Outcomes

    | Long-Term Incentives | •Target long-term incentive opportunities were set for each NEO; 60% of the target value was delivered in the form of performance shares and 40% in the form of stock options. •The three-year cumulative performance measures for the fiscal 2025 - 2027 performance share awards were set as follows: |

  42. Executive Summary: Fiscal 2025 Compensation Actions and Outcomes

    | Performance Measures | Weighting | | Return on invested capital | 60% | | Corporate revenue | 40% |

  43. Executive Summary: Fiscal 2025 Compensation Actions and Outcomes

    | •The stock options vest in equal annual installments over three years. •Our NEOs received a fiscal 2023-2025 performance share award payout of 22.2% of target based on achievement of the following three-year cumulative performance measures: |

  44. Executive Summary: Fiscal 2025 Compensation Actions and Outcomes

    | Performance Measures | Weighting | | Cumulative net income, plus after-tax interest | 50% | | Cumulative revenue | 25% | | Working capital as a percent of sales | 25% |

  45. Executive Summary: Fiscal 2025 Compensation Actions and Outcomes

    | Other Compensation-Related Actions | •Edric C. Funk was promoted to President and Chief Operating Officer, effective as of September 1, 2025, and in connection therewith, received increases in his annual base salary and annual cash incentive opportunity and a restricted stock unit award that vests in equal annual installments over three years. •In October 2025, Peter D. Moeller, our Group Vice President, Underground & Specialty Construction + International, received an increase in his annual base salary to recognize his expanded international division responsibilities and to align with our competitive market positioning and received a restricted stock unit award that cliff vests on the third anniversary of the grant date for retention purposes. •In October 2025, Gregory S. Janey, our Group Vice President, Landscapes & Contractor, received an increase in his annual base salary to align with our competitive market positioning and received a restricted stock unit award that cliff vests on the third anniversary of the grant date for retention purposes. | | Say-on-Pay Vote | •Over 92% of votes cast by our stockholders at our 2025 Annual Meeting of Stockholders were in favor of our say-on-pay proposal. |

  46. Compensation Highlights and Best Practices

    | What We Do | | | What We Don't Do | | ✓ | Structure our executive officer compensation so it is competitive, and a significant portion of pay is at risk | Х | No guaranteed salary increases | | ✓ | Emphasize long-term performance in our equity-based incentive awards | Х | No guaranteed bonuses, except on occasion to new hires | | ✓ | Use a mix of performance measures in our incentive plans | Х | No excessive perquisites | | ✓ | Establish threshold levels of performance and caps on payouts | Х | No individual employment agreements | | ✓ | Maintain a robust clawback policy and provisions | Х | No short sales or derivative transactions in TTC stock, including hedges, or pledging | | ✓ | Have robust stock ownership guidelines and holding requirements for executive officers | Х | No current payment of dividends on unvested awards | | ✓ | Require minimum vesting periods on equity awards | Х | No repricing of stock options | | ✓ | Hold an annual say-on-pay vote | Х | No excise or other tax gross-ups |

  47. Elements of Our Executive Compensation Program

    | Element | Description | Purpose | Key Fiscal 2025 Actions | | Base Salary | A fixed amount, paid in cash and reviewed annually and, if appropriate, adjusted. | Provide a source of fixed income that is market competitive and reflects scope and responsibility of the position held. | Our NEOs received base salary increases on March 1, 2025 with our Chairman and CEO receiving a 3.4% increase and other NEOs receiving increases between 3.5% and 10.2%. On September 1, 2025, in connection with his promotion to President and Chief Operating Officer, Mr. Funk received an additional 44.3% base salary increase. On October 27, 2025, Mr. Moeller received an additional 22.7% base salary increase to acknowledge his additional international division responsibilities and to align with our competitive market positioning and Mr. Janey received an additional 14.9% base salary increase to align with our competitive market positioning. | | Annual Cash Incentive | A variable, short-term element of compensation, payable in cash based on achievement of pre-established annual financial goals. | Motivate and reward our executive officers for achievement of annual financial goals intended to drive overall company, group or divisional performance. | At the beginning of fiscal 2025, a target award as a percent of base salary was established at 130% for our Chairman and CEO and between 65% and 70% for our other NEOs. In connection with his promotion, Mr. Funk's annual percentage increased to 90% effective on September 1, 2025. Corporate performance measures, weightings and goals were established for all our NEOs. Additionally, group performance measures, weightings and goals were established for Mr. Funk, who served as group vice president for a portion of the fiscal year and Messrs. Moeller and Janey who served as group vice presidents during fiscal 2025. | | Long-Term Incentives | A variable, long-term element of compensation, provided in the form of performance share awards (payable based on achievement of three-year cumulative financial goals) and stock options, which vest annually over three years. | Align the interests of our executive officers with our stockholders; encourage focus on long-term company financial performance measures that are deemed strategically and operationally important to our Company; promote retention of our executive officers; and encourage significant ownership of our common stock. | All our NEOs were granted performance share awards and stock options. Mr. Funk was granted a restricted stock unit award in connection with his promotion in September 2025 and each of Messrs. Moeller and Janey were granted a restricted stock unit award for retention purposes. Mr. Funk's restricted stock unit award vests in annual installments over three years and Messrs. Moeller's and Janey's cliff vest on the three-year anniversary of the grant date. All stock options vest in annual installments over three years. | | Health and Welfare Benefits | Includes medical and dental insurance, life and disability insurance and certain voluntary benefits. | Provide competitive health and welfare benefits. | No significant changes were made to our health and welfare benefits. |

  48. Annual Cash Incentives

    Annual Cash Incentives General. To help ensure we link pay to performance, we provide the opportunity for our executive officers to earn an annual cash incentive, designed to motivate attainment and reward accomplishment of annual financial goals. Early each fiscal year, the Compensation & Human Resources Committee approves a target award expressed as a percentage of base salary, performance measures, weightings, goals and adjustment events for each executive officer. For each performance measure, threshold, target and maximum performance levels are defined with a corresponding payout percentage. Following the end of each fiscal year, management presents a summary of, and the Committee certifies, actual performance compared to the pre-established goals together with a corresponding payout percentage, which is expressed as a percent of target performance. Target Awards. When determining the target award for each executive officer, the Committee reviews the market data for target total cash compensation (sum of base salary and target annual cash incentive) for the position in which such executive officer serves. Our objective is that when we achieve target levels of performance for each measure, resulting total cash compensation paid to our executive officers is within a reasonable range of the market 50th percentile. Actual total cash compensation will generally exceed the market 50th percentile if actual performance for each measure exceeds the pre-established target annual financial goals and will generally be less than the market 50th percentile if actual performance for each measure is below the pre-established target annual financial goals. In addition to market data, the Committee also considers experience, tenure, scope and complexity of the executive officer's position, individual contributions and performance, as well as internal pay equity. Actual payouts can range from 0% (if threshold levels of performance are not met) to 200% of the target award (if maximum levels of performance are met or exceeded for all performance measures). Fiscal 2025 Awards. The fiscal 2025 target awards for our NEOs, any change in the target award percentage, the resulting cash incentive award, and actual target total cash compensation are below.

  49. Annual Cash Incentives

    | Name | Fiscal 2025 Base Salary Earnings ($) | Fiscal 2025 Award at Target (% of base salary) | Fiscal 2025 Target Award Percentage Change | Fiscal 2025 Target Annual Cash Incentive Award ($) | Fiscal 2025 Target Total Cash Compensation ($) | | Mr. Olson | 1,239,816 | 130 | No Change | 1,611,761 | 2,851,577 | | Ms. Drake | 612,605 | 70 | No Change | 428,824 | 1,041,429 | | Mr. Funk | 515,970 | 65 / 90 | +25% | 365,669 | 881,639 | | Mr. Moeller | 443,469 | 65 | No Change | 288,255 | 731,724 | | Mr. Janey | 474,513 | 65 | No Change | 308,433 | 782,946 |

  50. Annual Cash Incentives

    We believe the fiscal 2025 target annual cash incentive awards when combined with the annual base salaries are within a reasonable range of the market 50th percentile and that the differentiation of target awards among our NEOs was appropriate given the scope and responsibility of their respective positions. The target incentive for Mr. Funk increased from 65% to 90% in connection with his promotion to President and Chief Operating Officer. Performance Measures, Weightings, Goals, Adjustment Events and Results. Each year, the Committee determines performance measures, weightings, goals and performance adjustment events for the annual cash incentive awards. We believe that in order to motivate our executive officers to achieve annual financial goals, it is important to select performance measures aligned with our annual financial goals and that drive stockholder value. Early in fiscal 2025, the Committee established threshold, target and maximum goals for each corporate performance measure, which, for fiscal 2025, including profitability and revenue growth. Target levels of performance were established based on our annual financial goals, which takes into account our prior fiscal year actual financial results, our competitive situation and the general outlook for our business for fiscal 2025. Similarly, threshold and maximum performance goals are established that consider internal and external factors. The adjusted diluted EPS threshold goal must have been met for any payout for corporate participants. Our executive officers with all corporate responsibilities, which includes Mr. Olson and Ms. Drake, had 100% of their annual cash incentive tied to corporate performance. Mr. Funk's annual cash incentive was tied 60% to performance of the Golf, Grounds and Irrigation group over which he had responsibility and 40% to corporate performance until he was promoted to President and Chief Operating Officer when 100% became tied to corporate performance. Messrs. Moeller and Janey's annual cash incentives were tied 60% to performance of the groups over which they had responsibility (Underground and Specialty Construction group in the case of Mr. Moeller and Landscapes and Contractor for Mr. Janey) and 40% to corporate performance. The fiscal 2025 corporate performance measures, weightings, goals and actual performance levels are reflected in the table below.

  51. Annual Cash Incentives

    | Corporate: Fiscal 2025 Performance Measures | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Actual | | 60% adjusted diluted EPS | $3.54 | $4.42 | $5.30 | $4.20 (between threshold and target) | | 40% corporate revenue growth | (3.9)% | 1.1% | 6.1% | (1.6)% (between threshold and target) | | Corporate performance payout | | | | 81.6% of target |

  52. Annual Cash Incentives

    The Golf, Grounds and Irrigation group performance measures, weightings, goals and actual performance applicable to Mr. Funk are reflected in the table below.

  53. Annual Cash Incentives

    | Golf, Grounds and Irrigation Group: Fiscal 2025 Performance Measures | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Actual | | 60% controllable profit contribution | $276,233 | $345,291 | $414,350 | $375,576 (between target and maximum) | | 40% revenue growth | (2.9)% | 2.1% | 7.1% | 3.9% (between target and maximum) | | Golf, Grounds and Irrigation Group performance payout | | | | 140.6% of target |

  54. Annual Cash Incentives

    The Underground and Specialty Construction group performance measures, weightings, goals and actual performance applicable to Mr. Moeller are reflected in the table below.

  55. Annual Cash Incentives

    | Underground and Specialty Construction Group: Fiscal 2025 Performance Measures | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Actual | | 60% controllable profit contribution | $110,895 | $138,618 | $166,342 | $152,246 (between target and maximum) | | 40% revenue growth | (4.9)% | 0.1% | 5.1% | 1.0% (between target and maximum) | | Underground and Specialty Construction Group performance payout | | | | 136.8% of target |

  56. Annual Cash Incentives

    The Landscapes and contractor group performance measures, weightings, goals and actual performance applicable to Mr. Janey are reflected in the table below.

  57. Annual Cash Incentives

    | Landscapes and Contractor Group: Fiscal 2025 Performance Measures | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Actual | | 60% controllable profit contribution | $146,186 | $182,732 | $219,278 | $98,741 (below threshold) | | 40% revenue growth | (4.4)% | 0.6% | 5.6% | (5.3)% (below threshold) | | Landscapes and Contractor Group performance payout | | | | 0% of target |

  58. Annual Cash Incentives

    Discussion and Analysis. For the two NEOs with annual cash incentive awards tied to solely corporate performance, their annual cash incentive award payouts were at 81.6% of target, resulting in actual total cash compensation falling below target. Since Mr. Funk's group over which he had responsibility performed at 140.6% of target, his annual cash incentive payout, when combined with the corporate performance piece was 106.5% of target, resulting in his actual total cash compensation being above target. Similarly, since Mr. Moeller's group over which he had responsibility performed at 136.8% of target, his annual cash incentive payout, when combined with the corporate performance piece, was 114.7% of target, resulting in his actual total cash compensation being above target. Since Mr. Janey's group over which he had responsibility did not meet the threshold goal for either of the two performance measures, his annual cash incentive payout, when combined with the corporate piece, was 32.6% of target, resulting in his actual total cash compensation falling significantly below target.

  59. Annual Cash Incentives

    | Name | Fiscal 2025 Base Salary Earnings ($) | Fiscal 2025 Award at Target (% of base salary) (%) | Fiscal 2025 Target Annual Cash Incentive Award ($) | Fiscal 2025 Actual Annual Cash Incentive Payout ($) | Fiscal 2025 Actual Annual Cash Incentive Payout as a % of Target (%) | | Mr. Olson | 1,239,816 | 130 | 1,611,761 | 1,315,197 | 81.6 | | Ms. Drake | 612,605 | 70 | 428,824 | 349,920 | 81.6 | | Mr. Funk | 515,970 | 65 / 90 | 365,669 | 389,280 | 106.5 | | Mr. Moeller | 443,469 | 65 | 288,255 | 330,686 | 114.7 | | Mr. Janey | 474,513 | 65 | 308,433 | 100,673 | 32.6 |

  60. Annual Cash Incentives

    Actual Cash Compensation Discussion and Analysis. Fiscal 2025 actual total cash compensation (which represents the sum of actual fiscal 2025 base salary earnings and actual fiscal 2025 total annual cash incentive award payout) is reflected in the table below.

  61. Annual Cash Incentives

    | Name | Fiscal 2025 Base Salary Earnings ($) | Fiscal 2025 Target Annual Cash Incentive Award ($) | Fiscal 2025 Target Total Cash Compensation ($) | Fiscal 2025 Actual Annual Cash Incentive Award Payout ($) | Fiscal 2025 Actual Total Cash Compensation ($) | Fiscal 2025 Actual Total Cash Compensation as a % of Target (%) | | Mr. Olson | 1,239,816 | 1,611,761 | 2,851,577 | 1,315,197 | 2,555,014 | 89.6 | | Ms. Drake | 612,605 | 428,824 | 1,041,429 | 349,920 | 962,525 | 92.4 | | Mr. Funk | 515,970 | 365,669 | 881,639 | 389,280 | 905,250 | 102.7 | | Mr. Moeller | 443,469 | 288,255 | 731,724 | 330,686 | 774,155 | 105.8 | | Mr. Janey | 474,513 | 308,433 | 782,946 | 100,673 | 575,185 | 73.5 |

  62. Long-Term Incentives

    Long-Term Incentives General. We believe our use of long-term incentives tied to our common stock, along with our stock ownership guidelines, align the interests of our executive officers with the interest of our stockholders. Therefore, we provide the opportunity for our executive officers to earn market competitive long-term incentives in the form of performance share awards and stock options. In determining the target value of these long-term incentive awards for each executive officer, we consider market data, the scope and complexity of the executive's position, experience, tenure, internal pay comparisons, function, division, and individual performance and historical targeted grant levels. The target long-term value for each executive officer is approved by the Committee. For fiscal 2025, 60% of the target value of the long-term incentives was delivered in the form of performance share awards and 40% of the target value was delivered in the form of stock options, which represented a change from fiscal 2024 where the two award types were weighted equally. We believe this revised equity mix strikes the appropriate balance between rewarding achievement of Company specific performance measures and delivering long-term incentive value based on stock price appreciation and aligns with market practices. Actual value realized from our long-term incentive awards may vary from the market 50th percentile based on the price of our common stock and performance against the three-year cumulative financial goals for the performance share awards. In addition to performance share awards and stock options, we occasionally use restricted stock unit awards in connection with the hiring of new executive officers, mid-year promotions of existing executive officers, leadership transition or retention purposes. Performance Share Awards. Performance share awards are granted each December and paid out in shares of our common stock following completion of a three-year performance period if certain performance goals are achieved as determined by the Committee. The Committee establishes performance measures, weightings, goals (threshold, target and maximum) and performance adjustment events for the entire three-year performance period. Factors the Committee considers when establishing the performance goals for the three-year period include our prior fiscal year actual financial business results, our longer-term strategic plan outlook, including our projections for performance for years two and three of the three-year award term, and of our competitive situation and outlook. At the end of the three-year performance period, management presents a summary of, and the Committee certifies, performance against the performance goals, including the applicability of any adjustment events, and a corresponding payout, which is expressed as a percent of target. Actual payouts can range from 0% (if the threshold performance levels are not met) to 200% of the target award (if maximum performance levels are met). For the fiscal 2025 performance share award grants, we increased the threshold level of performance payout from 40% to 50% to drive performance and align with market practices. To determine the number of target performance share awards to be granted to our executive officers, we start with a total target value of performance share awards to be delivered. That value is divided by an expected value per share to determine the number of performance share awards to grant at target. The expected value per share is equal to the average closing price of our common stock for the 30 days prior to the grant date. Stock Options. As the Committee's meeting is generally held before the announcement of our financial results for the recently completed fiscal year, annual stock options for fiscal 2025 were granted on the fourth trading day following the filing of our Annual Report on Form 10-K (with the first day being the filing date), and have a per share exercise price equal to the closing price of our common stock on the grant date. We believe our time-vested stock options are actually performance-based in some respects because, if we deliver strong stockholder returns, our stock price presumably will increase, thereby increasing the value of the stock options and executive officer resulting total compensation. If stockholder value is not delivered and our stock price does not increase, the stock options will have no value. To determine the number of annual stock options to award our executive officers, we start with a total target value of stock options and divide that value by the expected value of an option, using a Black-Scholes option pricing method. The underlying stock price is based on the average closing price of our common stock for the 30 days prior to the grant date. Our annual stock options vest in annual equal installments over three years, which three-year schedule is consistent with the three-year performance period for our performance share awards. We believe the three-year period for our long-term incentive awards provides retention value and focuses our executive officers on attainment of long-term performance. Occasionally the Committee will grant stock options for use in certain situations, including hiring of new executive officers, mid-year promotions of existing executive officers, leadership transition or retention purposes. Vesting for these options is generally time-based. Restricted Stock Unit Awards. Occasionally, the Committee will grant restricted stock unit awards for use in certain situations, including hiring of new executive officers, mid-year promotions of existing executive officers, leadership transition or retention purposes. Vesting may be either performance-based or time-based. Fiscal 2025 Grants. Details of grants to our NEOs can be found in the "Grants of Plan-Based Awards for Fiscal 2025" table. The grant date fair value for these awards can also be found in the Summary Compensation Table. These grants include performance share awards and stock options. Additionally, we granted restricted stock unit awards to Mr. Funk, in connection with his promotion to President and Chief Operating Officer and to each of Messrs. Moeller and Janey for retention purposes. The restricted stock unit award granted to Mr. Funk vests in annual installments over three years; whereas, the restricted stock unit awards granted to Messrs. Moeller and Janey cliff vest on the three-year anniversary of the grant date. Performance Measures for the Performance Period Beginning in Fiscal 2025. For the fiscal 2025 to fiscal 2027 performance share awards, the following performance measures and weightings were established:

  63. Long-Term Incentives

    | Performance Measures | Weighting | | Return on invested capital | 60% | | Corporate revenue | 40% |

  64. Long-Term Incentives

    The Committee also established threshold, target and maximum three-year cumulative goals for each of the two performance measures. The specific performance goals for the three-year award period are maintained by us as proprietary and confidential. The Committee believes that disclosure of these specific performance goals would represent competitive harm to us as such cumulative corporate goals and results are not publicly disclosed and are competitively sensitive. For each performance measure, the target goal reflects the cumulative three-year financial plan set at the corporate level. Based on historical performance, the Committee believes the attainment of target performance levels, while uncertain, could be reasonably anticipated. Threshold goals represent the minimum level of performance necessary for there to be a payout for that performance measure and the Committee believes the threshold goals are likely to be achieved. Maximum goals represent the performances at which payouts are 200% of the target award. Even if actual results exceed the maximum goals, the payouts are capped at 200% of the target award. Maximum goals represent levels of performance at which the Committee determined a payout of 200% of target would be appropriate. The Committee believes that the maximum goals established are more aggressive goals. Adjustment Events. In addition to approving performance measures, goals and weightings, the Committee also established specific corporate adjustment events for determining payouts under the fiscal 2025 to fiscal 2027 performance share awards, including the following:

  65. Long-Term Incentives

    | Adjustment Event | Size | Impact Effect | | Acquisitions (as determined by projected first 12 months of revenue) | Acquisition is ≥ $50 million | Excluded | | | Acquisition is < $10 million | Included | | | Acquisition is between $10 million and $50 million | Included, if transaction closes in first year of performance period Excluded, if transaction closes in second or third year of performance period | | Change in Accounting Principles or Standards | Cumulative net impact on the payout of all accounting adjustments is > 2% | Excluded |

  66. Long-Term Incentives

    Performance Measures for the Performance Period Ending in Fiscal 2025. In December 2025, the Committee certified payouts under the performance share awards that were granted in fiscal 2023 for the fiscal 2023 to fiscal 2025 performance period which amounted to 22.2% of target. The table below sets forth the corporate performance measures and weightings, as well as threshold, target and maximum goals that were established by the Committee at the beginning of fiscal 2023, along with actual levels of performance, for the fiscal 2023 to fiscal 2025 performance share awards.

  67. Long-Term Incentives

    | Fiscal 2023 to Fiscal 2025 Performance Measures | Threshold (40% payout) | Target (100% payout) | Maximum (200% payout) | Actual | | 50% cumulative corporate net income plus after-tax interest | $1,458,521 | $1,823,152 | $2,187,782 | $1,485,192 (between threshold and target) | | 25% cumulative corporate revenue | $14,900,142 | $15,998,918 | $16,700,737 | $13,645,947 (below threshold) | | 25% corporate working capital as a % of sales | 17.12% | 15.56% | 14.00% | 26.13% (below threshold) | | Fiscal 2023 to fiscal 2025 performance share award payout | | | | 22.2% of target |

  68. Long-Term Incentives

    Target Total Direct Compensation. When analyzing compensation, we look at base salary, target total cash compensation and target total direct compensation in comparison to the market 50th percentile when establishing base salary levels, target annual cash incentive awards and long-term incentive awards. Actual value realized from long-term incentives is dependent on actual payout of performance share awards at the end of the three-year term, which is dependent on actual cumulative performance against established performance goals and the stock price at the time of exercise for stock option grants. For these reasons, it is difficult to assess actual total direct compensation on an annual basis in comparison to the market. This is also true given that market data may have changed significantly between the grant date and the date that actual long-term incentive results are fully realized. Additionally, grant date fair value of long-term incentive awards as reflected in the Summary Compensation Table can vary significantly from the target long-term incentive value we use to calculate the number of performance share awards and stock options. This is because the grant date fair value is determined based on the value of our common stock on the grant date of the awards; whereas, we use a three-month average closing price of our common stock to convert the target long-term incentive values into the number of performance share awards and stock options. Despite these valuation and comparison challenges, we believe it is important to continue to review target total direct compensation when establishing long-term incentive grants. The fiscal 2025 target total direct compensation (sum of actual base salary, target annual cash incentive and target value of equity awards), for our NEOs is in the table below. For purposes of this calculation, the target value of equity awards does not include the September and October 2025 restricted stock unit awards granted to Mr. Funk and Messrs. Moeller and Janey.

  69. Long-Term Incentives

    | Name | Fiscal 2025 Target Total Direct Compensation ($) | | Mr. Olson | 8,729,000 | | Ms. Drake | 2,533,600 | | Mr. Funk | 2,330,000 | | Mr. Moeller | 1,791,000 | | Mr. Janey | 1,791,000 |

  70. Employment, Severance and Change in Control Arrangements

    Employment, Severance and Change in Control Arrangements None of our executive officers have any employment or severance agreements or arrangements other than as provided for in our Change-in-Control (CIC) policy and other than certain change in control provisions in our equity plans. Accordingly, our executive officers do not have the right to cash severance or additional benefits in connection with a termination of employment except in connection with a change in control of our Company as described under "Potential Payments Upon Termination or Change in Control." Each executive officer is a party to our standard confidentiality, invention and non-compete agreement. We believe our CIC policy and other change in control arrangements are important because they provide retention incentives and additional monetary motivation to complete a transaction that the Board believes is in the best interests of our Company and stockholders. We believe it is in the best interests of our Company and our stockholders to assure that we will have the continued dedication of our executives, notwithstanding the possibility, threat or occurrence of a change in control. We also believe it is imperative to diminish any distraction of our executives by virtue of the personal uncertainties and risks, including personal financial risks, created by a pending or threatened change in control of the Company. Our CIC policy incorporates a "double trigger" mechanism and provides for a severance payment for an executive officer if within three years after a change in control an executive officer's employment is terminated by us without just cause or the executive officer terminates his or her employment for good reason, or if such termination occurs at the request of a third party who had taken steps reasonably calculated to effect the change in control. Our CIC policy does not provide a "gross-up" for 280G excise taxes and, as a condition to the payment of any severance payment, the executive officer must execute a release of claims against us. In addition to our CIC policy, we also have change in control provisions in our 2022 Plan and prior equity plans and individual award agreements that apply to our executives, as well as other employees, that provide for immediate vesting acceleration upon a change in control. More information regarding these provisions is also provided under "Potential Payments Upon Termination or Change in Control—Change in Control." Because the immediate vesting of stock options, restricted stock units and certain other awards is triggered by the change in control itself, and is not dependent upon a termination of employment within a certain protection period, these acceleration provisions are known as a "single trigger" change in control arrangements. We believe these "single trigger" change in control arrangements for equity awards provide important retention incentives during what can often be an uncertain time for employees and provide executives with additional monetary motivation to focus on and complete a transaction that our Board believes is in the best interests of our stockholders rather than seeking new employment opportunities. If an executive were to leave prior to the completion of the change in control, non-vested options or other awards held by the executive would terminate. The Committee reviews our change of control arrangements periodically to ensure that they remain appropriate.

  71. Clawback Policy and Provisions

    Clawback Policy and Provisions We maintain a robust clawback policy that not only conforms with the NYSE clawback rules that require the mandatory clawback of erroneously awarded compensation as mandated under the Dodd-Frank Wall Street Reform and Protection Act, but is much broader allowing for the clawback of incentive compensation, including time-based and performance-based equity-based compensation, upon the occurrence of certain additional events, including if a financial metric used to determine the vesting or payment of incentive compensation was calculated incorrectly, whether or not we are required to restate our financial statements, and without regard to whether such miscalculation was due to fraud or intentional misconduct or if an executive engages in egregious conduct that is substantially detrimental to the Company. In addition, our clawback policy applies not only to our current and former executive officers as required by the NYSE clawback rules, but also other employees at or above the senior managing director, general manager, or comparable level and such other employees who may from time to time be deemed subject to the policy by the Compensation & Human Resources Committee. Our 2022 Plan, prior equity plan and the related award agreements contain a clawback provision which provides that if, within one year after the termination of employment the participant is employed or retained by or renders services to a competitor, violates any confidentiality agreement or agreement governing the ownership or assignment of intellectual property rights or engages in any other conduct or act determined to be injurious, detrimental or prejudicial to any interest of our Company, all rights of such participant under the plan and any agreements evidencing an award then held by the participant will terminate and be forfeited and the Committee may require the executive to surrender and return to our Company any shares received, and/or to disgorge any profits or any other economic value made or realized by the participant during the period beginning one year prior to the participant's termination of employment or other service with our Company or any affiliate or subsidiary, in connection with any awards or any shares issued upon the exercise or vesting of any awards granted under such plan.

  72. Competitive Considerations and Use of Market Data

    Competitive Considerations and Use of Market Data Since one of the objectives of our executive compensation program is to provide market competitive compensation opportunities, the Committee uses market data provided by Willis Towers Watson to help evaluate and make compensation decisions. Market data, which is size-adjusted, is provided by Willis Towers Watson through its executive compensation database, which includes roughly 550 participating companies. We believe that the market for our executive officer talent is not limited to the manufacturing industry; therefore, we do not focus specifically on manufacturing companies within the database, nor do we identify a separate group of peer companies within the manufacturing industry for executive compensation purposes. The market data provided by Willis Towers Watson was in aggregate form and, therefore, individual data for participating companies in the survey was not considered when determining executive officer compensation in total or for any individual officer or element. We typically target pay opportunities within a competitive range of the market 50th percentile for each element of compensation and in total; however, variance around the market 50th percentile is dependent on a number of factors, including an executive's level of professional experience, the executive's duties and responsibilities, individual performance, future potential, tenure in the position, corporate and/or division performance, as applicable, internal pay comparisons, and outside market factors, including general economic and labor conditions.

  73. How We Make Compensation Decisions

    | Responsible Party | Roles and Responsibilities | | Compensation & Human Resources Committee (Comprised solely of independent directors and reports to the Board of Directors) | •Oversees all aspects of our executive compensation program. •Annually reviews and approves our corporate goals and objectives relevant to Chairman and CEO compensation. •Evaluates Chairman and CEO's performance in light of such goals and objectives, and determines and approves his compensation based on this evaluation, subject to ratification by the Board of Directors. •Reviews and approves all executive officer compensation, including base salary, annual cash incentive awards, long-term incentive awards and their payouts. •Oversees our equity and incentive compensation plans and reviews and approves equity awards and executive incentive payouts. •Reviews our incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk taking. •Evaluates market competitiveness reviews of each executive officer's compensation (in total and by each individual element). •Evaluates proposed changes to our executive compensation program. •Has sole authority to hire consultants, approve their fees and determine the nature and scope of their work. | | Independent External Compensation Consultant (Willis Towers Watson) (Independent under NYSE listing standards and reports to the Compensation & Human Resources Committee) | •Provides advice and guidance on the appropriateness and competitiveness of our executive compensation program relative to our performance and market practice. •Reviews total compensation strategy and pay levels for executives. •Examines our executive compensation program to ensure that each element supports our business strategy. •Assists in gathering competitive market data. •Provides advice with respect to our incentive plans, performance measures and equity compensation mix. •Assesses risk as it related to our incentive plans. •Reviews structure and competitiveness of our non-employee director compensation program. •Attends Compensation & Human Resources Committee meetings. | | Management (Chairman and CEO, Vice President, Human Resources and Managing Director, Total Rewards and Employee Services) | •Provides compensation information to Compensation & Human Resources Committee and external compensation consultant to assist them in making and recommending compensation. •Confers with the Compensation & Human Resources Committee and external compensation consultant concerning design and development of compensation and benefit plans. •Provides analysis and recommendations on executive officer compensation to the Compensation & Human Resources Committee. •Reviews performance of executive officers. •Provides no input or recommendations with respect to their own compensation. |

  74. Summary Compensation Table

    Summary Compensation Table The following table summarizes compensation for each of the last three fiscal years awarded to, earned by or paid to individuals who served as our principal executive officer and principal financial officer during fiscal 2025, and the other three most highly compensated executive officers during fiscal 2025. We collectively refer to these officers as our “named executive officers,” or NEOs. Amounts in this Summary Compensation Table are not reduced to reflect any elections to defer receipt of base salary, annual cash incentive award payouts or performance share award payouts. Elections to defer these forms of compensation are described in more detail under “Nonqualified Deferred Compensation for Fiscal 2025.” Earnings on nonqualified deferred compensation are not on a basis that is considered to be above-market or preferential. The “Compensation Discussion and Analysis” provides additional information about compensation paid to our NEOs.

  75. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary1 ($) | Bonus2 ($) | Stock Awards3 ($) | Option Awards4 ($) | Non-Equity Incentive Plan Compensation5 ($) | All Other Compensation6 ($) | Total ($) | | Richard M. Olson, Chairman of the Board and Chief Executive Officer | 2025 | 1,239,816 | 0 | 3,300,642 | 2,326,224 | 1,315,197 | 254,599 | 8,436,478 | | | 2024 | 1,174,609 | 0 | 3,207,120 | 3,162,586 | 604,994 | 129,130 | 8,278,439 | | | 2023 | 1,129,958 | 0 | 3,599,694 | 3,692,052 | 425,260 | 178,847 | 9,025,811 | | Angela C. Drake, Vice President and Chief Financial Officer | 2025 | 612,605 | 0 | 839,157 | 591,406 | 349,920 | 102,048 | 2,495,136 | | | 2024 | 579,813 | 0 | 747,000 | 736,792 | 160,805 | 68,113 | 2,292,523 | | | 2023 | 510,777 | 0 | 1,063,014 | 223,146 | 91,957 | 75,810 | 1,964,704 | | Edric C. Funk, President and Chief Operating Officer7 | 2025 | 515,970 | 0 | 2,059,347 | 394,271 | 389,280 | 134,845 | 3,493,713 | | Peter D. Moeller, Group Vice President, Underground and Specialty Construction + International7 | 2025 | 443,469 | 0 | 2,003,424 | 354,844 | 330,686 | 133,250 | 3,265,673 | | Gregory S. Janey, Group Vice President, Landscapes and Contractor7 | 2025 | 474,513 | 0 | 2,003,424 | 354,844 | 100,673 | 73,609 | 3,007,063 | | | 2024 | 446,844 | 0 | 438,240 | 437,080 | 115,076 | 54,972 | 1,492,212 | | | 2023 | 431,519 | 0 | 603,428 | 382,053 | 81,201 | 68,147 | 1,566,348 |

  76. Summary Compensation Table

    1.Amounts reflect actual salary earnings throughout the fiscal year. 2.We generally do not pay discretionary bonuses or bonuses that are subjectively determined and did not pay any such bonuses to any of our NEOs in any of the last three most recently completed fiscal years. Annual cash incentive award payouts based on performance against pre-established financial performance goals are reported in the Non-Equity Incentive Plan Compensation column. 3.Amounts reported for fiscal 2025 represent the grant date fair value, computed in accordance with FASB ASC Topic 718, of performance share awards granted for the fiscal 2025 to fiscal 2027 performance period assuming target levels of performance for all NEOs and also restricted stock unit awards, in the case of Messrs. Funk, Moeller and Janey. The table below sets forth grant date fair value of performance share awards for the fiscal 2025 to fiscal 2027 performance period assuming maximum levels of performance, which value is calculated using the number of shares reflected in the Maximum column of the Estimated Future Payouts Under Equity Incentive Plan Awards section of the Grants of Plan-Based Awards for Fiscal 2025 table and the closing price of our common stock on December 23, 2024, the grant date, of $80.21.

  77. Summary Compensation Table

    | Name | Grant Date Fair Value at Maximum Levels of Performance ($) | | Mr. Olson | 6,601,284 | | Ms. Drake | 1,678,314 | | Mr. Funk | 1,118,770 | | Mr. Moeller | 1,006,956 | | Mr. Janey | 1,006,956 |

  78. Summary Compensation Table

    4.Amounts reported represent the grant date fair value, computed in accordance with FASB ASC Topic 718, of option awards granted each fiscal year. The table below sets forth the specific assumptions used in the valuation of the option awards.

  79. Summary Compensation Table

    | Grant Date | Risk Free Rate | Expected Life | Expected Volatility | Expected Dividend Yield | Per Share Black-Scholes Value | | 12/23/2024 | 4.51% | 6.8 years | 27.67% | 1.41% | $26.18 | | 12/26/2023 | 3.91% | 6.7 years | 26.50% | 1.13% | $31.22 | | 12/22/2022 | 3.77% | 6.6 years | 24.94% | 0.94% | $33.81 |

  80. Summary Compensation Table

    5.Amounts reported represent annual cash incentive awards earned for each fiscal year, but paid during the following fiscal year or deferred. Annual cash incentive awards are calculated and paid based on performance against financial performance goals. 6.Amounts for fiscal 2025 are set forth below under All Other Compensation for Fiscal 2025. 7.Messrs. Funk and Moeller became NEOs in fiscal 2025; therefore, their information is provided for fiscal 2025 only. Mr. Janey was an NEO in fiscal 2025 and fiscal 2023; therefore, his information is provided for all three fiscal years.

  81. Grants of Plan-Based Awards for Fiscal 2025

    Grants of Plan-Based Awards for Fiscal 2025 During fiscal 2025, plan-based awards granted to our NEOs included annual cash incentive awards, performance share awards, stock options awards, and in the case of three of our NEOs, restricted stock unit awards. The following table summarizes all plan-based awards granted to our NEOs during fiscal 2025.

  82. Grants of Plan-Based Awards for Fiscal 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards: Number of Shares of Stock or | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units3 (#) | Options4 (#) | Awards5 ($/Sh) | Awards6 ($) | | Richard M. Olson | | | | | | | | | | | | | | Annual Cash Incentive | | | 805,881 | 1,611,761 | 3,223,522 | | | | | | | | | Performance Shares | 12/23/24 | 12/10/24 | | | | 20,575 | 41,150 | 82,300 | | | | 3,300,642 | | Stock Options | 12/23/24 | 12/10/24 | | | | | | | | 88,855 | 80.21 | 2,326,224 | | Angela C. Drake | | | | | | | | | | | | | | Annual Cash Incentive | | | 214,412 | 428,824 | 857,648 | | | | | | | | | Performance Shares | 12/23/24 | 12/10/24 | | | | 5,231 | 10,462 | 20,924 | | | | 839,157 | | Stock Options | 12/23/24 | 12/10/24 | | | | | | | | 22,590 | 80.21 | 591,406 | | Edric C. Funk | | | | | | | | | | | | | | Annual Cash Incentive | | | 182,835 | 365,669 | 731,338 | | | | | | | | | Performance Shares | 12/23/24 | 12/10/24 | | | | 3,487 | 6,974 | 13,948 | | | | 559,385 | | Stock Options | 12/23/24 | 12/10/24 | | | | | | | | 15,060 | 80.21 | 394,271 | | Restricted Stock Units | 09/02/25 | 08/06/25 | | | | | | | 18,418 | | | 1,499,962 | | Peter D. Moeller | | | | | | | | | | | | | | Annual Cash Incentive | | | 144,128 | 288,255 | 576,510 | | | | | | | | | Performance Shares | 12/23/24 | 12/10/24 | | | | 3,139 | 6,277 | 12,554 | | | | 503,478 | | Stock Options | 12/23/24 | 12/10/24 | | | | | | | | 13,554 | 80.21 | 354,844 | | Restricted Stock Units | 10/10/25 | 09/23/25 | | | | | | | 20,632 | | | 1,499,946 | | Gregory S. Janey | | | | | | | | | | | | | | Annual Cash Incentive | | | 154,217 | 308,433 | 616,866 | | | | | | | | | Performance Shares | 12/23/24 | 12/10/24 | | | | 3,139 | 6,277 | 12,554 | | | | 503,478 | | Stock Options | 12/23/24 | 12/10/24 | | | | | | | | 13,554 | 80.21 | 354,844 | | Restricted Stock Units | 10/10/25 | 09/23/25 | | | | | | | 20,632 | | | 1,499,946 |

  83. Grants of Plan-Based Awards for Fiscal 2025

    1.Amounts reported represent the range of payouts of annual cash incentive awards for fiscal 2025. Actual payout amounts for fiscal 2025 are included in the Summary Compensation Table in the Non-Equity Incentive Plan Compensation column. 2.Amounts reported represent the range of performance share award payouts for the fiscal 2025 to fiscal 2027 performance period. Information regarding the performance share awards is set forth within the Compensation Discussion and Analysis under Long-Term Incentives—Performance Share Awards. 3.Amount reported represents restricted stock unit awards granted to each of Messrs. Funk, Moeller and Janey. 4.Amounts reported represent stock options granted during fiscal 2025, all of which were granted on December 23, 2024, have a ten-year term and vest in three equal installments on each of the first, second and third year anniversaries of the grant date. 5.Amounts reported represent the exercise price of stock options granted during fiscal 2025, which equals the closing price of our common stock on December 23, 2024, of $80.21. 6.Amounts reported represent the grant date fair value of performance share awards at target granted for the fiscal 2025 to fiscal 2027 performance period and option awards for all NEOs, each as computed in accordance with FASB ASC Topic 718. The grant date fair value of the performance share awards is based on the closing price of our common stock on December 23, 2024, the grant date, of $80.21. The grant date fair value of the restricted stock unit award granted to Mr. Funk is based on the closing price of our common stock on September 2, 2025, the grant date, of $81.44. The grant date fair value of the restricted stock unit awards granted to Messrs. Moeller and Janey is based on the closing price of our common stock on October 10, 2025, the grant date, of $72.70. The grant date fair value of the performance share awards and restricted stock unit awards are also set forth in the Summary Compensation Table in the Stock Awards column. The grant date fair value of the option awards is based on a Black-Scholes model valuation of $26.18 on the December 23, 2024 grant date. The specific assumptions used in the valuation of the options are included in footnote 4 to the Summary Compensation Table. The option amounts are also set forth in the Summary Compensation Table in the Option Awards column.

  84. Outstanding Equity Awards at Fiscal Year-End for 2025

    Outstanding Equity Awards at Fiscal Year-End for 2025 The following table summarizes all outstanding equity awards previously granted to our NEOs that were outstanding on October 31, 2025, the last day of fiscal 2025. Specifically, it reflects exercisable and unexercisable stock options, unvested restricted stock unit awards and unvested performance share awards.

  85. Outstanding Equity Awards at Fiscal Year-End for 2025

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable1 (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units that Have Not Vested2 (#) | Market Value of Shares or Units of Stock that Have Not Vested3 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested4 (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested5 ($) | | Richard M. Olson | | | | | | | | | | Stock Options | 119,400 | 0 | 56.5400 | 12/09/2026 | | | | | | | 102,400 | 0 | 65.9300 | 12/08/2027 | | | | | | | 137,100 | 0 | 58.5300 | 12/07/2028 | | | | | | | 152,900 | 0 | 76.5300 | 12/19/2029 | | | | | | | 134,300 | 0 | 93.3300 | 12/17/2030 | | | | | | | 109,100 | 0 | 99.3400 | 12/16/2031 | | | | | | | 72,800 | 36,400 | 111.1500 | 12/22/2032 | | | | | | | 33,766 | 67,534 | 99.6000 | 12/26/2033 | | | | | | | 0 | 88,855 | 80.2100 | 12/23/2034 | | | | | | F24-F26 Performance Shares | | | | | | | 12,880 | 962,522 | | F25-F27 Performance Shares | | | | | | | 41,150 | 3,075,140 | | Angela C. Drake | | | | | | | | | | Stock Options | 1,634 | 0 | 76.5300 | 12/19/2029 | | | | | | | 7,500 | 0 | 93.3300 | 12/17/2030 | | | | | | | 5,700 | 0 | 99.3400 | 12/16/2031 | | | | | | | 4,400 | 2,200 | 111.1500 | 12/22/2032 | | | | | | | 7,866 | 15,734 | 99.6000 | 12/26/2033 | | | | | | | 0 | 22,590 | 80.2100 | 12/23/2034 | | | | | | Restricted Stock Units | | | | | 2,719 | 203,158 | | | | F24-F26 Performance Shares | | | | | | | 3,000 | 224,190 | | F25-F27 Performance Shares | | | | | | | 10,462 | 781,825 |

  86. Outstanding Equity Awards at Fiscal Year-End for 2025

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable1 (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units that Have Not Vested2 (#) | Market Value of Shares or Units of Stock that Have Not Vested3 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested4 (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested5 ($) | | Edric C. Funk | | | | | | | | | | Stock Options | 3,700 | 0 | 93.3300 | 12/17/2030 | | | | | | | 3,100 | 0 | 99.3400 | 12/16/2031 | | | | | | | 6,266 | 3,134 | 111.1500 | 12/22/2032 | | | | | | | 4,666 | 9,334 | 99.6000 | 12/26/2033 | | | | | | | 0 | 15,060 | 80.2100 | 12/23/2034 | | | | | | Restricted Stock Units | | | | | 19,282 | 1,440,967 | | | | F24-F26 Performance Shares | | | | | | | 1,760 | 131,525 | | F25-F27 Performance Shares | | | | | | | 6,974 | 521,167 | | Peter D. Moeller | | | | | | | | | | Stock Options | 2,000 | 0 | 56.5400 | 12/09/2026 | | | | | | | 4,500 | 0 | 65.9300 | 12/08/2027 | | | | | | | 5,400 | 0 | 58.5300 | 12/07/2028 | | | | | | | 5,200 | 0 | 76.5300 | 12/19/2029 | | | | | | | 7,500 | 0 | 93.3300 | 12/17/2030 | | | | | | | 6,700 | 0 | 99.3400 | 12/16/2031 | | | | | | | 4,400 | 2,200 | 111.1500 | 12/22/2032 | | | | | | | 4,666 | 9,334 | 99.6000 | 12/26/2033 | | | | | | | 0 | 13,554 | 80.2100 | 12/23/2034 | | | | | | Restricted Stock Units | | | | | 21,579 | 1,612,578 | | | | F24-F26 Performance Shares | | | | | | | 1,760 | 131,525 | | F25-F27 Performance Shares | | | | | | | 6,277 | 469,080 | | Gregory S. Janey | | | | | | | | | | Stock Options | 1,750 | 0 | 56.5400 | 12/09/2026 | | | | | | | 1,750 | 0 | 56.5400 | 12/09/2026 | | | | | | | 6,600 | 0 | 65.9300 | 12/08/2027 | | | | | | | 8,100 | 0 | 58.5300 | 12/07/2028 | | | | | | | 8,700 | 0 | 76.5300 | 12/19/2029 | | | | | | | 9,000 | 0 | 93.3300 | 12/17/2030 | | | | | | | 8,200 | 0 | 99.3400 | 12/16/2031 | | | | | | | 7,533 | 3,767 | 111.1500 | 12/22/2032 | | | | | | | 4,666 | 9,334 | 99.6000 | 12/26/2033 | | | | | | | 0 | 13,554 | 80.2100 | 12/23/2034 | | | | | | Restricted Stock Units | | | | | 21,404 | 1,599,507 | | | | F24-F26 Performance Shares | | | | | | | 1,760 | 131,525 | | F25-F27 Performance Shares | | | | | | | 6,277 | 469,080 |

  87. Outstanding Equity Awards at Fiscal Year-End for 2025

    1.Stock options have a ten-year term and vest in three equal installments on each of the first, second and third year anniversaries of the grant date. The vesting schedule for options unexercisable as of October 31, 2025 is as follows:

  88. Outstanding Equity Awards at Fiscal Year-End for 2025

    | Name | Grant Date | 12/22/25 | 12/23/25 | 12/26/25 | 12/23/26 | 12/26/26 | 12/23/27 | Option Expiration Date | | Mr. Olson | 12/22/22 | 36,400 | | | | | | 12/22/32 | | | 12/26/23 | | | 33,767 | | 33,767 | | 12/26/33 | | | 12/23/24 | | 29,618 | | 29,618 | | 29,619 | 12/23/34 | | Ms. Drake | 12/22/22 | 2,200 | | | | | | 12/22/32 | | | 12/26/23 | | | 7,867 | | 7,867 | | 12/26/33 | | | 12/23/24 | | 7,530 | | 7,530 | | 7,530 | 12/26/33 | | Mr. Funk | 12/22/22 | 3,134 | | | | | | 12/22/32 | | | 12/26/23 | | | 4,667 | | 4,667 | | 12/26/33 | | | 12/23/24 | | 5,020 | | 5,020 | | 5,020 | 12/23/34 | | Mr. Moeller | 12/22/22 | 2,200 | | | | | | 12/22/32 | | | 12/26/23 | | | 4,667 | | 4,667 | | 12/26/33 | | | 12/23/24 | | 4,518 | | 4,518 | | 4,518 | 12/23/34 | | Mr. Janey | 12/22/22 | 3,767 | | | | | | 12/22/32 | | | 12/26/23 | | | 4,667 | | 4,667 | | 12/26/33 | | | 12/23/24 | | 4,518 | | 4,518 | | 4,518 | 12/23/34 |

  89. Outstanding Equity Awards at Fiscal Year-End for 2025

    2.Amounts reported represent the number of unvested restricted stock units held by Ms. Drake and Messrs. Funk, Moeller, and Janey, including the following dividend equivalents earned on those restricted stock units (Ms. Drake — 126 shares, Mr. Funk — 130 shares, Mr. Moeller — 44 shares and Mr. Janey 38 shares). Ms. Drake's unvested restricted stock units vest on March 10, 2026. Mr. Funk's unvested restricted stock units vest on November 1, 2025 (772), September 2, 2026 (6,170), September 2, 2027 (6,170) and September 2, 2028 (6,171). Mr. Moeller's unvested restricted stock units vest on March 1, 2026 (947) and October 10, 2028 (20,632). Mr. Janey's unvested restricted stock units vest on November 1, 2025 (772) and October 10, 2028 (20,632). 3.Amounts reported represent the value of unvested restricted stock units based on the closing price of our common stock on October 31, 2025 of $74.73 per share. 4.Amounts reported represent the number of performance share awards that were in progress based on threshold levels of performance for F24 - F26 and target levels of performance for F25 - F27. 5.Amounts reported represent the value of performance share awards that were in progress based on the closing price of our common stock on October 31, 2025 of $74.73 per share.

  90. Option Exercises and Stock Vested for Fiscal 2025

    Option Exercises and Stock Vested for Fiscal 2025 The following table summarizes all stock options exercised and stock vested during fiscal 2025, which consisted of restricted stock units for four NEOs and performance share awards for the fiscal 2023 to fiscal 2025 performance period for all our NEOs.

  91. Option Exercises and Stock Vested for Fiscal 2025

    | | Option Awards1 | | Stock Awards2 | | | Name | Number of Shares Acquired On Exercise (#) | Value Realized On Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Richard M. Olson | | | | | | Stock Option Exercises | 44,400 | 1,353,756 | | | | F23-F25 Performance Share Award Payout | | | 7,122 | 572,822 | | Angela C. Drake | | | | | | Stock Option Exercises | N/A | N/A | | | | F23-F25 Performance Share Award Payout | | | 421 | 33,861 | | Restricted Stock Units | | | 2,675 | 206,649 | | Edric C. Funk | | | | | | Stock Option Exercises | N/A | N/A | | | | F23-F25 Performance Share Award Payout | | | 621 | 49,947 | | Restricted Stock Units | | | 755 | 61,552 | | Peter D. Moeller | | | | | | Stock Option Exercises | N/A | N/A | | | | F23-F25 Performance Share Award Payout | | | 421 | 33,861 | | Restricted Stock Units | | | 932 | 72,160 | | Gregory S. Janey | | | | | | Stock Option Exercises | 3,880 | 159,875 | | | | F23-F25 Performance Share Award Payout | | | 732 | 58,875 | | Restricted Stock Units | | | 755 | 61,552 |

  92. Option Exercises and Stock Vested for Fiscal 2025

    1.The number of shares acquired upon exercise reflects the gross number of shares acquired absent any netting for shares surrendered to pay the option exercise price and/or satisfy tax withholding requirements. The value realized on exercise represents the gross number of shares acquired on exercise multiplied by the market price of our common stock on the exercise date, less the per share exercise price. 2.The number of shares acquired upon vesting reflects the gross number of shares acquired absent any netting of shares surrendered to satisfy required tax withholding requirements and in the case of restricted stock units, includes the following number of shares underlying dividend equivalent rights that accrued and were paid out at the same time as the shares underlying the stock award (Ms. Drake — 83 shares, Mr. Funk - 22 shares, Mr. Moeller — 29 shares and Mr. Janey — 22 shares). The performance share awards do not accrue any dividend equivalent rights. The value realized on vesting represents the gross number of shares acquired multiplied by the closing price of our common stock on the vesting or payout date. The payout date for the F23-F25 performance share awards was December 17, 2025. Amounts are not reduced to reflect any elections to defer receipt of performance share award payouts. Under the Deferred Plan for Officers, Messrs. Funk, Moeller and Janey deferred receipt of 100% of the fiscal 2023 to fiscal 2025 performance share award payout. The material terms of the Deferred Plan for Officers are described under Nonqualified Deferred Compensation for Fiscal 2025 set forth below.

  93. Nonqualified Deferred Compensation for Fiscal 2025

    Nonqualified Deferred Compensation for Fiscal 2025 We maintain three nonqualified deferred compensation plans in which our NEOs are eligible to participate. The Toro Company Deferred Compensation Plan. This plan allows a select group of management or highly compensated employees, including our executive officers, to defer on a pre-tax basis his or her calendar year base salary and/or fiscal year annual cash incentive payout to a date in the future. Participants can defer up to 50% of calendar year base salary and up to 100% of the fiscal year annual cash incentive award payout. Deferred amounts are credited to a participant's account and the participant may elect the deemed investment of such deferred amounts in an array of funds that are consistent with or comparable to funds provided in the Retirement Plan. Deferral elections are made on an annual basis, before the beginning of the new fiscal year. Participants must elect a distribution date that is at least two years later than the date the compensation otherwise would have been received. Participants elect the frequency of payments and the number of payments to receive at the time of distribution. Participants are always 100% vested in their accounts. The Toro Company Deferred Compensation Plan for Officers. This plan allows key employees that receive performance share awards, including our executive officers, an opportunity to defer receipt of shares of our common stock paid out under such awards to a date in the future. Participants can defer up to 100% of the common stock payout. Each year, before the third fiscal year of the three-year performance period begins, participants are given the opportunity to elect to defer the receipt of those shares to some point in the future. Participants must elect a distribution date that is at least two years later than the date the shares would have been received. Participants elect the frequency of payment and the number of payments to receive at the time of distribution. Participants are always 100% vested in their deferred payout. The Toro Company Supplemental Benefit Plan. This plan is maintained for the purpose of providing to a select group of management or highly compensated employees, including our executive officers, benefits in excess of the limitations on benefits and contributions imposed by Code Sections 401(a)(17) and 415. Our credits under this plan are made on a calendar year basis, usually in the first calendar quarter following the end of the prior calendar year. Amounts are credited to the Supplemental Benefit Plan for earnings above the compensation limit for all forms of employer contributions, which may include Company matching, investment savings and ESOP contribution amounts. For calendar year 2025, employer matching contributions and an investment savings contribution were made. Amounts credited are placed into a participant's account and the participant may elect the deemed investment of such deferred amounts in an array of funds that are consistent with or comparable to funds provided in the Retirement Plan. Participants elect the funds into which these contributions are allocated, as well as the frequency of payments and the number of payments to receive. Participants are always 100% vested in their accounts. Nonqualified Deferred Compensation for Fiscal 2025 Table. The following table reflects any NEO contributions and Company contributions for fiscal 2025 to our nonqualified deferred compensation plans.

  94. Nonqualified Deferred Compensation for Fiscal 2025

    | | Executive Contributions in Last FY1 ($) | Registrant Contributions in Last FY2 ($) | Aggregate Earnings in Last FY3 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE4 ($) | | Richard M. Olson | | | | | | | Deferred Plan | 0 | 0 | 337,532 | 0 | 2,468,191 | | Deferred Plan for Officers | 0 | 0 | (701,844) | 0 | 12,714,910 | | Supplemental Benefit Plan | 0 | 196,708 | 274,230 | 0 | 2,207,231 | | Angela C. Drake | | | | | | | Deferred Plan | 0 | 0 | 93,829 | 0 | 603,766 | | Deferred Plan for Officers | 0 | 0 | (3,113) | 0 | 56,404 | | Supplemental Benefit Plan | 0 | 54,323 | 21,443 | 0 | 202,524 | | Edric C. Funk | | | | | | | Deferred Plan | 0 | 0 | 33,640 | 0 | 238,577 | | Deferred Plan for Officers | 49,947 | 0 | (6,473) | 0 | 160,482 | | Supplemental Benefit Plan | 0 | 50,372 | 8,065 | 0 | 108,370 | | Peter D. Moeller | | | | | | | Deferred Plan | 82,671 | 0 | 260,386 | 0 | 2,113,247 | | Deferred Plan for Officers | 33,861 | 0 | (12,156) | 0 | 238,706 | | Supplemental Benefit Plan | 0 | 37,796 | 20,993 | 0 | 212,647 | | Gregory S. Janey | | | | | | | Deferred Plan | 10,067 | 0 | 83,011 | 0 | 421,794 | | Deferred Plan for Officers | 58,874 | 0 | (35,641) | 0 | 481,415 | | Supplemental Benefit Plan | 0 | 21,212 | 23,274 | 0 | 140,581 |

  95. Nonqualified Deferred Compensation for Fiscal 2025

    1.Executive contributions of annual cash incentive award payouts are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table and executive contributions of the fiscal 2023 to fiscal 2025 performance share award payouts are included in the Value Realized on Vesting column of the Option Exercises and Stock Vested for Fiscal 2025 table. Our NEOs deferred the following components of compensation during fiscal 2025:

  96. Nonqualified Deferred Compensation for Fiscal 2025

    | Name | Deferrals | Amount ($) | | Mr. Funk | 100% of the fiscal 2023 to 2025 performance share award | 49,947 | | Mr. Moeller | 25% of the fiscal 2025 annual cash incentive award | 82,671 | | | 100% of the fiscal 2023 to 2025 performance share award | 33,861 | | Mr. Janey | 10% of the fiscal 2025 annual cash incentive award | 10,067 | | | 100% of the fiscal 2023 to 2025 performance share award | 58,874 |

  97. Nonqualified Deferred Compensation for Fiscal 2025

    2.Amounts reported represent Company contributions to the Supplemental Benefit Plan in fiscal 2025. These amounts are included in the All Other Compensation column of the Summary Compensation Table and the related footnote. 3.Aggregate earnings comprise interest, dividends, capital gains and appreciation/depreciation of investment results during the fiscal year based on each NEO's selected fund allocation. None of these amounts are included in the Summary Compensation Table because earnings were not preferential or above-market. The funds listed below are consistent with or comparable to those funds provided in our Retirement Plan and do not include any preferential or above-market interest. The rates for fiscal 2025 are provided in the following table:

  98. Nonqualified Deferred Compensation for Fiscal 2025

    | Fund Name | Change from Fiscal 2024 | | American Funds Europacific Growth Fund R6 | 23.10% | | Artisan Mid Cap Investor Fund | 24.83% | | Fidelity Treasury Only Money Market Fund | 4.02% | | Fidelity US Bond Index | 6.15% | | Goldman Sachs Small Cap Value Institutional Fund | 7.93% | | JPMorgan Mid Cap Value I Fund | 1.92% | | PGIM Total Return Bond R6 | 6.84% | | PIMCO International Bond Fund (Unhedged) | 7.38% | | T. Rowe Price International Discovery Fund | 18.17% | | The Toro Company | (5.23)% | | Vanguard Explorer Fund Admiral Shares | 7.82% | | Vanguard Institutional Index Fund Institutional Shares | 21.41% | | Vanguard Mid Cap Index Fund Admiral Shares | 12.48% | | Vanguard Small Cap Index Fund Admiral Shares | 9.77% | | Vanguard Target Retirement 2020 Fund | 11.87% | | Vanguard Target Retirement 2025 Fund | 14.28% | | Vanguard Target Retirement 2030 Fund | 15.86% | | Vanguard Target Retirement 2035 Fund | 17.17% | | Vanguard Target Retirement 2040 Fund | 18.40% | | Vanguard Target Retirement 2045 Fund | 19.65% | | Vanguard Target Retirement 2050 Fund | 20.97% | | Vanguard Target Retirement 2055 Fund | 20.96% | | Vanguard Target Retirement 2060 Fund | 20.94% | | Vanguard Target Retirement 2065 Fund | 20.93% | | Vanguard Target Retirement Income Fund | 11.04% |

  99. Nonqualified Deferred Compensation for Fiscal 2025

    4.Amounts reported represent the total balance at October 31, 2025, the last day of fiscal 2025, plus any NEO's or Company contributions for fiscal 2025 that were paid, or expected to be paid, after October 31, 2025. Includes the following amounts reported in the Summary Compensation Table in the Base Salary or Non-Equity Incentive Plan Compensation column for fiscal years 2023 and 2024:

  100. Nonqualified Deferred Compensation for Fiscal 2025

    | Name | Amount ($) | | Mr. Olson | 106,315 | | Mr. Janey | 31,807 |

  101. Nonqualified Deferred Compensation for Fiscal 2025

    Includes the following amounts reported in the Summary Compensation Table in the "All Other Compensation" column for fiscal years 2023 and 2024.

  102. Nonqualified Deferred Compensation for Fiscal 2025

    | Name | Amount ($) | | Mr. Olson | 224,668 | | Ms. Drake | 52,290 | | Mr. Janey | 33,021 |

  103. Pay Versus Performance (PvP)

    Pay Versus Performance (PvP) As required by Item 402(v) of Regulation S-K, we are proving the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed fiscal years. In determining the “Compensation Actually Paid” (CAP) for PvP purposes to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous year, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. Due to the valuation component of CAP, the dollar amounts do not reflect the actual amounts of compensation earned or paid during the year. The PvP table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the fiscal years 2021 through 2025. For our NEOs other than our principal executive officer (PEO), compensation is reported as an average. For purposes of the tables below, the principal executive officer (PEO) and no-PEO named executive officers for fiscal 2021 through 2025 are the following:

  104. Pay Versus Performance (PvP)

    | Year | PEO | Non-PEO NEOs | | 2025 | Richard M. Olson | Angela C. Drake, Edric C. Funk, Peter D. Moeller and Gregory S. Janey | | 2024 | Richard M. Olson | Angela C. Drake, Kevin N. Carpenter, Amy E. Dahl and Joanna M. Totsky | | 2023 | Richard M. Olson | Angela C. Drake, Renee J. Peterson, Amy E. Dahl, Joanna M. Totsky, Greg Janey and Richard W. Rodier | | 2022 | Richard M. Olson | Renee J. Peterson, Kevin N. Carpenter, Richard W. Rodier and Amy E. Dahl | | 2021 | Richard M. Olson | Renee J. Peterson, Richard W. Rodier, Amy E. Dahl and Bradley A. Hamilton |

  105. Pay Versus Performance (PvP)

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO1 ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs1 ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income4 ($) | Adjusted Diluted EPS5 ($) | | | | | | | Total Stockholder Return2 ($) | Peer Group Total Stockholder Return3 ($) | | | | 2025 | 8,436,478 | 5,691,401 | 3,065,396 | 2,583,860 | 98 | 174 | 316.1 | 4.20 | | 2024 | 8,278,439 | 3,733,008 | 1,967,920 | 1,268,683 | 103 | 171 | 418.9 | 4.17 | | 2023 | 9,025,811 | 547,678 | 1,905,612 | 485,389 | 102 | 125 | 329.7 | 4.21 | | 2022 | 7,311,953 | 10,442,137 | 2,316,841 | 2,831,673 | 132 | 115 | 443.3 | 4.16 | | 2021 | 8,629,851 | 14,493,119 | 2,244,282 | 3,334,008 | 118 | 132 | 409.9 | 3.62 |

  106. Pay Versus Performance (PvP)

    1.The dollar amounts reported in this column represent the amount of “compensation actually paid” as computed in accordance with Item 402(v) of Regulation S-K. Details on these amounts can be found in the PEO Compensation and Average Non-PEO NEO Compensation information on the following pages. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEO or NEOs during the applicable fiscal year. 2.Total Shareholder Return (TSR) assumes $100 is invested as of October 31, 2020. TSR represents cumulative return over the applicable period and is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our stock price at the end and the beginning of the measurement period by our stock price at the beginning of the measurement period. 3.The Peer Group TSR used for this calculation is based on the S&P 500 Industrial Machinery Index, which we also use for purposes of our stock performance graph in our most recent annual report on Form 10-K for the fiscal year ended October 31, 2025. The peer group TSR is calculated using the same methodology as described in footnote 2 above, with the returns of each component company of this group weighted according to the respective company’s stock market capitalization at the beginning of each period for which a return is indicated. 4.Amounts reported represent the amount of net earnings reflected in our audited consolidated financial statements for the applicable fiscal year, as reported in our annual report on Form 10-K for the fiscal year. 5.Amounts reported represent the amount of adjusted diluted EPS, which is a non-GAAP financial measure that is calculated by taking adjusted net Earnings and dividing by diluted shares outstanding. A reconciliation of these non-GAAP measures to their most comparable GAAP measures can be found in Appendix A hereto. While we use several financial performance measures for purposes of evaluating performance for our compensation programs, we have determined that the adjusted diluted EPS is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) that we use to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance. Note that adjusted diluted EPS for fiscal 2022 as used as a financial performance measure to link compensation actually paid to our NEOs is different than adjusted diluted EPS as presented in our earnings release since the adjusted diluted EPS used as a financial performance measure to link compensation actually paid to our NEOs reflects an adjustment of $(.04) based on defined acquisition-related adjustment events at the beginning of the fiscal year and approved by the Compensation & HR Committee. PEO Compensation. To determine the amounts in column (c) in the PvP table, the following adjustments were made to the PEO’s total compensation as reported in the Summary Compensation Table, in accordance with Item 402(v) of Regulation S-K.

  107. Pay Versus Performance (PvP)

    | Year | SCT Total for PEO ($) | SCT Reported Equity Award Value for PEO ($) | Equity Award Adjustments for PEO1 ($) | Change in the Actuarial Present Value of Pension Benefits for PEO ($) | Pension Benefit Adjustments for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 8,436,478 | (5,626,866) | 2,881,789 | 0 | 0 | 5,691,401 | | 2024 | 8,278,439 | (6,369,706) | 1,824,275 | 0 | 0 | 3,733,008 | | 2023 | 9,025,811 | (7,291,746) | (1,186,387) | 0 | 0 | 547,678 | | 2022 | 7,311,953 | (4,996,891) | 8,127,075 | 0 | 0 | 10,442,137 | | 2021 | 8,629,851 | (5,187,602) | 11,050,870 | 0 | 0 | 14,493,119 |

  108. Pay Versus Performance (PvP)

    1.Represents the year-over year change in the fair value of equity awards provided to the PEO as summarized below.

  109. Pay Versus Performance (PvP)

    | Year | Year-End Fair Value of Unvested Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2025 | 4,121,067 | (1,358,230) | 0 | 118,952 | 0 | 0 | 2,881,789 | | 2024 | 1,824,413 | (3,571) | 0 | 3,433 | 0 | 0 | 1,824,275 | | 2023 | 2,824,764 | (2,977,151) | 0 | (1,034,000) | 0 | 0 | (1,186,387) | | 2022 | 6,061,704 | 2,062,723 | 0 | 2,648 | 0 | 0 | 8,127,075 | | 2021 | 6,964,945 | 2,408,829 | 0 | 1,677,096 | 0 | 0 | 11,050,870 |

  110. Pay Versus Performance (PvP)

    In the table above, the equity values are computed in accordance with the methodologies used for financial reporting purposes, reflecting updated economic assumptions as of the valuation dates. Average Non-PEO NEO Compensation. To determine the amounts in column (e) in the PvP table, the following adjustments were made to the Non-PEO NEO’s average total compensation as reported in the Summary Compensation Table, in accordance with Item 402(V) of Regulation S-K.

  111. Pay Versus Performance (PvP)

    | Year | Average SCT Total for Non-PEO NEOs ($) | Average SCT Reported Equity Award Value for Non-PEO NEOs ($) | Average Equity Award Adjustments for Non-PEO NEOs1 ($) | Average Change in the Actuarial Present Value of Pension Benefits for Non-PEO NEOs ($) | Average Pension Benefit Adjustments for Non PEO-NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 3,065,396 | (2,150,179) | 1,668,643 | 0 | 0 | 2,583,860 | | 2024 | 1,967,920 | (1,157,034) | 457,797 | 0 | 0 | 1,268,683 | | 2023 | 1,905,612 | (1,297,243) | (122,980) | 0 | 0 | 485,389 | | 2022 | 2,316,841 | (1,315,478) | 1,830,310 | 0 | 0 | 2,831,673 | | 2021 | 2,244,282 | (1,020,368) | 2,110,094 | 0 | 0 | 3,334,008 |

  112. Pay Versus Performance (PvP)

    1.Represents the average of the year-over-year change in the fair value of equity awards to our Non-PEO NEOs as summarized below:

  113. Pay Versus Performance (PvP)

    | Year | Average Year-End Fair Value of Unvested Equity Awards Granted in the Year ($) | Average Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Average Total Equity Award Adjustments ($) | | 2025 | 1,867,596 | (210,831) | 0 | 7,797 | 0 | 4,081 | 1,668,643 | | 2024 | 426,285 | (2,349) | 0 | 22,961 | 0 | 10,900 | 457,797 | | 2023 | 466,643 | (327,514) | 0 | (120,273) | (144,551) | 2,716 | (122,980) | | 2022 | 1,533,967 | 329,900 | 0 | (38,169) | 0 | 5,885 | 1,831,583 | | 2021 | 1,369,547 | 434,551 | 0 | 304,589 | 0 | 1,407 | 2,110,094 |

  114. Pay Versus Performance (PvP)

    In the table above, the equity values are computed in accordance with the methodologies used for financial reporting purposes, reflecting updated economic assumptions as of the valuation dates. Company-Selected Measure and Other Financial Performance Measures. The following are the most important financial performance measures used to link NEO CAP to company performance for the most recently completed fiscal year.

  115. Pay Versus Performance (PvP)

    | Performance Measures | | Adjusted diluted EPS | | Revenue and revenue growth | | Working capital as a percent of sales | | Net income plus after-tax interest | | Return on invested capital |

  116. Pay Versus Performance (PvP)

    Relationship of Compensation Actually Paid and Performance Measures. The following charts describe the relationship of CAP to the performance measures listed in the PvP Table above. Generally, CAP has low correlation with the financial measures for the years shown in the charts below. We place significant emphasis on equity compensation and at least two-thirds of our executive compensation is tied to TTC performance and the market value of our common stock. Due to the sensitivity of CAP to stock price changes, the timing of the grants and the changes in stock price thereafter significantly influence the Compensation Actually Paid each year, as determined under Item 402(v) of Regulation S-K.

  117. Potential Payments Upon Termination or Change In Control

    Potential Payments Upon Termination or Change In Control Overview. The following discussion describes the payments and benefits to which our NEOs are entitled in various termination of employment and change in control situations. The intent of this discussion is to describe those payments and benefits for which the amount, vesting or time of payment is altered by the termination of employment or change in control situation. Therefore, this discussion does not describe all payments and benefits an NEO may receive following a termination or change in control, such as the following accrued, vested or non-forfeitable compensation and benefits: •Payment of individual contributions to our Deferred Plan and Deferred Plan for Officers in accordance with prior distribution elections, as described under “Nonqualified Deferred Compensation for Fiscal 2025”; •Payment of Company contributions on behalf of the NEO under our Supplemental Benefit Plan, as described under “Nonqualified Deferred Compensation for Fiscal 2025”; •Payment of individual contributions and vested Company investment fund contributions on behalf of the NEO under our Retirement Plan, as described under “Health, Welfare and Retirement Benefits and All Other Compensation—Retirement Benefits”; •Payment of annual cash incentive awards if employed on the last day of the fiscal year and if threshold levels are met and at the percentage of the target achieved, as described under “Annual Cash Incentives”; •Payout for performance share awards if employed on the last day of the performance period and if threshold levels are met and at the percentage of the target achieved, as described under “Long-Term Incentives—Performance Share Awards”; •Exercise of stock options that had vested prior to the date of termination; and •Payouts under, and continuation of, health and welfare benefits under plans generally applicable to our U.S.-based office salaried employees. None of our executive officers have any employment or severance agreements or arrangements other than as provided for in our CIC policy and other than certain change in control provisions in our equity plans. Accordingly, our NEOs do not have the right to cash severance or additional benefits in connection with a termination of employment except in connection with a change in control of our Company, as described under "Potential Payments Upon Termination or Change in Control—Change in Control". Each of our executive officers is a party to our standard confidentiality, invention and non-compete agreement. Voluntary Resignation and Retirement. In the event of an NEO's voluntary resignation or retirement, we would not be obligated to pay or provide any additional payments or benefits, unless the NEO meets the criteria for "retirement" in connection with his or her voluntary resignation. For purposes of our compensation arrangements, "retirement" generally means the voluntary termination of employment at or after the age of 55 and with a number of years of service that, when added together with the NEO's age, equals at least 65. If an NEO meets the criteria for "retirement" in connection with his or her voluntary resignation, the NEO generally would be entitled to or, in the case of annual cash incentive awards and performance share awards, may receive upon approval by the Compensation & Human Resources Committee, the following additional payments and benefits: •Extended vesting and exercise period of four additional years (or the remaining term of the option, whichever is shorter) after the retirement date for all outstanding stock options held on the retirement date; •Extended perquisites consisting of reimbursement for amounts incurred for: (i) one additional year of financial planning expenses; (ii) one additional executive physical; (iii) twelve additional months, or through the end of the lease term, whichever is shorter, of lease payments for a Company-leased automobile; and (iv) certain Company products for personal use at no cost for five years following the NEO’s retirement; provided, however, that the NEO is responsible for payment of applicable taxes attributed to the value of such products; •Prorated payment of an outstanding annual cash incentive award if the NEO retires prior to the date payment is made in settlement of the annual cash incentive award, which is typically in early December, but only: (i) if threshold levels are met and at the percentage of the target achieved; and (ii) in an amount that is proportionate to the portion of the fiscal year performance period that was completed as of the retirement date; and •Prorated payment of outstanding performance share awards if the NEO retires after completion of at least one fiscal year of our current three-fiscal year performance period, but only: (i) if threshold levels are met and at the percentage of the target achieved; and (ii) in an amount that is proportionate to the portion of the performance period based on the number of months or years that the NEO was employed or performed services during the performance period as of the NEO’s retirement date. Any such payment for any prorated annual cash incentive or performance share awards would be made at the same time payments are made to our other executive officers after the certification of performance achieved by the Compensation & Human Resources Committee at the meeting following the completion of the applicable performance period. Disability or Death. In the event of a termination as the result of the disability or death of an NEO, the NEO, or his or her beneficiary, would be entitled to or, in the case of annual cash incentive awards and performance share awards, may receive upon approval by the Compensation & Human Resources Committee, the following additional payments and benefits: •Immediate vesting of all outstanding stock options held as of the termination date and stock options may be exercised for a period of up to one year (or the remaining term of the option, whichever is shorter) after the termination date; •Prorated payment of an outstanding annual cash incentive award if the termination of the NEO is prior to the date payment is made in settlement of the annual cash incentive award, but only: (i) if threshold levels are met and at the percentage of the target achieved; and (ii) in an amount that is proportionate to the portion of the fiscal year performance period that was completed as of the termination date; and •Prorated payment of outstanding performance share awards if the NEO was employed for at least one fiscal year of our current three-fiscal year performance period, but only: (i) if threshold levels are met and at the percentage of the target achieved; and (ii) in an amount that is proportionate to the portion of the performance period based on the number of months or years that the NEO was employed or performed services during the performance period as of the NEO’s termination date. Any such payment for any prorated annual cash incentive or performance share awards would be made at the same time payments are made to our other executive officers after the certification of performance achieved by the Compensation & Human Resources Committee at the meeting following the completion of the applicable performance period. Involuntary Termination by TTC. Since our NEOs do not have employment or severance agreements or arrangements other than as provided for in our CIC policy, we would not be obligated to provide any additional payments or benefits to our NEOs in the event of an involuntary termination of employment by us. Any negotiated separation arrangement typically requires that the NEO sign a release and waiver of claims and comply with confidentiality and non-compete restrictions.

  118. Potential Payments Upon Termination or Change In Control

    Termination by TTC for Cause. In the event of a termination of an NEO's employment by us for cause, we would not be obligated to provide any additional payments or benefits to the executive. In addition, we may have certain clawback rights, as described below under "Clawback Provisions." Change in Control. We have a CIC policy generally applicable to our executive officers. Our CIC policy incorporates a "double trigger" mechanism and provides for a cash severance payment and certain other benefits if within three years after a change in control the NEO's employment is terminated by us without just cause or the NEO terminates his or her employment for good reason, or if such termination occurs at the request of a third party who had taken steps reasonably calculated to effect the change in control. The payments and benefits the NEO would be entitled to receive include: •a lump sum cash severance payment equal to two times (or three times for the CEO) the sum of the NEO’s then current annual base salary and target annual cash incentive award; •a lump sum cash payment in an amount equal to the NEO’s pro-rated target annual cash incentive award for the fiscal year in which the termination date occurs, reduced by any amounts paid under the terms of the applicable equity compensation policy for the same period of time; •eligibility for continuation coverage under our medical, dental and other group health plans for a period of three years following the termination date and reimbursement for any costs incurred in securing such continuation coverage that are in excess of costs that would have been incurred by the NEO immediately prior to his or her termination date to obtain such coverage; and •two years of outplacement services. Our CIC policy does not provide a "gross-up" for 280G excise tax and, as a condition to the payment of any severance payment, the NEO must execute a release of claims against us. If a change in control, as generally defined below, has not occurred, our Board may terminate our CIC policy after two years' advance notice of such termination. In addition to our CIC policy, our 2022 Plan provides that if we experience a change in control, as generally defined below, and if outstanding awards are continued, assumed, or substituted, whether or not there is a qualifying termination of employment: •all stock options immediately vest, become exercisable in full and remain exercisable for their remaining term following the change in control; •all outstanding annual cash incentive awards for performance periods in progress at the time of the change in control immediately vest and become immediately payable in cash based on the greater of: (i) achievement at target; or (ii) actual achievement through the date of the change in control; •all outstanding performance share awards for performance periods in progress at the time of the change in control immediately vest and become payable in shares of our common stock, at the greater of: (i) target; or (ii) actual achievement of performance goals through the date of the change in control; and •all outstanding shares of restricted stock and restricted stock unit awards with vesting based solely on the participant’s continued service immediately vest and become non-forfeitable or issuable, as the case may be, and shall be settled in cash or shares of our common stock. If outstanding equity based awards are not continued, assumed or substituted: •all stock options immediately vest and become exercisable and the Compensation & Human Resources Committee shall: (i) give the participant a reasonable opportunity to exercise the option prior to the change in control; and (ii) pay the participant in cash for each unexercised option, the excess, if any, between the option exercise price and the per share consideration payable to stockholders, provided the participant shall receive payment of the fair market value of any contingent or delayed consideration on the basis of the Committee’s good faith estimate of the present value of the probable future value of such consideration; •all restricted stock awards and restricted stock unit awards with vesting based solely on the participant’s continued service will immediately vest and be settled in cash or shares of our common stock, provided, if payment is to be made in shares of our common stock, the participant will receive the excess, if any, between the consideration received by stockholders of our Company for shares of our Company in connection with the change in control and the purchase price, if any, of the restricted stock or restricted stock unit award, multiplied by the number of shares subject to such award; and •all outstanding performance share awards for performance periods in progress at the time of the change in control will immediately vest and become payable in shares of our common stock, at the greater of (i) target, or (ii) actual achievement of performance goals through the date of the change in control, provided, for the payment to be made in shares of our common stock, the participant will receive the consideration received by stockholders of our Company for shares of our Company in connection with the change in control. Alternatively, the Compensation & Human Resources Committee may elect to terminate such options, restricted stock awards, restricted stock unit awards or performance share awards in exchange for a cash payment for each option, restricted stock, restricted stock unit or performance share award in an amount equal to the excess, if any, between the consideration received by stockholders of our Company for shares of our Company in connection with the change in control and the exercise or purchase price, if any, of the option, restricted stock, restricted stock unit award or performance share award, multiplied by the number of shares subject to such option or award. Our 2022 Plan does not provide a "gross-up" for 280G excise tax, but does provide for a reduction of payments if such payments would result in lower higher after-tax income taking into consideration the 280G excise tax. For purposes of our CIC policy and the 2022 Plan, and subject to limited exceptions, a "change in control" occurs if: •another person becomes the beneficial owner of 20% of our then-outstanding common stock or the combined voting power of our then-outstanding voting stock; •a majority of our Board becomes comprised of persons other than those for whom election proxies have been solicited by our Board; •the completion of certain business combinations, including a reorganization, merger, consolidation, the sale of all or substantially all of our assets or the acquisition by us of assets or stock of another entity, where the stockholders before the business combination fail to beneficially own and have voting power for more than 50% of our Company or the resulting company after the business combination; or •our stockholders approve a complete liquidation or dissolution of our Company. Additionally, under our nonqualified deferred compensation and retirement plans, upon the occurrence of a change in control, we must transfer cash or property to a "rabbi" trust for the benefit of plan participants in an amount sufficient to cause the trust to be funded at a level equal to the present value of all accumulated or accrued benefits then payable to or on behalf of plan participants. Potential Payments Upon Termination or Change In Control. The following table quantifies the payments and benefits for which the amount, vesting or time of payment is altered by each of the foregoing termination of employment or change in control situations. For purposes of quantifying payments and benefits, amounts are

  119. Potential Payments Upon Termination or Change In Control

    calculated: (i) for each NEO as if the termination or change in control occurred on October 31, 2025, the last day of our 2025 fiscal year; and (ii) using a per share value of $74.73, which represents the closing price of our common stock, on October 31, 2025. Material assumptions used in calculating the estimated payments and benefits are described in footnotes to the table.

  120. Potential Payments Upon Termination or Change In Control

    | | | | | | Change in Control | | | Name/Payment Type | Voluntary Resignation / Retirement(1) ($) | Disability or Death ($) | Involuntary Termination by TTC ($) | Termination by TTC for Cause ($) | No Termination Event ($) | Termination Without Cause by TTC or by Executive for Good Reason ($) | | Richard M. Olson | | | | | | | | Cash Severance Payment2 | 0 | 0 | 0 | 0 | 0 | 8,487,000 | | Unvested & Accelerated Stock Options3 | 0 | 0 | 0 | 0 | 0 | 0 | | Performance Share Award Payouts | 820,012(4) | 820,012(4) | 0 | 0 | 2,629,151(5) | 2,629,151(5) | | Welfare Plan Benefits6 | 0 | 0 | 0 | 0 | 0 | 56,902 | | Outplacement Services7 | 0 | 0 | 0 | 0 | 0 | 30,000 | | Perquisites8 | 40,396 | 0 | 0 | 0 | 0 | 0 | | Total | 860,408 | 820,012 | 0 | 0 | 2,629,151 | 11,203,053 | | Angela C. Drake | | | | | | | | Cash Severance Payment2 | 0 | 0 | 0 | 0 | 0 | 2,067,200 | | Unvested & Accelerated Stock Options3 | 0 | 0 | 0 | 0 | 0 | 0 | | Unvested & Accelerated Restricted Stock Units9 | 0 | 0 | 0 | 0 | 203,158 | 203,158 | | Performance Share Award Payouts | 208,422(4) | 208,422(4) | 0 | 0 | 634,234(5) | 634,234(5) | | Welfare Plan Benefits6 | 0 | 0 | 0 | 0 | 0 | 75,956 | | Outplacement Services7 | 0 | 0 | 0 | 0 | 0 | 30,000 | | Perquisites8 | 27,127 | 0 | 0 | 0 | 0 | 0 | | Total | 235,549 | 208,422 | 0 | 0 | 837,392 | 3,010,548 | | Edric C. Funk | | | | | | | | Cash Severance Payment2 | 0 | 0 | 0 | 0 | 0 | 2,310,000 | | Unvested & Accelerated Stock Options3 | 0 | 0 | 0 | 0 | 0 | 0 | | Unvested & Accelerated Restricted Stock Units9 | 0 | 0 | 0 | 0 | 1,440,967 | 1,440,967 | | Performance Share Award Payouts | 138,923(4) | 138,923(4) | 0 | 0 | 392,856(5) | 392,856(5) | | Welfare Plan Benefits6 | 0 | 0 | 0 | 0 | 0 | 75,380 | | Outplacement Services7 | 0 | 0 | 0 | 0 | 0 | 30,000 | | Perquisites8 | 38,731 | 0 | 0 | 0 | 0 | 0 | | Total | 177,654 | 138,923 | 0 | 0 | 1,833,823 | 4,249,203 | | Peter D. Moeller | | | | | | | | Cash Severance Payment2 | 0 | 0 | 0 | 0 | 0 | 1,782,000 | | Unvested & Accelerated Stock Options3 | 0 | 0 | 0 | 0 | 0 | 0 | | Unvested & Accelerated Restricted Stock Units9 | 0 | 0 | 0 | 0 | 1,612,578 | 1,612,578 | | Performance Share Award Payouts | 125,023(4) | 125,023(4) | 0 | 0 | 375,518(5) | 375,518(5) | | Welfare Plan Benefits6 | 0 | 0 | 0 | 0 | 0 | 74,747 | | Outplacement Services7 | 0 | 0 | 0 | 0 | 0 | 30,000 | | Perquisites8 | 39,008 | 0 | 0 | 0 | 0 | 0 | | Total | 164,031 | 125,023 | 0 | 0 | 1,988,096 | 3,874,843 | | Gregory S. Janey | | | | | | | | Cash Severance Payment2 | 0 | 0 | 0 | 0 | 0 | 1,782,000 | | Unvested & Accelerated Stock Options3 | 0 | 0 | 0 | 0 | 0 | 0 | | Unvested & Accelerated Restricted Stock Units9 | 0 | 0 | 0 | 0 | 1,599,507 | 1,599,507 | | Performance Share Award Payouts | 125,023(4) | 125,023(4) | 0 | 0 | 156,335(5) | 156,335(5) | | Welfare Plan Benefits6 | 0 | 0 | 0 | 0 | 0 | 75,085 | | Outplacement Services7 | 0 | 0 | 0 | 0 | 0 | 30,000 | | Perquisites8 | 37,357 | 0 | 0 | 0 | 0 | 0 | | Total | 162,380 | 125,023 | 0 | 0 | 1,755,842 | 3,642,927 |

  121. Potential Payments Upon Termination or Change In Control

    1.Mr. Olson met the retirement criteria on October 31, 2025. 2.Amount reported represents two times (three times for Mr. Olson since he was CEO on October 31, 2025) the sum of the NEO's (a) then current annual base salary and (b) then target annual cash incentive award for fiscal 2025. 3.Amount reported represents the value of the automatic acceleration of vesting of unvested stock options. All amounts are based on the difference between: (a) the market price of our common stock underlying the unvested stock options as of October 31, 2025, and (b) the exercise price of the stock options. Because Mr. Olson met the retirement criteria on October 31, 2025, upon such event any unvested stock options held would continue to vest for four additional years, but such extended vesting is not quantified in the above table, Voluntary Resignation / Retirement column. 4.Amount reported represents the value of the future payout of two-thirds of the NEO's fiscal 2024 to fiscal 2026 performance share awards (based on two years of the three-year performance period completed as of October 31, 2025) and one-third of the NEO's fiscal 2025 to fiscal 2027 performance share awards (based on one year of the three-year performance period completed as of October 31, 2027), assuming that the Compensation & Human Resources Committee approves the payout at financial plan levels of performance for fiscal 2025 and fiscal 2026 and the market price of our common stock on October 31, 2025. 5.Amount reported represents the value of the immediate payout of two-thirds of the NEO's fiscal 2024 to fiscal 2026 (based on two years of the performance period completed as of October 31, 2026) and one-third of the NEO's fiscal 2025 to fiscal 2027 performance share awards (based on one year of the three-year performance period completed as of October 31, 2025), assuming target levels of performance and the market price of our common stock on October 31, 2025. 6.Amount reported represents the estimated value of the welfare plan benefits for a three-year period based on our premium levels in effect on October 31, 2025. 7.Amount reported is based on the assumption that we would incur a $30,000 one-time cost for outplacement services to be provided for the two-year period. 8.Amount reported represents the value of (a) one additional year of financial planning services, (b) one additional executive physical, and (c) twelve additional months of automobile lease payments. 9.Amount reported represents the value of the automatic acceleration of the vesting of unvested restricted stock units and is based on the number of shares of common stock underlying the unvested restricted stock units multiplied by the market price of our common stock on October 31, 2025.

  122. Pay Ratio Disclosure

    Pay Ratio Disclosure In accordance with Item 402(u) of Regulation S-K, passed as part of the Dodd-Frank Act, we calculated the ratio of annual total compensation of Mr. Olson relative to the annual total compensation of our median employee. To determine the median employee, we identified that, as of October 31, 2025, our total employee population was 9,227 which included employees from all our subsidiaries. We identified our median employee from this population (excluding Mr. Olson) by using base salary as our consistently applied compensation measure. We calculated the annual total compensation of our median employee for fiscal 2025 using the same methodology that we used to calculate the annual total compensation of our NEOs, including Mr. Olson, for fiscal 2025, as set forth in the Summary Compensation Table. Mr. Olson's annual total compensation for fiscal 2025, as set forth in the Summary Compensation Table, was $8,436,478. Annual total compensation for our median employee for fiscal 2025 was $75,652. The ratio of annual total compensation of Mr. Olson to the annual total compensation of our median employee for fiscal 2025 is 112:1. We believe the pay ratio presented above is a reasonable estimate calculated in a manner consistent with applicable SEC rules. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  123. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth information known to us regarding the beneficial ownership of our common stock as of January 20, 2026, by: (i) each of our current non-employee directors, (ii) our current executive officers named in the Summary Compensation Table, and (iii) all current non-employee directors and executive officers as a group.

  124. Directors and Executive Officers

    | Title of Class | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership 1 2 3 4 | Percent of Class5 | | | Non-Employee Directors: | | | | Common Stock | Dianne C. Craig | 6,031 | * | | Common Stock | Gary L. Ellis | 65,721 | * | | Common Stock | Eric P. Hansotia | 8,030 | * | | Common Stock | Jeffrey L. Harmening | 22,317 | * | | Common Stock | D. Christian Koch | 41,823 | * | | Common Stock | Joyce A. Mullen | 18,690 | * | | Common Stock | James C. O'Rourke | 45,204 | * | | Common Stock | Jill M. Pemberton | 14,561 | * | | | Named Executive Officers: | | | | Common Stock | Richard M. Olson | 1,188,437 | * | | Common Stock | Angela C. Drake | 53,983 | * | | Common Stock | Edric C. Funk | 40,176 | * | | Common Stock | Peter D. Moeller | 65,335 | * | | Common Stock | Gregory S. Janey | 84,177 | * | | All Current Directors and Executive Officers as a Group (18) | | 1,828,254 | 1.88% |

  125. Directors and Executive Officers

    *Less than one percent of the outstanding shares of our common stock. 1.Shares are deemed to be beneficially owned by a person if such person, directly or indirectly, has or shares: (a) the power to vote or direct the voting of such shares, or (b) the power to dispose or direct the disposition of such shares. Except as otherwise indicated in the footnotes to this table, the persons in this table have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them, subject to community property laws, where applicable. 2.Beneficial ownership also includes: (a) shares that a person has the right to acquire within 60 days of January 20, 2026, and as such, includes shares that may be acquired upon exercise of stock options and vesting of restricted stock units within 60 days of January 20, 2026; (b) shares allocated to executive officers under the Retirement Plan; and (c) common stock units and performance share units, collectively referred to as units, credited under the Deferred Plan for Directors and Deferred Plan for Officers. Additionally, the following table reflects the beneficial ownership by type of security held by our non-employee directors, NEOs, and all current directors and executive officers as a group as of January 20, 2026:

  126. Directors and Executive Officers

    | Name | Stock Options* | Restricted Stock Units* | Retirement Plan | Units under the Deferred Plan for Directors | Units under the Deferred Plan for Officers | | Non-Employee Directors: | | | | | | | Dianne C. Craig | 2,167 | — | — | 0 | — | | Gary L. Ellis | 30,669 | — | — | 4,176 | — | | Eric P. Hansotia | 8,233 | — | — | 0 | — | | Jeffrey L. Harmening | 17,390 | — | — | 0 | — | | D. Christian Koch | 30,669 | — | — | 0 | — | | Joyce A. Mullen | 15,124 | — | — | 5,721 | — | | James C. O'Rourke | 30,669 | — | — | 0 | — | | Jill M. Pemberton | 8,233 | — | — | 992 | — | | Named Executive Officers: | | | | | | | Richard M. Olson | 1,102,567 | 16,916 | 17,807 | — | 170,893 | | Angela C. Drake | 79,430 | 6,889 | 461 | — | 758 | | Edric C. Funk | 61,001 | 24137 | 6135 | — | 2107 | | Peter D. Moeller | 72,931 | 24,307 | 4,194 | — | 3,174 | | Gregory S. Janey | 90,431 | 23,356 | 2,216 | — | 7,190 | | All Current Directors and Executive Officers as a Group (18) | 1,740,648 | 131,482 | 44,909 | 10,889 | 193,025 |

  127. Directors and Executive Officers

    *Exercisable and unexercisable stock options; and vested and unvested restricted stock units, respectively. 3.Includes shares held in trust for estate planning purposes as follows: 15,575 shares for Mr. Koch; 1,882 shares for Mr. Hansotia; 7,941 shares for Ms. Pemberton; and 6,210 shares for Mr. Moeller. 4.Ms. Pemberton has shared voting and investment power with her spouse over the 7,941 shares in trust. 5.Percentages are based on our shares outstanding as of our record date and are calculated pursuant to Rule 13d-3 under the Exchange Act. Percentage calculations assume, for each person and the group, that all shares that may be acquired by such person or by the group pursuant to stock options or other rights currently exercisable or that become exercisable or issuable within 60 days following January 20, 2026, are outstanding for the purpose of computing the percentage of common stock owned by such person or by the group. However, those unissued shares of our common stock described above are not deemed to be outstanding for the purpose of calculating the percentage of common stock owned by any other person.

  128. Article 4. Number of Shares Authorized Under This Plan; Adjustments; Minimum Vesting Periods; Limit on Total Nonemployee Director Compensation

    Article 4. Number of Shares Authorized Under This Plan; Adjustments; Minimum Vesting Periods; Limit on Total Nonemployee Director Compensation 4.1Number of Shares Authorized for Awards. Subject to adjustment as provided in Section 4.3, the number of Shares authorized for issuance under this Plan shall be determined in accordance with the following provisions: (a)The maximum number of Shares authorized for issuance under this Plan shall be equal to the sum of: (i) 3,650,000 Shares, plus (ii) the number of Shares remaining available for issuance under the Prior Plan as of the Effective Date but not subject to outstanding awards as of the Effective Date; and plus (iii) the number of Shares subject to awards outstanding under the Prior Plan as of the Effective Date but only to the extent that such outstanding awards are forfeited, expire or otherwise terminate without the issuance of such Shares after the Effective Date. (b)No more than 2,500,000 of the Shares authorized for issuance under this Plan may be issued pursuant to Full-Value Awards. (c)The maximum number of Shares that may be issued pursuant to Incentive Stock Options under this Plan shall be 3,650,000. 4.2Share Usage. Shares covered by an Award shall be counted as used only to the extent such Shares are actually issued; provided, however, that the full number of Shares subject to a Stock Appreciation Right granted under this Plan that is settled by the issuance of Shares shall be counted against the Shares authorized for issuance under this Plan, regardless of the number of Shares actually issued upon settlement of such Stock Appreciation Right. Furthermore, any Shares tendered or withheld to satisfy tax withholding obligations on Awards issued under this Plan, any Shares tendered or withheld to pay the Option Price or Grant Price of Awards granted under this Plan and any Shares not issued or delivered as a result of the "net exercise" of an outstanding Option pursuant to Section 6.6 or an outstanding Stock Appreciation Right pursuant to Section 7.5 shall be counted against the Shares authorized for issuance under this Plan. Any Shares repurchased by the Company on the open market using the proceeds from the exercise of an Award shall not increase the number of Shares authorized for future grant of Awards under this Plan. Any Shares related to Awards under this Plan or under the Prior Plan that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of the Shares or are settled in cash in lieu of Shares, or are exchanged with the Committee’s permission, prior to the issuance of Shares, shall be available again for grant under this Plan. The Shares authorized for issuance under this Plan may be authorized and unissued Shares or treasury Shares. 4.3Adjustments in Authorized Shares. An adjustment in authorized Shares available for issuance under this Plan or under an outstanding Award shall be subject to the following provisions: (a)Except to the extent that Section 14.1 applies, in the event of any corporate event or transaction (including a change in the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in-kind or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company or any similar corporate event or transaction, the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, will substitute or adjust, as applicable, the number and kind of Shares that may be issued under this Plan or under particular forms of Awards, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, and other value determinations applicable to outstanding Awards, provided that the Committee, in its sole discretion, shall determine the methodology or manner of making such substitution or adjustment. (b)The Committee, in its sole discretion, may also make appropriate adjustments in the terms of any Awards under this Plan to reflect such changes or distributions and to modify any other terms of outstanding Awards, including modifications of Performance Goals and changes in the length of Performance Periods. (c)The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan. (d)Subject to the provisions of Article 19 and notwithstanding other provisions of this Plan to the contrary, without affecting the number of Shares authorized under this Plan, the Committee may authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with the rules under Code Sections 409A, 422 and 424, as and where applicable. 4.4Minimum Vesting Requirements on Awards. Notwithstanding any other provision of this Plan to the contrary, but subject to Section 4.3 and Article 14, equity-based Awards granted under this Plan will vest no earlier than the one-year anniversary of the Grant Date and any Awards under this Plan which vest upon the attainment of Performance Goals will provide for a Performance Period of at least one (1) year; provided, however, that, notwithstanding the foregoing, Awards that result in the issuance of an aggregate of up to five percent (5%) of the Shares available pursuant to Section 4.1 may be granted to any one or more eligible Non-Employee Directors, Third-Party Service Providers or Employees without respect to such minimum vesting condition; and provided, further, that nothing in this Section 4.4 shall preclude the Committee from taking action, in its sole discretion, to accelerate the vesting of any Award in connection with or following a Participant’s: (a) termination of employment or service after the one-year anniversary of the Grant Date; (b) death; or (c) disability. This Section 4.4 will be inapplicable to (i) substitute Awards granted pursuant to Article 19 of this Plan, (ii) shares delivered in lieu or payment of cash obligations, and (iii) Awards to Non-Employee Directors that vest on the earlier of the one-year anniversary of the Grant Date or the next annual meeting of shareholders which is at least 50 weeks after the immediately preceding year’s annual meeting. 4.5Limit on Total Nonemployee Director Compensation. Notwithstanding any other provision of this Plan to the contrary, the value (determined as of the Grant Date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to any Nonemployee Director under this Plan and all other cash and other compensation received by such Nonemployee Director during any fiscal year of the Company may not exceed $750,000 (increased to $950,000 with respect to any Nonemployee Director serving as Chair of the Board or Lead Independent Director or in the fiscal year of a Nonemployee Director's initial service as a Nonemployee Director) (with any compensation that the Nonemployee Director elects to defer counting towards this limit for the year in which the compensation is first earned, and not a later year of payment or settlement); provided, however, that the limitation described in this Section 4.5 shall be determined without regard to amounts paid to a Nonemployee Director during any period in which such individual was an employee or consultant of Company, an Affiliate or a Subsidiary (other than grants of Awards paid for service in such person’s capacity as a Nonemployee Director).