TORO CO

The Par Value Amendment will have no impact on the value of the Company’s capital stock, including our common stock. In addition, the Par Value Amendment will have no effect on the dollar amount of the Company’s total stockholders’ equity. The Par Value Amendment will not change the number of authorized shares of common stock or our preferred stock nor will it have any impact on our outstanding common stock or any options or rights to purchase our common stock. The Par Value Amendment will have no effect on the rights of the holders of our common stock or our authorized preferred stock, none of which are currently outstanding, except for reducing the minimum amount per share the Company must receive upon the issuance of any shares of our capital stock from $1.00 to $0.01.

If the Par Value Amendment is approved, the Company's capital under the DGCL will be adjusted to reflect the effectiveness of the Par Value Amendment. Specifically, the common stock account on the Company’s consolidated balance sheet at $1.00 per share will be reduced to reflect the respective product of the number of shares outstanding and the new par value of $0.01 per share, thereby increasing the Company's surplus under the DGCL available for the payment of dividends and the repurchase of common stock.

Note that we have omitted our consolidated financial statements from this proxy statement, as management believes that such information is not material in determining whether to vote in favor or against the Par Value Amendment. However, stockholders may refer to our Annual Report to Stockholders for fiscal 2025, which includes our Annual Report on Form 10-K for the fiscal year ended October 31, 2025, which is being made available together with this proxy statement.

If the Par Value Amendment is approved, certificates or book-entry notations representing shares of our common, par value $1.00 per share, issued and outstanding prior to the effectiveness of the Par Value Amendment will be deemed to represent the same number of shares of our common and preferred stock, par value $0.01 per share, as they did prior to such effectiveness, respectively. Existing stock certificates will not be exchanged for new stock certificates in connection with the Par Value Amendment.

In light of these considerations, and based on the recommendation of the Nominating and Governance Committee, the Board has approved, adopted and declared advisable, and recommends that the Company’s stockholders approve and adopt, the Par Value Amendment.

The text of the Par Value Amendment, with proposed deletions reflected by “strike-through” text and proposed additions reflected by “underline” text, is set forth in Appendix D. This summary is qualified in its entirety by reference to Appendix D.