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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
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hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
JANEY GREGORY S
(Last) (First) (Middle)
8111 LYNDALE AVENUE SOUTH
(Street)
BLOOMINGTON MN 55420
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TORO CO [ TTC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Group VP, Landscapes & Contrac
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Performance Share Units 12/20/2023 A 2,483(1) A $0 5,164.969 D
Common Stock 3,226.8 D
Common Stock 2,126.769 I The Toro Company Retirement Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents the payout of a Performance Share Award for the Fiscal 2021 to Fiscal 2023 Performance Period under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as amended and restated, as approved by the Issuer's Compensation & Human Resources Committee of its Board of Directors on December 12, 2023, and which was conditioned upon and subject to confirmation by the Issuer's Fiscal 2023 financial results that were released on December 20, 2023. The reporting person has deferred the payout of his Performance Share Award under The Toro Company Deferred Compensation Plan for Officers (the "Deferred Plan") and, accordingly, the reporting person's Performance Share Award is paid in performance share units under the Deferred Plan.
/s/ Joanna M. Totsky, Attorney-in-Fact 12/21/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Exhibit 24

LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes
and appoints Joanna M. Totsky, signing singly, true and lawful
attorney-in-fact relative to the filings identified below in
connection with the undersigned's derivative and non-derivative
securities of The Toro Company (the 'Company') to:

(1)	Prepare and execute for and on behalf of the undersigned, in
the undersigned?s capacity as an officer of the Company, Forms 3, 4
and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder
(the 'Exchange Act');

(2)	Prepare and execute for and on behalf of the undersigned,
in the undersigned?s capacity as an officer of the Company, any
Form 144 in accordance with Rule 144 under the Securities Act of
1933, as amended, and the rules and regulations thereunder (the
'Securities Act');

(3)	Do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Forms 3, 4, 5 and 144 and the timely filing of
such forms with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and

(4)	Take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Limited Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact?s discretion.

The undersigned hereby grants to such attorney-in-fact full
power and authority to do and perform all and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all
intents and purposes as such attorney-in-fact might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact,
or any substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and
powers herein granted.  The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the
request of the undersigned, is not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with
the Securities Act and Exchange Act, including Section 16 of the
Exchange Act and Rule 144 under the Securities Act.

IN WITNESS WHEREOF, the undersigned has caused this Limited Power
of Attorney to be executed effective as of the date indicated below,
and said Power of Attorney shall remain in effect until revoked by
the undersigned in writing, or at such time as the undersigned is
no longer an officer of the Company, whichever first occurs.


Signed:		/s/ Gregory S. Janey
		Gregory S. Janey

Dated:	11/01/2023