Why were 98,534 TOI shares transacted at $3.07 per share?

A total of 98,534 Oncology Institute shares were transacted at $3.07 per share as part of an issuer-executed sale to cover tax liabilities arising from the vesting of an RSU award on March 31, 2026, as described in the filing’s footnote.

Are Daniel Virnich’s recent TOI share movements open-market buys or sales?

The filing shows a grant of 670,608 RSU-based shares at $0.00 and an issuer-executed sale of 98,534 shares to cover RSU tax liabilities. These are compensation and tax-related transactions, not open-market purchases or discretionary sales by the CEO.

Oncology Institute (TOI) CEO awarded 670K RSUs as issuer sells shares for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Virnich Daniel reported acquisition or exercise transactions in this Form 4 filing.

Oncology Institute, Inc. CEO Daniel Virnich reported equity compensation activity. He received a grant of 670,608 shares of common stock as RSU awards at $0.00 per share, which vest over four years subject to continued service. Separately, the issuer executed a sale of 98,534 shares at $3.07 per share to cover tax liabilities arising from RSU vesting on March 31, 2026. After these transactions, Virnich directly holds 2,360,224 common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Virnich Daniel

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	670,608	$0.00	--
Other	Common Stock	98,534	$3.07	$302K

Holdings After Transaction: Common Stock — 2,458,758 shares (Direct)

Footnotes (1)

Represents RSU awards with 1/4 of the RSUs vesting on the first anniversary of the Vesting Commencement Date, with the remaining RSUs vesting in three equal annual installments beginning on the first anniversary of the Vesting Commencement Date, with all RSUs becoming vested on the fourth anniversary of the Vesting Commencement Date, subject to continued service with the Company through such vesting dates. The Issuer executed the sale to cover the tax liabilities arising from the vesting of an RSU award on March 31, 2026.

Key Figures

RSU grant size: 670,608 shares Grant price: $0.00 per share Tax-cover sale size: 98,534 shares +3 more

6 metrics

RSU grant size 670,608 shares Common Stock RSU awards granted to CEO on March 27, 2026

Grant price $0.00 per share Price per share for RSU-related common stock grant

Tax-cover sale size 98,534 shares Shares transacted at $3.07 to cover RSU tax liabilities

Tax-cover sale price $3.07 per share Price for issuer-executed sale related to RSU vesting

Shares after transactions 2,360,224 shares CEO’s direct Oncology Institute common stock holdings post-transaction

Restructuring shares 98,534 shares Shares flagged as restructuring-related under transaction code J

Key Terms

RSU awards, vesting, sale to cover, tax liabilities, +1 more

5 terms

RSU awards financial

"Represents RSU awards with 1/4 of the RSUs vesting on the first anniversary"

RSU awards are promises by a company to give employees actual shares of stock (or cash equal to their value) after certain conditions are met, typically continued employment over a set period or hitting performance goals. Think of them like stock paid in installments that become yours over time; they matter to investors because they affect future share count, executive incentives and company expenses, which can dilute existing shareholders and influence management decisions.

vesting financial

"RSUs vesting in three equal annual installments beginning on the first anniversary"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

sale to cover financial

"The Issuer executed the sale to cover the tax liabilities arising from the vesting"

tax liabilities financial

"sale to cover the tax liabilities arising from the vesting of an RSU award"

transaction code J financial

"transaction_code": "J" ... "transaction_code_description": "Other acquisition or disposition""

Form 4 Insider Transactions: What Each Field Means →

04/01/2026 - 08:46 PM

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
Estimated average burden
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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Virnich Daniel

(Last)

(First)

(Middle)

C/O THE ONCOLOGY INSTITUTE INC.

18000 STUDEBAKER RD, SUITE 800

(Street)

CERRITOS

CALIFORNIA

90703

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Oncology Institute, Inc. [ TOI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/27/2026		A		670,608⁽¹⁾	D	$0	2,458,758	D
Common Stock	03/27/2026		J		98,534⁽²⁾	D	$3.07	2,360,224	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents RSU awards with 1/4 of the RSUs vesting on the first anniversary of the Vesting Commencement Date, with the remaining RSUs vesting in three equal annual installments beginning on the first anniversary of the Vesting Commencement Date, with all RSUs becoming vested on the fourth anniversary of the Vesting Commencement Date, subject to continued service with the Company through such vesting dates.

2. The Issuer executed the sale to cover the tax liabilities arising from the vesting of an RSU award on March 31, 2026.

	/s/ Mark Hueppelsheuser, Attorney-in-Fact for Daniel Virnich	04/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did TOI CEO Daniel Virnich report in this Form 4 filing?

Daniel Virnich reported a grant of 670,608 Oncology Institute common shares as RSU awards and a related 98,534-share transaction executed by the issuer to cover tax liabilities from RSU vesting, leaving him with 2,360,224 shares directly held.

How many Oncology Institute (TOI) shares were granted to the CEO?

The CEO received 670,608 shares of Oncology Institute common stock as RSU awards at $0.00 per share. These restricted stock units vest over four years, with one quarter vesting after the first anniversary and the remainder in three equal annual installments.

What is the vesting schedule for Daniel Virnich’s 670,608 TOI RSUs?

The 670,608 RSUs vest over four years. One quarter vests on the first anniversary of the Vesting Commencement Date, and the remaining RSUs vest in three equal annual installments, with all RSUs fully vested on the fourth anniversary, subject to continued service.

How many Oncology Institute (TOI) shares does the CEO hold after these transactions?

Following the reported RSU grant and related tax-coverage transaction, Daniel Virnich directly holds 2,360,224 shares of Oncology Institute common stock, according to the post-transaction ownership figures disclosed in the Form 4 filing’s transaction table.