TOI directors disclose 2.5M-share and 590,892-share in-kind moves

Rhea-AI Filing Summary

Oncology Institute, Inc. (TOI)

On November 18, 2025, TOI M, LLC made an in-kind distribution of 590,892 shares of TOI common stock to its members, including 11,818 shares to M33 Growth I L.P. ("M33 LP"). Also on that date, M33 LP made an in-kind distribution of 2,500,000 shares of TOI common stock to its limited partners. After these transactions, one line in the table shows 7,944,207 shares and another shows 5,444,207 shares beneficially owned, both marked as directly held.

The transactions are coded as "J" (other) and reflect reallocations of shares among affiliated funds rather than open-market purchases or sales.

11/20/2025 - 04:02 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

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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^*

M33 Growth I L.P.

(Last) (First) (Middle)

888 BOYLSTON STREET, SUITE 500

(Street)

BOSTON MA 02199

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2025

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

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

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

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
Common Stock	11/18/2025		J(1)		590,892	D	(1)	0	I	See Footnote(2)
Common Stock	11/18/2025		J(1)		11,818	A	(1)	7,944,207	D(3)
Common Stock	11/18/2025		J(1)		2,500,000	D	(1)	5,444,207	D(3)

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

1. Name and Address of Reporting Person^*

M33 Growth I L.P.

(Last) (First) (Middle)

888 BOYLSTON STREET, SUITE 500

(Street)

BOSTON MA 02199

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

M33 Growth I GP LLC

(Last) (First) (Middle)

888 BOYLSTON STREET,

SUITE 500

(Street)

BOSTON MA 02199

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TOI M, LLC

(Last) (First) (Middle)

888 BOYLSTON STREET,

SUITE 500

(Street)

BOSTON MA 02199

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On November 18, 2025, TOI M, LLC made a distribution in-kind of 590,892 shares of the Issuer's common stock to its members, including 11,818 shares distributed to M33 Growth I L.P. ("M33 LP"). Also on November 18, 2025, M33 LP made a distribution-in-kind of 2,500,000 shares of the Issuer's common stock to its limited partners.

2. These securities were held by TOI M, LLC.

3. M33 Growth I GP LLC is the general partner of M33 LP and may be deemed to beneficially own the shares held by M33 LP but disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.

	/s/ Gabriel Ling, Managing Member of M33 Growth I GP LLC, the general partner of M33 Growth I LP	11/20/2025
	/s/ Gabriel Ling, Managing Member of M33 Growth I GP LLC	11/20/2025
	/s/ Gabriel Ling, Managing Member of TOI M, LLC	11/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Oncology Institute (TOI) report on this Form 4?

The filing reports in-kind distributions of 590,892 shares of Oncology Institute common stock by TOI M, LLC to its members and 2,500,000 shares by M33 Growth I L.P. to its limited partners on November 18, 2025.

Who are the reporting persons in this Oncology Institute (TOI) Form 4?

The reporting persons include TOI M, LLC, M33 Growth I L.P., and M33 Growth I GP LLC, with Gabriel Ling signing as managing member of M33 Growth I GP LLC and of TOI M, LLC.

How many Oncology Institute (TOI) shares did TOI M, LLC distribute?

On November 18, 2025, TOI M, LLC made an in-kind distribution of 590,892 shares of Oncology Institute common stock to its members, including 11,818 shares distributed to M33 Growth I L.P.

What distribution did M33 Growth I L.P. make in Oncology Institute (TOI) shares?

On November 18, 2025, M33 Growth I L.P. made an in-kind distribution of 2,500,000 shares of Oncology Institute common stock to its limited partners.

What is the relationship of the reporting entities to Oncology Institute (TOI)?

The reporting entities are identified as having the role of Director in relation to Oncology Institute, Inc., as indicated in the section on the relationship of reporting persons to the issuer.

How does M33 Growth I GP LLC describe its beneficial ownership of TOI shares?

M33 Growth I GP LLC, as general partner of M33 Growth I L.P., states that it may be deemed to beneficially own shares held by M33 LP but disclaims beneficial ownership except to the extent of its pecuniary interest.

What transaction code is used for the Oncology Institute (TOI) insider transactions?

The transactions in common stock are reported with transaction code "J", which in this context is described in the explanation of responses as in-kind distributions of shares.