Oncology Institute (TOI) CFO share sale linked to RSU tax withholding

Rhea-AI Filing Summary

Oncology Institute, Inc. reported an updated insider transaction for its Chief Financial Officer, who serves as an officer of the company. On 01/02/2026, the CFO disposed of 244 shares of common stock at a price of $3.67 per share in a transaction coded "J." After this sale, the CFO beneficially owned 235,125 shares of common stock directly.

The company explains that the issuer executed this sale to cover tax liabilities arising from the vesting of a restricted stock unit (RSU) award on January 1, 2026. The filing is marked as an amendment to correct the transaction code, the number of shares sold, and the sale price from an earlier report filed on January 5, 2026.

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

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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^*

Carter Robert Ross

(Last) (First) (Middle)

C/O THE ONCOLOGY INSTITUTE INC.

18000 STUDEBAKER RD #800

(Street)

CERRITOS CA 90703

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/05/2026

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

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

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	01/02/2026		J(1)		244	D	$3.67	235,125	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Issuer executed the sale to cover the tax liabilities arising from the vesting of an RSU award on January 1, 2026.

Remarks:

This amended Form 4 is being filed to correct the Transaction Code, number of shares sold and sale price as reflected in the original filing made on January 5, 2026.

	/s/ Mark Hueppelsheuser, Attorney-in-fact for Robert Carter	01/06/2026
	** 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).
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FAQ

What insider transaction did Oncology Institute (TOI) disclose in this filing?

The filing reports that the Chief Financial Officer disposed of 244 shares of Oncology Institute, Inc. common stock on 01/02/2026 at a price of $3.67 per share.

Why did the Oncology Institute (TOI) CFO sell shares in this disclosure?

The issuer executed the sale to cover tax liabilities arising from the vesting of a restricted stock unit (RSU) award on January 1, 2026.

How many Oncology Institute (TOI) shares does the CFO own after this transaction?

Following the reported transaction, the Chief Financial Officer beneficially owned 235,125 shares of Oncology Institute, Inc. common stock directly.

What type of insider transaction code is used in this Oncology Institute (TOI) filing?

The transaction is reported with code "J" in Table I, which is accompanied by an explanation that the sale was executed by the issuer to cover RSU-related tax liabilities.

Is this Oncology Institute (TOI) insider filing an amendment to a prior report?

Yes. The report states it is an amended filing made to correct the transaction code, the number of shares sold, and the sale price from the original filing made on January 5, 2026.

What is the role of the reporting person in Oncology Institute (TOI)?

The reporting person is identified as an officer of Oncology Institute, Inc., serving as the company’s Chief Financial Officer.