Oncology Institute, Inc. (TOI) director reports tax-related stock sale

Rhea-AI Filing Summary

Oncology Institute, Inc. director Brad Hively reported selling 13,333 shares of common stock on December 15, 2025. The shares were sold at a volume‑weighted average price of $3.771921 per share, with actual sale prices ranging from $3.770 to $3.785. He used the proceeds to pay tax liabilities that arose from the vesting of a restricted stock unit (RSU) award on November 20, 2025, indicating the transaction was primarily tax-related.

After this sale, Hively beneficially owns 683,721 shares of Oncology Institute common stock, held directly.

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).

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^*

Hively Brad

(Last) (First) (Middle)

C/O THE ONCOLOGY INSTITUTE INC.

18000 STUDEBAKER RD, SUITE 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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

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	12/15/2025		S(1)		13,333	D	$3.7719(2)	683,721	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 reporting person used the proceeds of this sale to cover tax liabilities arising from the vesting of an RSU award on November 20, 2025.

2. Price of $3.771921 was the volume weighted average selling price of all sales by the reporting person on December 15, 2025 within a one-dollar range. Actual prices ranged from $3.770 to $3.785. The reporting person hereby undertakes to provide upon request of the Commission staff full information regarding the number of shares sold at each separate price.

	/s/ Mark Hueppelsheuser, Attorney-in-Fact for Brad Hively	12/16/2025
	** 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.

FAQ

What insider transaction did Oncology Institute, Inc. (TOI) report?

The report shows that director Brad Hively sold 13,333 shares of Oncology Institute, Inc. common stock on December 15, 2025.

Why did Brad Hively sell Oncology Institute (TOI) shares?

The disclosure states that Hively used the sale proceeds to cover tax liabilities arising from the vesting of an RSU award on November 20, 2025.

At what price were the Oncology Institute shares sold?

The sale was executed at a volume-weighted average price of $3.771921 per share, with individual trade prices ranging from $3.770 to $3.785.

How many Oncology Institute shares does Brad Hively own after the sale?

Following the reported transaction, Brad Hively beneficially owns 683,721 shares of Oncology Institute common stock, held directly.

What is Brad Hively’s relationship to Oncology Institute, Inc. (TOI)?

The report identifies Brad Hively as a director of Oncology Institute, Inc. The filing focuses on his stock transaction and related tax-liability sale.

What RSU event is connected to this Oncology Institute share sale?

The explanation notes that the sale was made to cover taxes from the vesting of a restricted stock unit (RSU) award on November 20, 2025.