Were Yale Podnos’s TOI share sales under a Rule 10b5-1 plan?

Yes. The filing states the sale transactions were made under a Rule 10(b) 5-1 trading plan adopted by Yale Podnos on August 26, 2025, indicating the trades were pre-arranged rather than discretionary market timing.

Oncology Institute CMO trades 23,452 shares

Q: What did TOI Chief Medical Officer Yale Podnos report in this Form 4?

Yale Podnos reported exercising stock options for 23,452 Oncology Institute (TOI) shares and selling the same number of shares in open-market transactions on July 14, 2026, as part of a pre-arranged trading plan.

Q: How many Oncology Institute (TOI) shares did Yale Podnos sell and at what prices?

Yale Podnos sold a total of 23,452 common shares, including 5,478 shares at $6.35 and 17,974 shares at $6.429 per share, in open-market sales executed on July 14, 2026.

Q: What stock options did Yale Podnos exercise in the TOI Form 4 filing?

He exercised options covering 5,478 shares at a $2.00 strike price and 17,974 shares at a $1.87 strike price. These options were originally granted on November 17, 2022 and May 21, 2024 and vested under their original terms.

Q: Did Yale Podnos retain any of the TOI shares acquired from option exercises?

No. A footnote explains that the sales reflect shares acquired upon exercise of the reported options and were sold the same day under the 10(b) 5-1 plan, meaning all exercised shares were sold in these transactions.

Oncology Institute, Inc. Chief Medical Officer Yale Podnos reported an option exercise-and-sale sequence on July 14, 2026.

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Form Type

Rhea-AI Filing Summary

Oncology Institute, Inc. Chief Medical Officer Yale Podnos reported an option exercise-and-sale sequence on July 14, 2026. He exercised stock options for a total of 23,452 common shares at strike prices of $2.00 and $1.87, then sold all corresponding shares in open-market trades at prices of $6.35 and $6.429. The transactions were executed under a pre-arranged Rule 10(b) 5-1 trading plan. Following these trades, he directly holds 259,527 shares of common stock.

Insider Trade Summary 10b5-1

Exercise and Sale: 23,452 shares ($106K approx. pre-tax spread)

Exercise and Sale 6 txns

Insider Podnos Yale

Role Chief Medical Officer

Sold 23,452 shs ($150K)

Approx. gross sale proceeds $150K

Approx. exercise cost $45K

Approx. pre-tax spread $106K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy) ^F2	17,974	$1.87	$34K
Exercise	Stock Option (Right to Buy) ^F2	5,478	$2.00	$11K
Exercise	Common Stock	17,974	$1.87	$34K
Sale	Common Stock ^{F1, F3}	17,974	$6.429	$116K
Exercise	Common Stock	5,478	$2.00	$11K
Sale	Common Stock ^{F1, F3}	5,478	$6.35	$35K

Holdings After Transaction: Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock — 259,527 shares (Direct)

Footnotes (3)

F1. The sale transactions were effected pursuant to a Rule 10(b) 5-1 trading plan adopted by the Reporting Person on 08/26/2025.
F2. The stock options described above were originally granted on 11/17/2022 and 05/21/2024, respectively, and vested in accordance with their respective terms.
F3. The sales reported in Table I reflect shares acquired upon exercise of the options identified in Table II, sold on the same day pursuant to the 10(b) 5-1 plan referenced in Footnote 1.

Key Figures

Shares sold: 23,452 shares Sale prices: $6.35 and $6.429 per share Option exercise strike prices: $2.00 and $1.87 per share +3 more

6 metrics

Shares sold 23,452 shares Total common shares sold in open-market transactions on July 14, 2026

Sale prices $6.35 and $6.429 per share Prices received for 5,478 and 17,974 common shares sold

Option exercise strike prices $2.00 and $1.87 per share Strike prices for options exercised into 5,478 and 17,974 common shares

Post-transaction holdings 259,527 shares Direct common stock ownership by Yale Podnos after July 14, 2026 trades

Options exercised 23,452 shares Total common shares underlying stock options exercised on July 14, 2026

Rule 10(b) 5-1 plan adoption date 08/26/2025 Date Yale Podnos adopted the trading plan governing the sale transactions

Key Terms

Rule 10(b) 5-1 trading plan, Stock Option (Right to Buy, derivative security, open-market sale, +1 more

5 terms

Rule 10(b) 5-1 trading plan regulatory

"The sale transactions were effected pursuant to a Rule 10(b) 5-1 trading plan"

Stock Option (Right to Buy financial

"security_title": "Stock Option (Right to Buy)""

derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

exercise or conversion financial

"transaction_action": "derivative exercise/conversion""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did TOI Chief Medical Officer Yale Podnos report in this Form 4?

Yale Podnos reported exercising stock options for 23,452 Oncology Institute (TOI) shares and selling the same number of shares in open-market transactions on July 14, 2026, as part of a pre-arranged trading plan.

How many Oncology Institute (TOI) shares did Yale Podnos sell and at what prices?

Yale Podnos sold a total of 23,452 common shares, including 5,478 shares at $6.35 and 17,974 shares at $6.429 per share, in open-market sales executed on July 14, 2026.

What stock options did Yale Podnos exercise in the TOI Form 4 filing?

He exercised options covering 5,478 shares at a $2.00 strike price and 17,974 shares at a $1.87 strike price. These options were originally granted on November 17, 2022 and May 21, 2024 and vested under their original terms.

How many Oncology Institute (TOI) shares does Yale Podnos own after these transactions?

After the reported option exercises and related sales, Yale Podnos directly holds 259,527 shares of Oncology Institute common stock. This figure reflects his direct ownership following the July 14, 2026 transactions described in the Form 4.

Did Yale Podnos retain any of the TOI shares acquired from option exercises?

No. A footnote explains that the sales reflect shares acquired upon exercise of the reported options and were sold the same day under the 10(b) 5-1 plan, meaning all exercised shares were sold in these transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/16/2026 - 08:05 PM EDT

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^*

Podnos Yale

(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 Medical Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2026

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	07/14/2026		M		17,974	A	$1.87	277,501	D
Common Stock	07/14/2026		S⁽¹⁾⁽³⁾		17,974	D	$6.429	259,527	D
Common Stock	07/14/2026		M		5,478	A	$2	265,005	D
Common Stock	07/14/2026		S⁽¹⁾⁽³⁾		5,478	D	$6.35	259,527	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)
Stock Option (Right to Buy)	$1.87	07/14/2026		M		17,974		⁽²⁾	11/17/2032	Common Stock	17,974	$1.87	0	D
Stock Option (Right to Buy)	$2	07/14/2026		M		5,478		⁽²⁾	05/21/2034	Common Stock	5,478	$2	0	D

Explanation of Responses:

1. The sale transactions were effected pursuant to a Rule 10(b) 5-1 trading plan adopted by the Reporting Person on 08/26/2025.

2. The stock options described above were originally granted on 11/17/2022 and 05/21/2024, respectively, and vested in accordance with their respective terms.

3. The sales reported in Table I reflect shares acquired upon exercise of the options identified in Table II, sold on the same day pursuant to the 10(b) 5-1 plan referenced in Footnote 1.

	/s/ Mark Hueppelsheuser, Attorney-in-Fact for Yale Podnos	07/16/2026
	** 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