TOI CFO granted 202,914 RSUs and covers tax via sale

Carter Robert Ross reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Carter Robert Ross reported acquisition or exercise transactions in this Form 4 filing.

Oncology Institute, Inc. reported that Chief Financial Officer Robert Ross received a grant of 202,914 shares of common stock in the form of restricted stock unit (RSU) awards. The RSUs vest over four years, with one quarter vesting on the first anniversary of the vesting start date and the remainder in three equal annual installments, subject to continued service. The company also executed a sale of 20,320 shares at $3.07 per share to cover tax liabilities arising from an RSU vesting on March 31, 2026. Following these transactions, Ross directly holds 416,405 common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Carter Robert Ross

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	202,914	$0.00	$0.00
Other	Common Stock	20,320	$3.07	$62K

Holdings After Transaction: Common Stock — 416,405 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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: 202,914 shares Tax-cover sale size: 20,320 shares Tax-cover sale price: $3.07 per share +2 more

5 metrics

RSU grant size 202,914 shares RSU-based common stock granted to CFO on March 27, 2026

Tax-cover sale size 20,320 shares Shares sold to cover RSU tax liabilities from March 31, 2026 vesting

Tax-cover sale price $3.07 per share Price for 20,320 shares sold to cover RSU tax liabilities

Shares held after transactions 416,405 shares CFO’s direct common stock holdings following reported transactions

Prior holdings after RSU grant 436,725 shares Direct holdings immediately after RSU grant before tax-cover sale

Key Terms

RSU awards, vesting, sale to cover the tax liabilities, restricted stock unit, +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 the tax liabilities financial

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

restricted stock unit financial

"tax liabilities arising from the vesting of an RSU award on March 31, 2026"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

restructuringShares financial

"restructuringShares": 20320,"

FAQ

What insider transactions did TOI’s CFO report in this Form 4?

The CFO of Oncology Institute, Inc. (TOI) reported receiving a grant of 202,914 RSU-based common shares and a separate company-executed sale of 20,320 shares to cover tax liabilities from an RSU vesting. These transactions are compensation- and tax-related, not open-market trades.

How many TOI shares does the CFO hold after these transactions?

After the reported transactions, the CFO directly holds 416,405 shares of Oncology Institute common stock. This reflects the large RSU grant and the related sale of 20,320 shares used to cover tax liabilities triggered by an RSU vesting on March 31, 2026.

What is the vesting schedule for the 202,914 TOI RSUs granted to the CFO?

The 202,914 RSU awards vest over four years. One quarter vests on the first anniversary of the vesting commencement date, with the remaining RSUs vesting in three equal annual installments, subject to the CFO’s continued service with the company through each vesting date.

Was the 20,320-share TOI transaction an open-market sale by the CFO?

No. A footnote explains the issuer executed the sale of 20,320 shares to cover tax liabilities from an RSU vesting on March 31, 2026. This is a tax-withholding related sale, not a discretionary open-market sale initiated by the CFO.

At what price were the 20,320 TOI shares sold to cover taxes?

The 20,320 shares related to tax withholding were sold at $3.07 per share. This transaction was executed by the issuer to satisfy tax obligations associated with an RSU award vesting, rather than as a typical open-market sale directed by the executive.

Did the TOI CFO pay anything for the 202,914 RSU shares granted?

The Form 4 shows a price per share of $0.00 for the 202,914 common shares received as an RSU grant. This indicates they were awarded as equity compensation rather than purchased in the market, with value realized over time as the RSUs vest.

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Accepted by SEC EDGAR 04/01/2026 - 08:47 PM Learn about SEC filing dates

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^*

Carter Robert Ross

(Last) (First) (Middle)

C/O THE ONCOLOGY INSTITUTE INC.

18000 STUDEBAKER RD #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 Financial 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/27/2026		A		202,914(1)	D	$0	436,725	D
Common Stock	03/27/2026		J		20,320(2)	D	$3.07	416,405	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. 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 Robert Carter	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.
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* Form 4: SEC 1474 (03-26)