Oncology Institute (TOI) CFO shares sold to cover RSU tax liabilities

Rhea-AI Filing Summary

Oncology Institute, Inc.’s Chief Financial Officer Robert Ross reported a small administrative share transaction. The issuer sold 1,604 shares of common stock at $4.47 per share to cover tax liabilities from the vesting of an RSU award granted on May 21, 2024. After this tax-related sale, Ross directly holds 414,801 shares of common stock, indicating his overall ownership position remains largely unchanged.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Carter Robert Ross

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Other	Common Stock	1,604	$4.47	$7K

Holdings After Transaction: Common Stock — 414,801 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold to cover taxes: 1,604 shares Sale price per share: $4.47 per share Shares held after transaction: 414,801 shares

3 metrics

Shares sold to cover taxes 1,604 shares Sale to cover RSU-related tax liabilities

Sale price per share $4.47 per share Price for 1,604 common shares sold

Shares held after transaction 414,801 shares Direct common stock holdings post-transaction

Key Terms

RSU award, vesting, sale to cover, Chief Financial Officer

4 terms

RSU award financial

"tax liabilities arising from the vesting of an RSU award made on May 21, 2024"

vesting financial

"tax liabilities arising from the vesting of an RSU award made on May 21, 2024"

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 financial

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

Chief Financial Officer financial

"Carter Robert Ross, Chief Financial Officer"

A Chief Financial Officer (CFO) is the person in charge of a company's money and financial planning. They decide how to spend, save, and invest funds to help the company grow and stay stable. Their role is important because good financial decisions keep the company healthy and successful.

Form 4 Insider Transactions: What Each Field Means →

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)
05/21/2026

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	05/21/2026		J(1)		1,604	D	$4.47	414,801	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 made on May 21, 2024.

	/s/ Mark Hueppelsheuser, Attorney-in-fact for Robert Carter	05/22/2026
	** 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)

FAQ

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

TOI’s Chief Financial Officer Robert Ross reported an issuer-executed sale of 1,604 common shares at $4.47 per share. The sale covered tax liabilities from the vesting of a prior RSU award, making it a routine, tax-related transaction rather than a discretionary open-market trade.

Why were 1,604 Oncology Institute (TOI) shares sold for the CFO?

The 1,604 Oncology Institute shares were sold by the issuer to cover tax liabilities linked to the vesting of an RSU award granted on May 21, 2024. This type of sale-to-cover arrangement is a standard mechanism to satisfy withholding obligations on equity compensation.

At what price were the TOI shares sold in the CFO’s tax transaction?

The shares in the CFO’s tax-related transaction were sold at $4.47 per share. This sale covered taxes arising from RSU vesting rather than representing a discretionary market sale, so it primarily reflects compensation and tax treatment, not a change in investment view.

How many TOI shares does the CFO hold after this Form 4 transaction?

Following the sale-to-cover transaction, CFO Robert Ross holds 414,801 shares of Oncology Institute common stock directly. This post-transaction position shows that the 1,604 shares involved were a small fraction of his holdings and mainly addressed tax obligations from RSU vesting.

Does the TOI CFO’s reported sale indicate a major change in ownership?

The reported sale does not indicate a major change in ownership. Only 1,604 shares were sold to cover RSU-related tax liabilities, while the CFO continues to hold 414,801 shares. The filing reflects routine compensation-related tax management rather than a large reduction in his stake.