TOI CMO granted 66,446 RSU-linked shares

Podnos Yale reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Podnos Yale reported acquisition or exercise transactions in this Form 4 filing.

Oncology Institute, Inc. reported that its Chief Medical Officer, Yale Podnos, received a grant of 66,446 shares of common stock on March 27, 2026 at no cost as part of a restricted stock unit (RSU) award. According to the terms, one quarter of the RSUs vest on the first anniversary of the vesting commencement date, with the remaining portions vesting in three equal annual installments so that all units vest by the fourth anniversary, subject to continued service. The issuer also executed a sale of 16,173 shares at $3.07 per share to cover tax liabilities arising from the vesting of an RSU award on March 31, 2026, a mechanistic tax-related transaction rather than an open-market trade.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Podnos Yale

Role Chief Medical Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	66,446	$0.00	$0.00
Other	Common Stock	16,173	$3.07	$50K

Holdings After Transaction: Common Stock — 284,783 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 share grant: 66,446 shares Grant price: $0.00 per share Tax-cover sale shares: 16,173 shares +3 more

6 metrics

RSU share grant 66,446 shares Common stock granted at $0.00 per share on March 27, 2026

Grant price $0.00 per share Equity compensation grant to CMO Yale Podnos

Tax-cover sale shares 16,173 shares Shares sold by issuer to cover RSU vesting tax liabilities

Tax-cover sale price $3.07 per share Price for issuer-executed sale to cover RSU-related taxes

RSU vesting start 25% after 1 year One quarter of RSUs vest on first anniversary of vesting commencement date

Remaining RSU vesting 3 equal annual installments Balance of RSUs vest over next three anniversaries, subject to continued service

Key Terms

RSU, vesting Commencement Date, sale to cover, tax liabilities

4 terms

RSU financial

"Represents RSU awards with 1/4 of the RSUs vesting on the first anniversary"

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

vesting Commencement Date financial

"on the first anniversary of the Vesting Commencement Date, with the remaining RSUs"

The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.

sale to cover financial

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

tax liabilities financial

"sale to cover the tax liabilities arising from the vesting of an RSU award"

FAQ

What did TOI’s Chief Medical Officer report in this Form 4?

Yale Podnos, Chief Medical Officer of Oncology Institute (TOI), reported a grant of 66,446 common shares tied to restricted stock units and a related tax-driven share sale executed by the issuer, rather than a discretionary open-market stock trade.

How large was the RSU-related share grant reported by TOI’s CMO?

The filing shows Yale Podnos received a 66,446-share grant of TOI common stock at $0.00 per share, reflecting equity compensation. These shares come from restricted stock units that convert into common stock as they vest over a multi-year schedule.

What are the vesting terms for Yale Podnos’s TOI RSU award?

The RSU award vests over four years: one quarter of the units vest on the first anniversary of the vesting commencement date, and the remaining units vest in three equal annual installments, conditioned on continuous service with Oncology Institute.

Why were 16,173 TOI shares sold in connection with this Form 4?

The issuer executed a sale of 16,173 shares at $3.07 per share to cover tax liabilities triggered by the vesting of an RSU award on March 31, 2026. This is a tax-withholding step, not a discretionary open-market sale by the executive.

Does the TOI Form 4 show an open-market stock purchase or sale by the CMO?

The Form 4 shows an equity grant and an issuer-executed tax-related sale, not an open-market buy or sell by Yale Podnos. The transactions reflect routine compensation and tax withholding mechanics, rather than a change in personal investment stance.

How is the RSU award structured for continued service at Oncology Institute (TOI)?

The RSU structure encourages retention: a quarter vests after one year, with the remaining three quarters vesting in equal annual installments over the next three years, all conditioned on Yale Podnos’s continued service with Oncology Institute.

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Accepted by SEC EDGAR 04/01/2026 - 08:51 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^*

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)
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		66,446(1)	A	$0	300,956	D
Common Stock	03/27/2026		J		16,173(2)	D	$3.07	284,783	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 Yale Podnos	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.
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)