Oncology Institute (NASDAQ: TOI) CMO logs 1,805-share RSU tax-cover trade

Rhea-AI Filing Summary

Oncology Institute, Inc. Chief Medical Officer Yale Podnos reported an administrative share transaction involving 1,805 shares of common stock at $4.47 per share. According to a footnote, the issuer executed this sale to cover tax liabilities from the vesting of a restricted stock unit award granted on May 21, 2024. Following this transaction, Podnos directly holds 282,978 shares of common stock, indicating that the event represents a small, routine adjustment related to equity compensation rather than a discretionary market trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Podnos Yale

Role Chief Medical Officer

Type	Security	Shares	Price	Value
Other	Common Stock	1,805	$4.47	$8K

Holdings After Transaction: Common Stock — 282,978 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares in transaction: 1,805 shares Transaction price: $4.47 per share Shares after transaction: 282,978 shares +1 more

4 metrics

Shares in transaction 1,805 shares Common Stock, coded as other transaction (J)

Transaction price $4.47 per share Price for the 1,805 common shares

Shares after transaction 282,978 shares Direct common stock holdings following transaction

Restructuring shares 1,805 shares Reported as restructuringShares linked to RSU tax cover

Key Terms

restricted stock unit award, sale to cover, Chief Medical Officer, other transaction, +1 more

5 terms

restricted stock unit award financial

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

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

sale to cover financial

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

Chief Medical Officer financial

"Podnos Yale, Chief Medical Officer"

A chief medical officer is a senior executive responsible for overseeing the health and medical strategies within an organization, often in the healthcare or pharmaceutical sectors. They play a key role in guiding decisions related to medical research, product safety, and healthcare policies, which can impact a company's reputation and success. For investors, understanding the chief medical officer's role helps gauge how well a company manages medical risks and advances its healthcare goals.

other transaction financial

"transaction_action": "other transaction""

restructuringShares financial

""restructuringShares": 1805"

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^*

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)
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)		1,805	D	$4.47	282,978	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 Yale Podnos	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 Chief Medical Officer Yale Podnos report?

Yale Podnos reported an administrative transaction involving 1,805 shares of Oncology Institute common stock. The issuer sold these shares to cover tax liabilities from an RSU vesting event, making it a routine compensation-related adjustment rather than a discretionary open-market trade.

How many TOI shares were involved and at what price in the Podnos transaction?

The transaction involved 1,805 shares of Oncology Institute common stock at $4.47 per share. This share sale was executed by the issuer specifically to cover tax obligations arising from a previously granted restricted stock unit award that vested on May 21, 2024.

How many Oncology Institute (TOI) shares does Yale Podnos hold after this filing?

After the reported transaction, Yale Podnos directly holds 282,978 shares of Oncology Institute common stock. This remaining position shows that the 1,805 shares involved represent a small portion of his holdings and reflect a routine compensation-related adjustment, not a major position change.

Was Yale Podnos’ TOI transaction a typical buy or sell of shares?

The transaction was not a typical open-market buy or sell. It is coded as an “other” transaction, with the issuer selling 1,805 shares to cover tax liabilities from an RSU vesting, a common administrative step tied to equity compensation programs.

What does the RSU-related footnote indicate about the TOI insider transaction?

The footnote explains that the issuer sold shares to cover tax liabilities created by the vesting of an RSU award granted on May 21, 2024. This clarifies the transaction as compensation-related and mechanistic, rather than a discretionary decision by Yale Podnos to trade shares on the market.