The Oncology Institute Inc SEC Filings

Director Richard A. Barasch of The Oncology Institute reported significant warrant exercise transactions on June 17, 2025. Through RAB Ventures (DFP) LLC, Barasch executed a cashless exercise of Common Warrants for 679,224 shares at an exercise price of $1.198 per share.

Key transaction details:

• Net received 368,096 shares of common stock through the cashless exercise
• Issuer withheld 311,128 shares for payment based on fair market value of $2.6154 per share
• Fair value calculated using 5-day volume weighted average price
• Total beneficial ownership after transaction: 2,923,637 shares held indirectly through LLC

The transaction was executed under a special waiver agreement allowing cashless exercise despite registration status, and is exempt under Rule 16b-6. The warrants had an expiration date of March 26, 2030.

Form 4 overview: Director Richard A. Barasch of The Oncology Institute, Inc. (TOI) reported two transactions converting Series A Common Stock Equivalent Preferred Stock into common shares.

• 06/17/2025: 1,595 preferred shares converted into 159,500 common shares. Post-conversion direct common ownership: 1,935,141.
• 06/18/2025: 6,204 preferred shares converted into 620,400 common shares, held indirectly by Helen Barasch Family Trust #1. Post-conversion indirect common ownership: 2,555,541.

Each preferred share converts into 100 common shares and carries no cash consideration, so the economic stake remains unchanged; the filing simply reclassifies equity from preferred to common. No shares were sold, and the director’s aggregate reported common holdings now total approximately 4.49 million (direct + indirect) when combining both ownership lines.

Potential implications for investors:

• The conversion adds 779,900 new common shares to the public float, creating modest dilution for existing shareholders.
• Because the insider retained all shares, the action may signal continued long-term commitment rather than profit-taking.
• No 10b5-1 trading plan was indicated for these specific transactions, and no cash changed hands.

The filing is routine for a preferred-to-common conversion and does not disclose earnings, operational updates, or strategic shifts. Investors should monitor subsequent filings to see whether the newly issued common shares are held or eventually sold.