TOI Director's $1.7M Warrant Exercise Signals Confidence in Cancer Care Company

Rhea-AI Filing Summary

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.

Positive

• Director Richard Barasch's LLC exercised warrants to acquire 368,096 shares at a net price of $1.198, demonstrating insider confidence in the company's value
• The warrant exercise was structured as a cashless transaction, preserving company cash while allowing the insider to increase their equity position

Negative

• The exercise price of $1.198 represents a significant discount to the current market price of $2.6154, potentially diluting existing shareholders
• The company had to provide a special waiver for the cashless exercise, deviating from standard warrant terms which could set a precedent for future transactions

Insights

Insider Trading Specialist

This Form 4 filing reveals a significant warrant exercise by Director Richard Barasch through his controlled entity RAB Ventures. The cashless exercise of 679,224 warrants resulting in 368,096 net new shares is particularly noteworthy. When insiders exercise warrants rather than letting them expire, it typically signals confidence in the company's future prospects.

The warrant exercise price of $1.198 compared to the calculated fair market value of $2.6154 (based on 5-day VWAP) demonstrates these warrants were significantly in-the-money by approximately 118%. This substantial spread likely motivated the exercise timing, as the warrants were approaching their 5-year anniversary from issuance (March 2025).

What's particularly interesting is the negotiated Waiver Agreement allowing for cashless exercise despite apparent registration statement restrictions. This suggests the director wanted to maintain his substantial equity position (now 2.92M shares) without additional cash investment or immediate market selling pressure. This transaction appears to be driven primarily by financial optimization rather than signaling a specific view on near-term company performance.

Derivatives Analyst

This filing showcases a textbook example of a cashless warrant exercise with several notable financial implications. The warrants had a strike price of $1.198 against a market value of $2.6154, representing a substantial embedded value of $1.4174 per share. The transaction structure as a cashless exercise was efficient from a capital deployment perspective.

The mechanics are worth examining: 311,128 shares (approximately 45.8% of the total warrants) were effectively surrendered to cover the exercise cost, yielding a net 368,096 new shares. This ratio aligns precisely with the mathematical formula: (FMV - Strike)/FMV = Surrender Ratio.

From a timing perspective, these warrants were exercised with nearly 5 years remaining until expiration (March 2030). This suggests the insider saw greater value in holding the underlying equity than in continuing to hold the derivatives, potentially indicating reduced expectations for significant near-term price volatility that would benefit warrant holders. The special waiver obtained for this transaction also suggests strategic timing rather than urgent liquidity needs. For investors, this conversion from derivatives to equity reduces the potential dilution overhang from outstanding warrants.

Corporate Governance Expert

This Form 4 reveals interesting governance dynamics at The Oncology Institute. Director Richard Barasch, through his controlled entity, has executed a warrant exercise requiring a special waiver from standard contractual provisions. This waiver merits attention, as it represents a negotiated exception to the warrant terms that typically wouldn't permit cashless exercises when effective registration statements exist.

From a governance perspective, the transaction appears properly disclosed and executed through appropriate channels, with attorney-in-fact representation for the filing. The disclaimer of beneficial ownership except for pecuniary interest is standard practice but highlights the complex ownership structures often employed by directors.

The transaction maintained Barasch's substantial equity position of 2.92M shares while simplifying the capital structure by eliminating warrants. For governance watchers, this represents neither aggressive acquisition nor divestiture of shares, but rather a structural reorganization of existing economic interest. The timing, approximately 9 months into the 5-year exercise window, suggests an opportunistic decision rather than a required transaction, possibly influenced by tax planning or portfolio rebalancing considerations rather than significant corporate developments.

Healthcare Investment Analyst

This insider transaction at The Oncology Institute provides valuable context for evaluating investment sentiment in the specialized oncology services sector. Director Barasch's decision to convert warrants to common stock through a cashless exercise solidifies his equity position without requiring additional capital deployment, suggesting a balanced view on TOI's prospects in the challenging healthcare services landscape.

The market valuation implied by the $2.6154 share price positions TOI at a modest level compared to many healthcare services companies, reflecting the challenges of the oncology care sector, including reimbursement pressures and operational complexities. By exercising warrants with nearly 5 years remaining before expiration, Barasch appears to be making a calculated decision that the current valuation offers reasonable value.

For sector investors, this transaction should be viewed in context with broader oncology market trends, including increasing demand for value-based care models and consolidation pressures. The director's maintenance of a substantial position following this transaction suggests confidence in TOI's competitive positioning, though the lack of additional open market purchases indicates a measured rather than bullish outlook. Investors should monitor whether other insiders follow similar patterns of warrant exercise as potential signals of internal perspectives on valuation.

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

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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^*

BARASCH RICHARD A

(Last) (First) (Middle)

C/O THE ONCOLOGY INSTITUTE INC.

18000 STUDEBAKER RD, SUITE 800

(Street)

CERRITOS CA 90703

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Oncology Institute, Inc. [ TOI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	06/17/2025		X(2)		679,224	A	$1.198	3,234,765	I	By LLC(4)
Common Stock	06/17/2025		F(1)		311,128(3)	D	$2.6154	2,923,637	I	By LLC(4)

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
Common Warrant	$1.198	06/17/2025		X(2)			679,224	03/26/2025	03/26/2030	Common Stock	679,224	$0	0	I	By LLC(4)

Explanation of Responses:

1. Represents the net exercise of a Common Stock Purchase Warrant ("Common Warrant") to purchase shares of common stock. The Common Warrant refers to such net exercise transaction as a "Cashless Exercise." In connection with the Cashless Exercise, the Issuer and RAB Ventures (DFP) LLC entered into a Waiver Agreement, pursuant to which the Issuer agreed to waive the Common Warrant provision restricting Cashless Exercises to circumstances where the resale of the underlying shares of common stock is not covered by an effective registration statement under the Securities Act of 1933, as amended.

2. The exercise of the Common Warrant by RAB Ventures (DFP) LLC is exempt pursuant to Rule 16b-6.

3. RAB Ventures (DFP) LLC received 368,096 shares of common stock on a net exercise of the Common Warrant to purchase 679,224 shares of common stock. The Issuer withheld 311,128 shares of common stock underlying the Common Warrant for payment of the exercise price, using the fair market value of the common stock on the date of exercise, June 17, 2025, of $2.6154. The fair market value of the common stock was determined based on the average of the volume weighted average price on each of the five (5) consecutive trading days ending immediately prior to the date of exercise, pursuant to the terms of the Common Warrant.

4. Securities are owned by RAB Ventures (DFP) LLC, an entity controlled by the reporting person. The reporting person disclaims beneficial ownership of these securities except to the extent of the reporting person's pecuniary interest therein.

	/s/ Mark Hueppelsheuser, Attorney-in-Fact for Richard Barasch	06/24/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction occurred with TOIIW warrants on June 17, 2025?

On June 17, 2025, Richard A. Barasch (through RAB Ventures (DFP) LLC) exercised Common Warrants for 679,224 shares at an exercise price of $1.198 through a cashless exercise, resulting in the receipt of 368,096 shares of common stock after 311,128 shares were withheld for the exercise price.

What was the fair market value of TOIIW stock used for the warrant exercise calculation?

The fair market value used for the warrant exercise was $2.6154 per share, calculated based on the average of the volume weighted average price over the five consecutive trading days ending immediately prior to the June 17, 2025 exercise date.

How many TOIIW shares does Richard Barasch beneficially own after the warrant exercise?

Following the reported transactions, Richard Barasch indirectly owns 2,923,637 shares of common stock through RAB Ventures (DFP) LLC, after the cashless exercise of warrants resulted in a net addition of 368,096 shares.

What was the expiration date of the TOIIW warrants that were exercised?

The Common Warrants that were exercised had an expiration date of March 26, 2030, though they were exercised early on June 17, 2025.

What special agreement was made regarding the TOIIW warrant exercise?

The Issuer and RAB Ventures (DFP) LLC entered into a Waiver Agreement where the Issuer agreed to waive the Common Warrant provision that typically restricts cashless exercises to circumstances where the resale of underlying shares is not covered by an effective registration statement.