M33 Entities Report 6.7M Oncology Institute Share Sales at $3.09

Rhea-AI Filing Summary

M33 Growth I L.P., M33 Growth I GP LLC and TOI M, LLC reported insider sales of common stock of Oncology Institute, Inc. (symbol shown as TOI/TOIIW) on 09/04/2025. The filing shows two sale transactions at $3.09 per share: 6,018,168 shares sold (reported with Code S) and 681,832 shares sold. After these transactions, the reporting persons are shown as beneficially owning 7,932,389 shares directly and 590,892 shares indirectly (the indirect shares are held by TOI M, LLC). The reporting entities are identified as a director and a 10% owner. The Form 4 is signed by Gabriel Ling in his capacity as managing member for the reporting entities.

Positive

• Timely and signed disclosure of insider transactions by the reporting persons, satisfying Section 16 reporting requirements
• Explanatory footnotes clarify the relationships among M33 Growth I L.P., its GP, and TOI M, LLC, aiding transparency

Negative

• Large insider dispositions totaling 6,700,000 shares sold on 09/04/2025 at $3.09 per share
• Reported director and 10% owner reduced holdings; post-transaction beneficial ownership is 7,932,389 direct and 590,892 indirect
• No indication in this filing that the sales were made pursuant to a 10b5-1 plan or similarly pre-arranged plan

Insights

Financial Analyst

TL;DR: Significant insider selling disclosed: large block sales at $3.09 reduce reported direct and indirect holdings.

The filing documents substantial dispositions totaling 6,700,000 shares (6,018,168 plus 681,832) executed on the same date at $3.09 per share. Such concentrated sales by a reporting director and 10% owner materially reduce the insider groups position as reported on the Form 4 and are likely to be viewed by investors as notable liquidity actions. The filing contains clear post-transaction beneficial ownership figures: 7,932,389 shares direct and 590,892 shares indirect, with the indirect holding attributed to TOI M, LLC. Analysis should focus on the absolute magnitude of shares sold versus pre-transaction holdings, but that prior holding level is not provided in this filing.

Corporate Governance Expert

TL;DR: Compliance disclosure is timely and signed, but the scale of director-level dispositions raises governance questions.

The Form 4 is executed and signed by Gabriel Ling on behalf of the reporting entities, fulfilling Section 16 reporting formalities. The report also includes explanatory footnotes clarifying the general partner relationship and the entity holding indirect shares. From a governance perspective, simultaneous sales by multiple related reporting entities that include a director and a 10% owner represent a material insider event; stakeholders may seek further context such as whether sales were pre-arranged or related to entity-level rebalancing. The filing itself does not state any 10b5-1 plan or other planned-sale designation.

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
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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^*

M33 Growth I L.P.

(Last) (First) (Middle)

888 BOYLSTON STREET, SUITE 500

(Street)

BOSTON MA 02199

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

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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

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

	Form filed by One Reporting Person
X	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	09/04/2025		S		6,018,168	D	$3.09	7,932,389	D(1)
Common Stock	09/04/2025		S		681,832	D	$3.09	590,892	I	See Footnote(2)

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

1. Name and Address of Reporting Person^*

M33 Growth I L.P.

(Last) (First) (Middle)

888 BOYLSTON STREET, SUITE 500

(Street)

BOSTON MA 02199

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

M33 Growth I GP LLC

(Last) (First) (Middle)

888 BOYLSTON STREET, SUITE 500

(Street)

BOSTON MA 02199

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TOI M, LLC

(Last) (First) (Middle)

888 BOYLSTON STREET, SUITE 500

(Street)

BOSTON MA 02199

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. M33 Growth I GP LLC ("M33 LLC") is the general partner of M33 Growth I L.P. ("M33 LP") and may be deemed to beneficially own the shares held by M33 LP but disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein.

2. These securities are held by TOI M, LLC.

	/s/ Gabriel Ling, Managing Member of M33 Growth I GP LLC, the general partner of M33 Growth I LP	09/04/2025
	/s/ Gabriel Ling, Managing Member of M33 Growth I GP LLC	09/04/2025
	/s/ Gabriel Ling, Managing Member of TOI M, LLC	09/04/2025
	** 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.

FAQ

What insider transactions were reported for TOIIW on 09/04/2025?

The Form 4 reports two sale transactions on 09/04/2025: 6,018,168 shares and 681,832 shares sold at $3.09 per share.

Who filed the Form 4 disclosing the sales?

The reporting entities are M33 Growth I L.P., M33 Growth I GP LLC (general partner) and TOI M, LLC; the form is signed by Gabriel Ling.

How many shares did the reporting persons own after the transactions?

Following the reported sales, the filing shows 7,932,389 shares beneficially owned directly and 590,892 shares beneficially owned indirectly.

Were the sales executed at the same price?

Yes, both reported sales list a transaction price of $3.09 per share.

Does the filing state the sales were part of a pre-arranged plan (Rule 10b5-1)?

The Form 4 does not include an indication that the transactions were made pursuant to a 10b5-1 plan.