TOST insider notifies sale of 500K Class A shares via Goldman Sachs

Rhea-AI Filing Summary

Toast, Inc. (TOST) Form 144 shows a proposed sale of 500,000 Class A common shares through Goldman Sachs & Co. LLC with an aggregate market value of $21,250,000, with an approximate sale date of 08/18/2025 on the NYSE. The shares were originally acquired as founder shares on 12/22/2011 and the filing lists prior small sales by the same person: 13,829 shares on 07/02/2025 ($589,011.69) and 1,719 shares on 08/04/2025 ($83,158.34). The filing includes the standard representation that the seller is not aware of undisclosed material adverse information.

Positive

• Filing compliance: Seller filed a Rule 144 notice, providing public disclosure of the intended sale
• Prior small sales disclosed: Recent transactions (13,829 and 1,719 shares) are reported, showing transparency

Negative

• Significant insider sale: Proposed disposition of 500,000 shares valued at $21,250,000 is material in absolute terms
• Founder share dilution of insider holdings: Sale of founder shares originally acquired 12/22/2011 could reduce insider ownership concentration

Insights

Securities Analyst

TL;DR: Founder plans a sizable Rule 144 sale of 500,000 shares (~$21.25M), following modest recent disposals.

The filing documents a proposed sale under Rule 144 of 500,000 Class A shares via Goldman Sachs, with an indicated market value of $21,250,000 and an approximate sale date of 08/18/2025. The shares were acquired as founder shares on 12/22/2011. The seller reported two recent smaller sales totaling 15,548 shares generating $672,170.03 in gross proceeds. From a capital-markets perspective, this is a significant insider disposition in absolute dollar terms and should be considered a material liquidity event for the insider; the filing itself is procedural compliance and discloses no undisclosed adverse information.

Corporate Governance Expert

TL;DR: Rule 144 notice filed for founder-share sale; no governance irregularities stated.

The document is a standard Rule 144 notice indicating the seller acquired the shares as founder shares and intends to sell through an institutional broker. The filing contains the seller's representation about lack of material nonpublic information and includes prior sales within the three-month period. There is no information in the form indicating any breach of disclosure or governance; it merely informs stakeholders of an insider's planned sale.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	500000	21250000	510000000	08/18/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common	12/22/2011	Founder Shares	Issuer			500000	12/22/2011	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Aman Narang 333 Summer Street Boston MA 02210	Class A Common	07/02/2025	13829	589011.69
Aman Narang 333 Summer Street Boston MA 02210	Class A Common	08/04/2025	1719	83158.34

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Toast (TOST) Form 144 disclose?

The form discloses a proposed sale of 500,000 Class A shares via Goldman Sachs with an aggregate market value of $21,250,000 and an approximate sale date of 08/18/2025.

Who is selling the Toast shares listed in the Form 144?

The filing identifies the seller as the person for whose account the securities are to be sold and shows prior sales by Aman Narang in the past three months.

When were the shares being sold originally acquired?

The 500,000 shares were acquired as founder shares on 12/22/2011 and the filing lists compensation as the nature of payment.

Were there any recent sales by the same person?

Yes. The seller reported sales of 13,829 shares on 07/02/2025 (gross proceeds $589,011.69) and 1,719 shares on 08/04/2025 (gross proceeds $83,158.34).

Which broker is handling the proposed sale?

The filing shows Goldman Sachs & Co. LLC as the broker for the proposed sale.