[144] Toast, Inc. SEC Filing

Rhea-AI Filing Summary

Toast, Inc. (NYSE: TOST) – Form 144 filing dated 07/02/2025 discloses a proposed insider sale of Class A common stock under SEC Rule 144.

• Selling person: Brian R. Elworthy (and related trust entities).
• Securities to be sold: 5,681 Class A shares.
• Approximate market value: US$241,968, implying a reference price near US$42.60 per share.
• Broker: Fidelity Brokerage Services LLC; proposed exchange: NYSE.
• Total shares outstanding: 498 million, so the upcoming sale equals ~0.001 % of outstanding stock.

Recent insider sales (past 3 months)

• 04/02/2025 – 2,895 shares sold for US$101,318.04
• 05/02/2025 – 1,027 shares sold for US$37,064.53
• 06/02/2025 – 300,000 shares sold for US$12.78 million
• 06/02/2025 – 39,368 shares sold via irrevocable trust for US$1.68 million

The filer states the shares were acquired through restricted-stock vesting on 07/01/2025 as compensation. The notice attests that the seller is unaware of any undisclosed material adverse information about Toast.

While Form 144 filings are routine compliance documents, multiple sizable sales in the prior quarter—including a 300 k-share transaction—highlight ongoing insider divestiture. Nevertheless, the forthcoming 5,681-share sale is immaterial relative to Toast’s 498 million outstanding shares and does not, by itself, alter the company’s fundamentals.

Positive

• Regulatory compliance: Timely Form 144 filing indicates transparency regarding insider transactions.

Negative

• Continued insider selling: Cumulative 345 k shares (≈0.07 % of float) sold over past 3 months, including a forthcoming 5,681-share sale.
• Potential perception risk: Large dollar value of past sales (>US$14 million) may be viewed as diminished insider confidence despite small percentage of float.

Insights

Financial Analyst

TL;DR: Routine Form 144; small new sale, but cumulative insider selling exceeds US$14 million in last 3 months.

The filing signals another planned divestiture by Brian R. Elworthy. The immediate sale—5,681 shares worth roughly US$242 k—represents an insignificant 0.001 % of Toast’s float. However, adding the disclosed past-quarter transactions, insider liquidations now total about 345 k shares (~0.07 % of float) for >US$14 million. Although the percentages are low, the absolute dollar amount is notable and may be interpreted as mild insider bearishness. No operational or financial data accompany the filing; therefore, the event is neutral to fundamentals and unlikely to move valuation materially.

Corporate Governance Specialist

TL;DR: Filing demonstrates compliance; pattern of insider selling could raise governance scrutiny.

Toast’s timely Form 144 illustrates adherence to disclosure obligations, mitigating regulatory risk. Yet, successive sales by a key insider and related trust—especially the 300 k-share disposal in June—could draw investor attention to potential alignment issues between management and shareholders. The forthcoming sale is de minimis, so governance impact is modest but trending negative if sales persist.

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	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	5681	241968.00	498000000	07/02/2025	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	07/01/2025	Restricted Stock Vesting	Issuer			5681	07/01/2025	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
Brian R. Elworthy 401 Park Drive Boston MA 02215	Class A	04/02/2025	2895	101318.04
Brian R. Elworthy 401 Park Drive Boston MA 02215	Class A	05/02/2025	1027	37064.53
Brian R. Elworthy 401 Park Drive Boston MA 02215	Class A	06/02/2025	300000	12778882.50
Brian R Elworthy Irrevocable Trust 401 Park Drive Boston MA 02215	Class A	06/02/2025	39368	1677219.69

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

How many Toast (TOST) shares are proposed for sale in this Form 144?

5,681 Class A shares are scheduled for sale on or about 07/02/2025.

What is the market value of the proposed Toast insider sale?

The filing lists an aggregate market value of US$241,968 for the 5,681 shares.

How many Toast shares were sold by the insider in the past three months?

Disclosed prior sales total 345,290 shares (including a 300 k-share block) for about US$14.3 million in gross proceeds.

What percentage of Toast’s outstanding shares does the new sale represent?

Approximately 0.001 % of the company’s 498 million outstanding shares.

Does the Form 144 indicate any undisclosed adverse information about Toast?

The signer represents that they do not know of any material adverse information that has not been publicly disclosed.