Toast (NYSE: TOST) insider details RSU vesting and large Class B stake

Rhea-AI Filing Summary

Toast, Inc. insider activity centers on RSU vesting and share conversions. A Form 4 for a director and President of Toast reports multiple Restricted Stock Units converting into Class A common stock on 01/01/2026. Three blocks of RSUs converted into 5,697, 5,652, and 3,859 Class A shares, with the RSUs vesting in sixteen equal quarterly installments beginning on April 1 of 2023, 2024, and 2025, respectively.

Following these transactions, the reporting person holds Class A shares both directly and indirectly through several family trusts, and also owns 25,722,670 shares of Class B common stock, each convertible into one Class A share. The RSUs and Class B structure highlight a significant equity-based position tied to Toast’s performance over time.

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

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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^*

Fredette Stephen

(Last) (First) (Middle)

TOAST, INC.

333 SUMMER STREET

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Toast, Inc. [ TOST ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

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
Class A Common Stock	01/01/2026		M		5,697	A	(1)	905,961	D
Class A Common Stock	01/01/2026		M		5,652	A	(1)	911,613	D
Class A Common Stock	01/01/2026		M		3,859	A	(1)	915,472	D
Class A Common Stock								66,896	I	By the Fredette Family Nominee Trust
Class A Common Stock								1,718,029	I	By the SHFA 2021 Nominee Trust
Class A Common Stock								224,853	I	By the SHFA Family Trust

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
Restricted Stock Units	(1)	01/01/2026		M			5,697	(2)	(2)	Class A Common Stock	5,697	$0	28,488	D
Restricted Stock Units	(1)	01/01/2026		M			5,652	(3)	(3)	Class A Common Stock	5,652	$0	50,862	D
Restricted Stock Units	(1)	01/01/2026		M			3,859	(4)	(4)	Class A Common Stock	3,859	$0	50,160	D

Explanation of Responses:

1. The Restricted Stock Units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.

2. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2023.

3. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2024.

4. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2025.

Remarks:

As of the date of this Form 4, the Reporting Person also owns an aggregate of 25,722,670 shares of the Class B common stock of the Issuer. Each share of Class B common stock is convertible at any time into one share of the Class A common stock of the Issuer.

	/s/ Monica Kleinman as Attorney-in-Fact for Stephen Fredette	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity at Toast (TOST) is reported in this Form 4?

The Form 4 reports that a director and President of Toast, Inc. had several blocks of Restricted Stock Units convert into Class A common stock on 01/01/2026, increasing their Class A share holdings.

How many Toast (TOST) RSUs converted into Class A shares on 01/01/2026?

On 01/01/2026, three RSU tranches converted into 5,697, 5,652, and 3,859 shares of Class A common stock, all on a one-for-one basis upon vesting and settlement.

What are the vesting schedules for the Toast (TOST) RSUs in this report?

The RSUs convert into Class A common stock on a one-for-one basis and vest in sixteen equal quarterly installments beginning on April 1, 2023, April 1, 2024, and April 1, 2025, respectively, for the three RSU grants.

How many Toast (TOST) Class B shares does the reporting person own?

As of the reporting date, the insider owns an aggregate of 25,722,670 shares of Class B common stock of Toast, with each Class B share convertible into one share of Class A common stock.

How does the reporting person hold Toast (TOST) Class A shares besides direct ownership?

In addition to directly held Class A shares, the insider reports indirect ownership of Class A common stock through multiple family-related trusts, including the Fredette Family Nominee Trust, the SHFA 2021 Nominee Trust, and the SHFA Family Trust.

What roles does the reporting person hold at Toast (TOST)?

The reporting person is identified as both a Director and an Officer of Toast, serving in the role of President, which ties the reported equity awards to executive and board-level service.