Toast GC Elworthy converts 2,152 RSUs to shares

Toast, Inc. General Counsel Brian R. Elworthy reported the vesting and settlement of restricted stock units into Class A Common Stock.

Accepted by SEC EDGAR 02/03/2026 - 04:35 PM EST

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Rhea-AI Filing Summary

Toast, Inc. General Counsel Brian R. Elworthy reported the vesting and settlement of restricted stock units into Class A Common Stock. On February 1, 2026, 2,152 RSUs converted into 2,152 shares of Class A Common Stock at an exercise price of $0 per share.

After this transaction, Elworthy directly owned 237,909 shares of Class A Common Stock and indirectly held 39,368 shares through the Brian R. Elworthy Irrevocable Trust of 2019. The reported RSUs are part of an award scheduled to vest in sixteen equal quarterly installments beginning February 1, 2022.

Insider Trade Summary

2,152 shares exercised/converted

Exercise 2 txns

Insider Elworthy Brian R

Role General Counsel

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,152	$0.00	$0.00
Exercise	Class A Common Stock	2,152	$0.00	$0.00
Holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Class A Common Stock — 237,909 shares (Direct); Class A Common Stock — 39,368 shares (Indirect, By the Brian R. Elworthy Irrevocable Trust of 2019)

Holdings Before and After: Restricted Stock Units, 2,152 to 0 contracts (Direct); Class A Common Stock, 235,757 to 237,909 shares (Direct)

Footnotes (2)

F1. Restricted Stock Units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.
F2. The RSUs shall vest in sixteen equal quarterly installments following February 1, 2022.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Toast (TOST) report for Brian R. Elworthy?

Toast reported that General Counsel Brian R. Elworthy had 2,152 restricted stock units convert into 2,152 shares of Class A Common Stock. The transaction occurred on February 1, 2026, at an exercise price of $0 per share, reflecting routine equity compensation vesting.

How many Toast (TOST) shares does Brian R. Elworthy own after this Form 4?

After the reported transaction, Brian R. Elworthy directly owned 237,909 shares of Toast Class A Common Stock. In addition, 39,368 shares were indirectly held through the Brian R. Elworthy Irrevocable Trust of 2019, as disclosed in the ownership table on the Form 4.

What type of securities were involved in Brian R. Elworthy’s Toast (TOST) Form 4?

The Form 4 involves restricted stock units and Class A Common Stock of Toast. 2,152 restricted stock units were exercised and settled into 2,152 Class A Common shares, consistent with the one-for-one conversion described in the footnotes to the filing.

When do Brian R. Elworthy’s Toast (TOST) RSUs vest according to this filing?

The filing states that Brian R. Elworthy’s restricted stock units vest in sixteen equal quarterly installments following February 1, 2022. This schedule explains why 2,152 RSUs vested and converted into Class A Common Stock on February 1, 2026, as part of ongoing compensation.

What does the indirect ownership in the Toast (TOST) Form 4 represent?

The indirect ownership represents 39,368 Toast Class A Common shares held by the Brian R. Elworthy Irrevocable Trust of 2019. The Form 4 lists these as indirectly owned by Brian R. Elworthy, distinguishing them from his 237,909 directly held shares after the reported RSU conversion.

Was the Toast (TOST) insider transaction a purchase or a vesting event?

The transaction was a vesting and settlement event, not an open-market purchase. 2,152 restricted stock units converted into 2,152 shares of Class A Common Stock at an exercise price of $0, reflecting equity compensation granted earlier under a vesting schedule.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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
Estimated average burden
hours per response:			0.5

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^*

Elworthy Brian R

(Last)

(First)

(Middle)

TOAST, INC.

333 SUMMER STREET

(Street)

BOSTON

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/01/2026		M		2,152	A	⁽¹⁾	237,909	D
Class A Common Stock								39,368	I	By the Brian R. Elworthy Irrevocable Trust of 2019

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/01/2026		M			2,152	⁽²⁾	⁽²⁾	Class A Common Stock	2,152	$0	0	D

Explanation of Responses:

1. 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 February 1, 2022.

Remarks:

	/s/ Xing Yan as Attorney-in-Fact for Brian R. Elworthy	02/03/2026
	** 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.

Source: View Original Filing on SEC EDGAR