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TOST Form 4: RSU settlements increase holdings; 4,987 shares sold for taxes

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Brian R. Elworthy, General Counsel of Toast, Inc. (TOST), reported vesting and settlement of multiple restricted stock unit grants and a required sale to cover taxes. On 10/01/2025 he had three RSU settlements of 3,482, 3,989, and 2,572 units that converted one‑for‑one into Class A common shares. Following those settlements his direct beneficial ownership in Class A common stock rose to reported totals of 226,350, 230,339, and 232,911 shares on separate lines. On 10/02/2025 the filing shows a non‑discretionary sale of 4,987 shares at $35.564 to satisfy tax withholding related to the RSU vesting. An indirect holding of 39,368 Class A shares is held by the Brian R. Elworthy Irrevocable Trust of 2019. The RSU awards vest in sixteen equal quarterly installments following grant dates of April 1, 2023, April 1, 2024, and April 1, 2025, as disclosed.

Positive

  • RSU conversions increased reported direct holdings by several thousand shares, reflecting compensation realization
  • Sales were non‑discretionary and executed solely to cover tax withholding obligations

Negative

  • Required share sale of 4,987 shares at $35.564 reduced immediate direct holdings
  • Multiple RSU tranches remain subject to future vesting, indicating ongoing dilution risk until fully vested

Insights

Insider received RSU settlements and sold 4,987 shares to cover taxes.

The filing documents conversion of three RSU tranches into Class A shares on 10/01/2025, increasing reported direct holdings on separate lines to 226,350, 230,339, and 232,911 shares respectively. These reflect vesting schedules that occur in sixteen equal quarterly installments from the stated grant dates.

The subsequent 10/02/2025 sale of 4,987 shares at $35.564 is described as a required sale to satisfy tax withholding obligations and explicitly labeled non‑discretionary; the filing states it does not represent an intentional trading decision by the reporting person.

Insider Elworthy Brian R
Role General Counsel
Sold 4,987 shs ($177K)
Type Security Shares Price Value
Sale Class A Common Stock 4,987 $35.564 $177K
Exercise Restricted Stock Units 3,482 $0.00 --
Exercise Restricted Stock Units 3,989 $0.00 --
Exercise Restricted Stock Units 2,572 $0.00 --
Exercise Class A Common Stock 3,482 $0.00 --
Exercise Class A Common Stock 3,989 $0.00 --
Exercise Class A Common Stock 2,572 $0.00 --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 227,924 shares (Direct); Restricted Stock Units — 20,891 shares (Direct); Class A Common Stock — 39,368 shares (Indirect, By the Brian R. Elworthy Irrevocable Trust of 2019)
Footnotes (1)
  1. The Restricted Stock Units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement. Represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs, and does not represent a discretionary trade by the Reporting Person. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2023. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2024. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2025.
Form 4 Insider Transactions: What Each Field Means →
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 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025
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 10/01/2025 M 3,482 A (1) 226,350 D
Class A Common Stock 10/01/2025 M 3,989 A (1) 230,339 D
Class A Common Stock 10/01/2025 M 2,572 A (1) 232,911 D
Class A Common Stock 10/02/2025 S(2) 4,987 D $35.564 227,924 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 10/01/2025 M 3,482 (3) (3) Class A Common Stock 3,482 $0 20,891 D
Restricted Stock Units (1) 10/01/2025 M 3,989 (4) (4) Class A Common Stock 3,989 $0 39,892 D
Restricted Stock Units (1) 10/01/2025 M 2,572 (5) (5) Class A Common Stock 2,572 $0 36,012 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. Represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs, and does not represent a discretionary trade by the Reporting Person.
3. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2023.
4. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2024.
5. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2025.
Remarks:
/s/ Xing Yan as Attorney-in-Fact for Brian R. Elworthy 10/03/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

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

The Form 4 shows RSU settlements on 10/01/2025 (3,482; 3,989; 2,572 units) converting to Class A shares and a required sale of 4,987 shares on 10/02/2025 at $35.564 to cover taxes.

Why were 4,987 Toast shares sold on 10/02/2025?

The filing states the sale represents shares required to be sold by the reporting person to cover tax withholding obligations in connection with RSU vesting and is not a discretionary trade.

How many Toast Class A shares does Brian R. Elworthy beneficially own indirectly?

The filing discloses an indirect holding of 39,368 Class A shares held by the Brian R. Elworthy Irrevocable Trust of 2019.

What are the vesting schedules for the RSUs disclosed?

The RSUs vest in sixteen equal quarterly installments following each grant date: April 1, 2023, April 1, 2024, and April 1, 2025, as specified in the filing.

Did the filing indicate any discretionary sale activity by the reporting person?

No. The Form 4 explicitly states the sale was to satisfy tax withholding and does not represent a discretionary trade by the reporting person.