[Form 4] Toast, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Elena Gomez, President, CFO of Toast, Inc. (TOST), reported the vesting and settlement of multiple restricted stock unit grants in early October 2025. On 10/01/2025 she had three RSU vesting events that converted into Class A common stock totaling 17,363 shares (6,331 + 6,316 + 4,716), increasing her beneficial ownership to 158,626 shares after those settlements. On 10/02/2025 she effectuated a required sale of 9,054 shares at $35.564 per share to cover tax withholding, leaving 149,572 shares beneficially owned. The filing states the RSUs vest in sixteen equal quarterly installments with different grant vesting schedules beginning April 1 of 2023, 2024, and 2025. The Form 4 is signed by an attorney-in-fact on behalf of Ms. Gomez on 10/03/2025.

Positive

• Tax-withholding sale of 9,054 shares was disclosed as non-discretionary, indicating routine compliance
• Complete disclosure of RSU vesting schedules and resulting beneficial ownership provides transparency

Negative

• Issuance of 17,363 shares through RSU vesting increases outstanding insider-held shares and potential dilution
• Ongoing quarterly vesting (sixteen installments per grant) signals continued future share issuance

Insights

Corporate Governance Analyst

TL;DR: Insider received RSUs and sold shares solely for tax withholding, not discretionary selling.

The filing shows 17,363 RSUs vested into Class A shares on 10/01/2025, and a 9,054-share sale on 10/02/2025 to satisfy tax withholding obligations. This pattern—vesting followed by a withholding sale—is common for executives and typically reflects tax management rather than a decision to reduce stake.

The remaining beneficial ownership of 149,572 shares after the transaction is disclosed, and the RSU vesting schedules (sixteen quarterly installments from grant dates) confirm continuing future dilution as remaining RSUs vest.

Equity Compensation Specialist

TL;DR: Multiple RSU grants with staggered vesting create predictable share issuance.

The RSUs convert one-for-one into Class A common stock on vesting; three separate grant schedules begin on 4/1/2023, 4/1/2024, and 4/1/2025, each vesting over sixteen quarterly installments. That structure implies ongoing periodic share issuances tied to vesting dates until the schedules complete.

The sale of 9,054 shares at $35.564 is identified as tax-withholding related in the filing, not a market-sale decision by the reporting person.

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

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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).

1. Name and Address of Reporting Person^*

Gomez Elena

(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)
	President, CFO

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		6,331	A	(1)	147,594	D
Class A Common Stock	10/01/2025		M		6,316	A	(1)	153,910	D
Class A Common Stock	10/01/2025		M		4,716	A	(1)	158,626	D
Class A Common Stock	10/02/2025		S(2)		9,054	D	$35.564	149,572	D

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			6,331	(3)	(3)	Class A Common Stock	6,331	$0	37,983	D
Restricted Stock Units	(1)	10/01/2025		M			6,316	(4)	(4)	Class A Common Stock	6,316	$0	63,162	D
Restricted Stock Units	(1)	10/01/2025		M			4,716	(5)	(5)	Class A Common Stock	4,716	$0	66,023	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 Elena Gomez	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.

FAQ

What did Elena Gomez report in the Form 4 for TOST?

The report discloses the vesting and settlement of RSUs converting to 17,363 Class A shares on 10/01/2025 and a sale of 9,054 shares on 10/02/2025 to cover tax withholding.

How many shares does Elena Gomez beneficially own after the transactions?

Following the reported transactions, Ms. Gomez beneficially owned 149,572 shares of Class A common stock.

Why were 9,054 shares sold on 10/02/2025?

The Form 4 states those shares were sold to satisfy tax withholding obligations related to RSU vesting and were not a discretionary sale by the reporting person.

What are the RSU vesting terms disclosed?

Each RSU grant vests in sixteen equal quarterly installments; the three grants referenced begin vesting after 4/1/2023, 4/1/2024, and 4/1/2025 respectively.

At what price were the withholding shares sold?

The sale to cover withholding on 10/02/2025 is reported at a price of $35.564 per share.