Toast GC sells 648 shares in tax-withholding trade

Toast, Inc.'s General Counsel, Brian R. Elworthy, reported a small automatic share sale linked to RSU vesting.

Accepted by SEC EDGAR 02/04/2026 - 04:34 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Toast, Inc.'s General Counsel, Brian R. Elworthy, reported a small automatic share sale linked to RSU vesting. On 02/03/2026, 648 shares of Class A Common Stock were sold at $30.345 per share to cover tax withholding obligations tied to restricted stock units, as disclosed in the footnote, and not as a discretionary trade.

After this transaction, Elworthy beneficially owned 237,261 Class A shares directly and 39,368 Class A shares indirectly through the Brian R. Elworthy Irrevocable Trust of 2019.

Insider Trade Summary

Net Seller: 648 shares

Net Sell 1 txn

Insider Elworthy Brian R

Role General Counsel

Sold 648 shs ($20K)

Share of Position Sold 0.27%

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	648	$30.345	$20K
Holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 237,261 shares (Direct); Class A Common Stock — 39,368 shares (Indirect, By the Brian R. Elworthy Irrevocable Trust of 2019)

Holdings Before and After: Class A Common Stock, 237,909 to 237,261 shares (Direct)

Other Insiders: 4 other insiders reported open-market sales of this stock in the 30 days up to this filing.

Footnotes (1)

1. F1. 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.

FAQ

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

What insider transaction did Toast (TOST) report for its General Counsel?

Toast reported that General Counsel Brian R. Elworthy sold 648 Class A shares. The sale on 02/03/2026 at $30.345 per share was to cover tax withholding on vesting RSUs, according to the filing’s explanation of responses.

Was the Toast (TOST) insider sale by Brian Elworthy a discretionary trade?

No, the sale was not discretionary. The filing states the 648 shares were sold to satisfy tax withholding obligations from RSU vesting and settlement, meaning the transaction was mechanically triggered by the equity award’s tax requirements.

How many Toast (TOST) shares does Brian Elworthy own after this transaction?

After the reported transaction, Brian Elworthy beneficially owned 237,261 Toast Class A shares directly. He also indirectly owned 39,368 additional Class A shares through the Brian R. Elworthy Irrevocable Trust of 2019, as disclosed in the ownership table.

What price was received for the Toast (TOST) shares sold by Brian Elworthy?

The 648 Toast Class A shares were sold at an average price of $30.345 per share. This price is disclosed in the non-derivative securities table, which details the amount, transaction code, and consideration per share for the sale.

What role does Brian Elworthy hold at Toast (TOST) in this insider filing?

In the filing, Brian R. Elworthy is identified as an officer of Toast with the title General Counsel. The relationship section confirms he is not a director or 10% owner, but reports as an executive officer subject to Section 16 reporting rules.

How are Toast (TOST) shares held by the Brian R. Elworthy Irrevocable Trust reported?

The filing reports 39,368 Toast Class A shares as indirectly owned by Brian Elworthy. These shares are held by the Brian R. Elworthy Irrevocable Trust of 2019, and are listed under indirect beneficial ownership with the trust named as the holding vehicle.

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

Form 4 Insider Transactions: What Each Field Means →

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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 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)
02/03/2026

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	02/03/2026		S(1)		648	D	$30.345	237,261	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

Explanation of Responses:

1. 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.

Remarks:

	/s/ Xing Yan as Attorney-in-Fact for Brian R. Elworthy	02/04/2026
	** 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.