[Form 4] Toast, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 31 Jul 2025 Priority Holdings, LLC, a wholly owned subsidiary of Priority Technology Holdings, Inc. (NASDAQ: PRTH), executed Amendment No. 2 to its May 2024 Credit & Guaranty Agreement with Truist Bank and a syndicate of lenders.

The amendment:

• Extends maturities: revolving commitments now mature in 5 years; term loans in 7 years from the effective date.
• Lowers pricing: Applicable Margin set at 3.75 % for SOFR loans, 2.75 % for base-rate loans, and 3.00–3.50 % for revolver draws, tied to total-net-leverage.
• Provides new capital: $50.2 million incremental term loan, $949.8 million refinancing term loan, and $30 million additional revolver capacity.
• Uses proceeds to repay in full all existing initial term loans and cover fees.

Collateral, guarantees and other terms remain substantially the same. A related press release (Ex 99.1) accompanies the filing; the full amendment is included as Ex 10.1.

Insights

Senior Credit Analyst

TL;DR Amendment extends maturities and cuts spreads, modestly improving liquidity and interest expense outlook.

By pushing the revolver to five years and term debt to seven, PRTH removes near-term refinancing risk. The 100–125 bp spread reduction directly lowers annual interest cost on nearly $1 billion of debt, a meaningful cash-flow enhancer. Incremental borrowings are limited ($50 mm term, $30 mm revolver) and largely offset by retiring the prior facility, keeping gross leverage broadly flat. Overall credit profile edges positive, warranting a +1 impact.

Risk & Compliance Specialist

TL;DR Large debt stack remains; covenant reliance shifts to leverage grid but collateral/guarantees unchanged.

Although pricing is lower, PRTH still carries roughly $1 billion of secured term debt, maintaining significant balance-sheet risk if volumes soften. The leverage-based margin grid introduces rate creep should performance falter. No covenant details were disclosed, leaving uncertainty on flexibility. Extension buys time but does not de-risk fundamentally—hence a neutral to slightly positive stance.

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)
08/01/2025

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	08/01/2025		M		2,152	A	(1)	223,919	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)	08/01/2025		M			2,152	(2)	(2)	Class A Common Stock	2,152	$0	4,304	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	08/04/2025
	** 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 Priority Technology Holdings (PRTH) announce in its 8-K?

It entered into Amendment No. 2 of its credit agreement, extending maturities, reducing loan spreads and arranging new term and revolving debt.

How much new debt is included in Amendment No. 2?

The deal adds a $50.2 million incremental term loan, a $949.8 million refinancing term loan and $30 million in new revolving commitments.

What are the new interest rate margins for PRTH’s loans?

Margins are 3.75 % for SOFR loans, 2.75 % for base-rate loans and 3.00–3.50 % for revolving loans, based on leverage.

How does the amendment affect PRTH’s debt maturity profile?

Revolver maturity extends to 5 years and term loans to 7 years from the amendment’s effective date, pushing major repayments further out.

What will PRTH do with the refinancing proceeds?

Proceeds will fully repay all outstanding initial term loans and cover associated fees and expenses.