Toast (TOST) General Counsel reports RSU-related sale of 3,303 shares

Rhea-AI Filing Summary

Toast, Inc. reported an insider transaction by its General Counsel, Brian R. Elworthy. On 01/05/2026, he sold 3,303 shares of Class A Common Stock at $34.377 per share. According to the note, these shares were sold to cover tax withholding obligations arising from the vesting and settlement of restricted stock units (RSUs), so the sale was not described as a discretionary trade.

After this transaction, Elworthy beneficially owned 235,757 shares of Class A Common Stock directly and 39,368 shares indirectly through the Brian R. Elworthy Irrevocable Trust of 2019. The filing was made as a Form 4 for a single reporting person.

Insider Trade Summary

Net Seller: 3,303 shares ($113,547)

Net Sell 2 txns

Insider Elworthy Brian R

Role General Counsel

Sold 3,303 shs ($114K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	3,303	$34.377	$114K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 235,757 shares (Direct); Class A Common Stock — 39,368 shares (Indirect, By the Brian R. Elworthy Irrevocable Trust of 2019)

Footnotes (1)

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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)
01/05/2026

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	01/05/2026		S(1)		3,303	D	$34.377	235,757	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	01/06/2026
	** 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.

FAQ

What insider transaction did Toast, Inc. (TOST) report in this Form 4?

The General Counsel of Toast, Inc., Brian R. Elworthy, reported selling 3,303 shares of Class A Common Stock on 01/05/2026 at a price of $34.377 per share.

Why did the Toast, Inc. (TOST) insider sell 3,303 shares?

The filing states that the 3,303 shares were sold to cover tax withholding obligations in connection with the vesting and settlement of RSUs, and it notes that this does not represent a discretionary trade.

How many Toast, Inc. (TOST) shares does Brian R. Elworthy own after the reported transaction?

After the transaction, Brian R. Elworthy beneficially owned 235,757 shares of Class A Common Stock directly and 39,368 shares indirectly through the Brian R. Elworthy Irrevocable Trust of 2019.

What is the role of the reporting person in Toast, Inc. (TOST)?

The reporting person, Brian R. Elworthy, is an officer of Toast, Inc., serving as General Counsel, according to the relationship section of the filing.

Was this Toast, Inc. (TOST) Form 4 filed by more than one reporting person?

No. The Form 4 indicates that it was filed by one reporting person, not by a group or multiple filers.

Does the Toast, Inc. (TOST) filing mention indirect ownership by the insider?

Yes. In addition to direct holdings, the filing reports 39,368 shares of Class A Common Stock held indirectly by the Brian R. Elworthy Irrevocable Trust of 2019.