[Form 4] Toast, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Bank of Montreal (BMO) is offering US$1.331 million of Senior Medium-Term Notes, Series K ― “Digital Return Barrier Notes due August 10, 2026.” The notes are linked to the least-performing of the S&P 500 Index (SPX) and Russell 2000 Index (RTY). Investors pay 100% of principal at settlement (July 08 2025) and receive a single payment at maturity (Aug 10 2026).

Pay-out structure

• Digital Return: 10.20% ($1,102 per $1,000) if the Final Level of the worst index is ≥ 80% of its July 02 2025 Initial Level.
• Downside: If the Final Level is < 80%, principal is reduced point-for-point with the index decline (e.g., –30% index → $700; –100% → $0). No principal protection.
• No periodic coupons; the notes are unsecured, unsubordinated obligations of BMO and will not be listed on any exchange.

Key terms

• Initial Levels: SPX 6,227.42; RTY 2,226.377
• Barrier/Digital Barrier: 80% of Initial Levels (SPX 4,981.94; RTY 1,781.102)
• Agent commission: 1.93%; net proceeds 98.07%
• Estimated initial value: $972.78 per $1,000 (≈ 97.28%), reflecting structuring & hedging costs
• CUSIP: 06376EKW1; calculation & selling agent: BMO Capital Markets (BMOCM)

Primary risks

• Market risk: Any decline >20% in the worst index triggers dollar-for-dollar loss of principal up to 100%.
• Limited upside: Return capped at 10.20% even if indices rise substantially.
• Credit & liquidity risk: Payment depends on BMO credit; no exchange listing and BMOCM is not obliged to make a market.
• Pricing inefficiency: Purchase price exceeds estimated value by ~2.72%, plus potential bid-ask discounts in any secondary trading.

Positive

• 10.20% fixed digital return achievable even if indices fall up to 19.99%, offering higher potential than many short-term IG bonds.
• Short 13-month tenor limits exposure duration compared with longer structured products.
• Diversified reference assets across large-cap (SPX) and small-cap (RTY) U.S. equities.

Negative

• Unlimited downside after a 20% drop in the worst index, exposing investor to full equity risk.
• Return cap at 10.20% eliminates participation in any upside beyond the digital level.
• Pricing premium: issue price exceeds estimated value by about 2.72% plus 1.93% commission.
• No secondary-market listing; liquidity solely dependent on BMOCM's willingness to bid.
• Credit risk of Bank of Montreal; note holders rank pari-passu with other senior debt.
• High correlation between SPX and RTY reduces diversification benefit and increases barrier-breach probability.

Insights

Structured-Product Analyst

TL;DR: 10.2% capped return, full downside after –20%; pricing includes 2.7% premium and credit risk of BMO.

The notes suit tactical investors who expect SPX and RTY to stay flat to mildly negative over the next 13 months. A fixed 10.20% gain is attractive relative to short-dated investment-grade yields, but the payoff is binary: a 19.9% index drop still earns the full digital payout, whereas a 20.01% decline slashes principal. The embedded option is inexpensive for BMO: the bank retains upside beyond 10.2% and passes 1-to-1 downside to the buyer. The initial value (97.278%) versus issue price (100%) shows typical dealer margin, while the 1.93% selling concession plus hedge cost erode secondary value. Credit-spread widening or equity volatility spikes can pressure note prices well before maturity. Overall, risk-adjusted return is modest; I view impact as neutral for diversified portfolios.

Portfolio Risk Manager

TL;DR: High left-tail risk, no liquidity, limited upside—instrument skews risk/return against holder.

From a portfolio hedging standpoint these notes add significant tail exposure: any protracted bear market >20% wipes out capital linearly. Correlation between SPX and RTY is high, so diversification benefit is minimal; probability of barrier breach in recessionary scenarios is material. With no interim coupons, carry is zero until maturity, leaving owners vulnerable to mark-to-market swings and credit spread fatigue. The lack of listing constrains exit routes; BMOCM’s discretionary bid adds further uncertainty. Given these characteristics, the note is best classified as a speculative alternative to short-horizon equity exposure rather than fixed-income substitute. I assign a negative impact score.

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^*

Fredette Stephen

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

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	07/02/2025		S(1)		7,647	D	$42.592	889,017	D
Class A Common Stock								66,896	I	By the Fredette Family Nominee Trust
Class A Common Stock								1,718,029	I	By the SHFA 2021 Nominee Trust
Class A Common Stock								224,853	I	By the SHFA Family Trust

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:

As of the date of this Form 4, the Reporting Person also owns an aggregate of 25,722,670 shares of the Class B common stock of the Issuer. Each share of Class B common stock is convertible at any time into one share of the Class A common stock of the Issuer.

	/s/ Xing Yan as Attorney-in-Fact for Stephen Fredette	07/07/2025
	** 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 digital return do BMO's Digital Return Barrier Notes offer?

The notes pay a 10.20% fixed return ($1,102 per $1,000) if the worst-performing index finishes at or above 80% of its initial level.

When do the notes linked to SPX and RTY mature?

They mature on August 10, 2026, with a valuation date of August 05, 2026.

What happens if the least-performing index falls more than 20%?

Principal is reduced 1-for-1 with the index decline; a 30% drop yields $700, and a 100% drop yields $0.

How does the initial estimated value compare to the purchase price?

BMO’s estimated initial value is $972.78 per $1,000, about 2.72% below the $1,000 issue price.

Are the notes insured or exchange-listed?

No. They are unsecured, uninsured obligations of BMO and will not be listed on any securities exchange.