[Form 4] Toast, Inc. Insider Trading Activity

Toast, Inc. General Counsel Brian R. Elworthy reported RSU vesting and a related share sale.

Rhea-AI Filing Summary

Toast, Inc. General Counsel Brian R. Elworthy reported RSU vesting and a related share sale. On April 1, 2026, several batches of Restricted Stock Units converted into Class A Common Stock at $0.00 per share as part of his equity compensation.

On April 2, 2026, he sold 3,664 shares of Class A Common Stock at $26.187 per share to cover tax withholding obligations tied to the RSU vesting, which the filing notes was not a discretionary trade. After these transactions, he directly holds 243,642 Class A shares and indirectly holds 39,368 shares through the Brian R. Elworthy Irrevocable Trust of 2019.

Insights

Equity compensation analyst

Routine RSU vesting with a small, tax-driven share sale.

The filing shows Restricted Stock Units converting one-for-one into Toast Class A shares at $0.00 exercise price, reflecting standard equity compensation vesting. Total derivative exercises cover 10,045 shares, according to the transaction summary.

A subsequent sale of 3,664 shares at $26.187 per share was required to satisfy tax withholding obligations, not a discretionary market decision. Following these moves, Elworthy’s direct holdings stand at 243,642 shares, with additional indirect ownership via a 2019 irrevocable trust. Overall, this looks like routine compensation activity rather than a thesis-changing insider trade.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 8 txns

Insider Elworthy Brian R

Role General Counsel

Sold 3,664 shs ($96K)

Approx. gross sale proceeds $96K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	3,664	$26.187	$96K
Exercise	Restricted Stock Units	3,482	$0.00	$0.00
Exercise	Restricted Stock Units	3,990	$0.00	$0.00
Exercise	Restricted Stock Units	2,573	$0.00	$0.00
Exercise	Class A Common Stock	3,482	$0.00	$0.00
Exercise	Class A Common Stock	3,990	$0.00	$0.00
Exercise	Class A Common Stock	2,573	$0.00	$0.00
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 76,707 contracts (Direct); Class A Common Stock — 243,642 shares (Direct); Class A Common Stock — 39,368 shares (Indirect, By the Brian R. Elworthy Irrevocable Trust of 2019)

Footnotes (5)

1. F1. The Restricted Stock Units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.
2. F2. 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. F3. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2023.
4. F4. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2024.
5. F5. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2025.

Key Figures

Shares sold: 3,664 shares Sale price: $26.187 per share RSU exercises: 10,045 shares +3 more

6 metrics

Shares sold 3,664 shares Class A Common Stock sold on April 2, 2026

Sale price $26.187 per share Price for 3,664-share tax-withholding sale

RSU exercises 10,045 shares Total shares from RSU exercises per transaction summary

Direct holdings after transactions 243,642 shares Toast Class A Common Stock directly owned by Elworthy

Indirect trust holdings 39,368 shares Held by the Brian R. Elworthy Irrevocable Trust of 2019

Exercise price of RSUs $0.00 per share Conversion of RSUs into Class A Common Stock

Key Terms

Restricted Stock Units, tax withholding obligations, Class A Common Stock, irrevocable trust, +1 more

5 terms

Restricted Stock Units financial

"The Restricted Stock Units ("RSUs") convert into Class A Common Stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"shares required to be sold by the Reporting Person to cover tax withholding obligations"

Class A Common Stock financial

"RSUs convert into Class A Common Stock on a one-for-one basis"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

irrevocable trust financial

"By the Brian R. Elworthy Irrevocable Trust of 2019"

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

FAQ

What insider transactions did Toast (TOST) report for Brian R. Elworthy?

Toast reported that General Counsel Brian R. Elworthy had Restricted Stock Units vest and convert into Class A Common Stock, followed by a sale of 3,664 shares. The filing classifies this as an open-market sale connected to covering tax withholding obligations from the RSU vesting.

How many Toast (TOST) shares did Brian R. Elworthy sell and at what price?

Brian R. Elworthy sold 3,664 shares of Toast Class A Common Stock at $26.187 per share. The filing explains these shares were sold specifically to cover tax withholding obligations tied to recently vested Restricted Stock Units, rather than being a discretionary sale.

What RSU activity did Brian R. Elworthy report at Toast (TOST)?

The filing shows multiple Restricted Stock Unit awards converting into Toast Class A Common Stock at an exercise price of $0.00 per share. In total, 10,045 RSU-derived shares were exercised according to the transaction summary, reflecting ongoing vesting from grants made in 2023, 2024, and 2025.

How many Toast (TOST) shares does Brian R. Elworthy hold after these transactions?

After the reported transactions, Brian R. Elworthy directly owns 243,642 shares of Toast Class A Common Stock. He also indirectly owns 39,368 additional shares through the Brian R. Elworthy Irrevocable Trust of 2019, giving him a substantial remaining equity position in the company.

Was the Toast (TOST) insider share sale a discretionary trade?

The filing states the 3,664 Toast shares sold by Brian R. Elworthy were required to cover tax withholding obligations related to RSU vesting. It explicitly notes this does not represent a discretionary trade, indicating the sale was driven by tax requirements rather than active portfolio rebalancing.

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

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Accepted by SEC EDGAR 04/03/2026 - 04:33 PM Learn about SEC filing dates

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 MASSACHUSETTS 02210

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/01/2026		M		3,482	A	(1)	240,743	D
Class A Common Stock	04/01/2026		M		3,990	A	(1)	244,733	D
Class A Common Stock	04/01/2026		M		2,573	A	(1)	247,306	D
Class A Common Stock	04/02/2026		S(2)		3,664	D	$26.187	243,642	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)	04/01/2026		M			3,482	(3)	(3)	Class A Common Stock	3,482	$0	13,927	D
Restricted Stock Units	(1)	04/01/2026		M			3,990	(4)	(4)	Class A Common Stock	3,990	$0	31,913	D
Restricted Stock Units	(1)	04/01/2026		M			2,573	(5)	(5)	Class A Common Stock	2,573	$0	30,867	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 Brian R. Elworthy	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)