RSU vesting and tax-driven share sale for Toast (NYSE: TOST) counsel

Rhea-AI Filing Summary

Toast, Inc. general counsel Brian R. Elworthy reported RSU vesting and a related tax sale of Class A Common Stock. On July 1, 2026, Restricted Stock Units converted into a total of 13,619 shares of Class A stock at a conversion price of $0.00 per share.

On July 2, 2026, 6,352 shares were sold at $28.849 per share to cover tax withholding obligations tied to this vesting, and the footnote states this was not a discretionary trade. After these transactions, he held 196,909 shares directly, plus 39,368 shares indirectly through the Brian R. Elworthy Irrevocable Trust of 2019.

Insights

Equity compensation analyst

Routine RSU vesting with shares sold only to cover taxes.

Toast general counsel Brian R. Elworthy had several tranches of Restricted Stock Units convert into 13,619 shares of Class A Common Stock on July 1, 2026. The RSUs convert one-for-one into common shares upon vesting and settlement.

The filing notes that 6,352 shares were sold at $28.849 per share solely to satisfy tax withholding obligations linked to this vesting and are described as not a discretionary trade. This aligns with common equity-compensation mechanics rather than an active portfolio decision.

Following the transactions, Elworthy held 196,909 shares directly and 39,368 shares indirectly through the Brian R. Elworthy Irrevocable Trust of 2019. This indicates a substantial remaining position, suggesting these moves are primarily administrative compensation events rather than a change in long-term exposure.

Insider Trade Summary

Net Seller: 6,352 shares ($183,249)

Net Sell 10 txns

Insider Elworthy Brian R

Role General Counsel

Sold 6,352 shs ($183K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	6,352	$28.849	$183K
Exercise	Restricted Stock Units	3,481	$0.00	--
Exercise	Restricted Stock Units	3,989	$0.00	--
Exercise	Restricted Stock Units	2,572	$0.00	--
Exercise	Restricted Stock Units	3,577	$0.00	--
Exercise	Class A Common Stock	3,481	$0.00	--
Exercise	Class A Common Stock	3,989	$0.00	--
Exercise	Class A Common Stock	2,572	$0.00	--
Exercise	Class A Common Stock	3,577	$0.00	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 196,909 shares (Direct, null); Restricted Stock Units — 10,446 shares (Direct, null); Class A Common Stock — 39,368 shares (Indirect, By the Brian R. Elworthy Irrevocable Trust of 2019)

Footnotes (1)

1. The Restricted Stock Units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement. 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. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2023. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2024. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2025. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2026.

Key Figures

Tax-related share sale: 6,352 shares at $28.849 RSU conversion: 13,619 shares Direct holdings after transactions: 196,909 shares +2 more

5 metrics

Tax-related share sale 6,352 shares at $28.849 Class A Common Stock sold July 2, 2026 to cover tax withholding

RSU conversion 13,619 shares Class A Common Stock received from RSU vesting on July 1, 2026

Direct holdings after transactions 196,909 shares Class A Common Stock directly owned following July 1–2, 2026 events

Indirect trust holdings 39,368 shares Class A Common Stock held by Brian R. Elworthy Irrevocable Trust of 2019

RSU vesting installments 16 quarterly installments Each RSU grant vests in sixteen equal quarterly installments after April 1 dates

Key Terms

Restricted Stock Units, open-market sale, derivative security, tax withholding obligations, +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.

open-market sale financial

"transaction_action: open-market sale of Class A Common Stock"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

tax withholding obligations financial

"shares required to be sold ... to cover tax withholding obligations"

indirect ownership financial

"ownership_type: indirect, By the Brian R. Elworthy Irrevocable Trust of 2019"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 04:42 PM Accepted by SEC EDGAR 07/06/2026 - 04:42 PM Learn about SEC filing dates

FAQ

What did Toast (TOST) general counsel Brian Elworthy report in this Form 4?

Brian R. Elworthy reported RSU vesting that converted into 13,619 shares of Toast Class A Common Stock, and a related sale of 6,352 shares at $28.849 per share to cover tax withholding obligations, along with his updated direct and indirect share holdings.

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

He sold 6,352 shares of Toast Class A Common Stock at $28.849 per share. A footnote explains these shares were required to be sold to satisfy tax withholding obligations tied to RSU vesting, rather than representing a discretionary open-market sale decision.

How many Toast (TOST) shares did Brian Elworthy acquire through RSU vesting?

RSU conversions on July 1, 2026 produced 13,619 shares of Class A Common Stock. The Restricted Stock Units convert into common stock on a one-for-one basis upon vesting and settlement, reflecting multiple RSU grants vesting in scheduled quarterly installments.

What are Brian Elworthy’s Toast (TOST) holdings after these transactions?

After the reported transactions, he held 196,909 Toast Class A shares directly. The filing also shows 39,368 shares held indirectly through the Brian R. Elworthy Irrevocable Trust of 2019, providing additional exposure separate from his direct ownership position.

Was Brian Elworthy’s Toast (TOST) stock sale a discretionary trade?

The filing states the 6,352 shares sold were required to cover tax withholding obligations from RSU vesting and settlement. It explicitly notes this transaction does not represent a discretionary trade, indicating it was a routine tax-related disposition rather than an elective sale.

How do Brian Elworthy’s Toast (TOST) RSUs vest over time?

Footnotes indicate multiple RSU grants vest in sixteen equal quarterly installments following April 1 of 2023, 2024, 2025, and 2026. As each installment vests, the RSUs convert into Toast Class A Common Stock on a one-for-one basis, subject to tax withholding.

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)
07/01/2026

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	07/01/2026		M		3,481	A	(1)	193,123	D
Class A Common Stock	07/01/2026		M		3,989	A	(1)	197,112	D
Class A Common Stock	07/01/2026		M		2,572	A	(1)	199,684	D
Class A Common Stock	07/01/2026		M		3,577	A	(1)	203,261	D
Class A Common Stock	07/02/2026		S(2)		6,352	D	$28.849	196,909	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)	07/01/2026		M			3,481	(3)	(3)	Class A Common Stock	3,481	$0	10,446	D
Restricted Stock Units	(1)	07/01/2026		M			3,989	(4)	(4)	Class A Common Stock	3,989	$0	27,924	D
Restricted Stock Units	(1)	07/01/2026		M			2,572	(5)	(5)	Class A Common Stock	2,572	$0	28,295	D
Restricted Stock Units	(1)	07/01/2026		M			3,577	(6)	(6)	Class A Common Stock	3,577	$0	53,665	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.

6. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2026.

Remarks:

	/s/ Xing Yan as Attorney-in-Fact for Brian R. Elworthy	07/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)