STOCK TITAN

Tax-driven Toast (TOST) share sale follows RSU vesting for president

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Toast, Inc. President Stephen Fredette reported routine equity activity tied to vesting restricted stock units. On July 1, 2026, several tranches of Restricted Stock Units vested and converted into a total of 19,610 shares of Class A Common Stock at a conversion price of $0.00 per share, reflecting compensation rather than market purchases.

On July 2, 2026, he sold 9,146 Class A shares at an average price of $28.849 per share in an open-market transaction. A footnote states these shares were required to be sold to cover tax withholding obligations related to the RSU vesting, and do not represent a discretionary trade. Following these transactions, he holds 931,449 Class A shares directly, along with additional indirect holdings through the SHFA Family Trust (224,853 shares), the SHFA 2021 Nominee Trust (1,718,029 shares), and the Fredette Family Nominee Trust (66,896 shares).

Positive

  • None.

Negative

  • None.
Insider Fredette Stephen
Role President
Sold 9,146 shs ($264K)
Type Security Shares Price Value
Sale Class A Common Stock 9,146 $28.849 $264K
Exercise Restricted Stock Units 5,697 $0.00 --
Exercise Restricted Stock Units 5,651 $0.00 --
Exercise Restricted Stock Units 3,859 $0.00 --
Exercise Restricted Stock Units 4,403 $0.00 --
Exercise Class A Common Stock 5,697 $0.00 --
Exercise Class A Common Stock 5,651 $0.00 --
Exercise Class A Common Stock 3,859 $0.00 --
Exercise Class A Common Stock 4,403 $0.00 --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 931,449 shares (Direct, null); Restricted Stock Units — 17,093 shares (Direct, null); Class A Common Stock — 66,896 shares (Indirect, By the Fredette Family Nominee Trust)
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.
Shares sold 9,146 shares Class A Common Stock sold on July 2, 2026 at $28.849
Sale price $28.849/share Average price for 9,146 Toast Class A shares sold
RSU conversions 19,610 shares Class A shares from RSU vesting on July 1, 2026 at $0.00
Direct holdings after transactions 931,449 shares Direct Toast Class A ownership following sale and RSU vesting
SHFA Family Trust holdings 224,853 shares Indirect Toast Class A holdings via SHFA Family Trust
SHFA 2021 Nominee Trust holdings 1,718,029 shares Indirect Toast Class A holdings via SHFA 2021 Nominee Trust
Fredette Family Nominee Trust holdings 66,896 shares Indirect Toast Class A holdings via Fredette Family Nominee Trust
Restricted Stock Units financial
"The Restricted Stock Units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement."
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""
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 exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
tax withholding obligations financial
"Represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs"
indirect ownership financial
"direct_or_indirect": "I", "nature_of_ownership": "By the SHFA Family Trust""
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FAQ

What did Toast (TOST) President Stephen Fredette report in this Form 4?

Stephen Fredette reported RSU vesting that converted into Class A Common Stock and a subsequent share sale. The sale was specifically to cover tax withholding obligations related to the vesting, according to the footnotes, and not a discretionary trade in Toast stock.

How many Toast (TOST) shares did Stephen Fredette sell and at what price?

He sold 9,146 shares of Toast Class A Common Stock at an average price of about $28.849 per share. The Form 4 notes this transaction as an open-market sale carried out to satisfy tax withholding obligations tied to restricted stock unit vesting.

How many Toast (TOST) shares did Stephen Fredette acquire from RSU vesting?

Vesting of Restricted Stock Units converted into 19,610 shares of Toast Class A Common Stock on July 1, 2026. The RSUs convert into Class A shares on a one-for-one basis upon vesting and settlement, reflecting equity-based compensation rather than market purchases.

What are Stephen Fredette’s direct Toast (TOST) share holdings after these transactions?

After the reported transactions, Stephen Fredette directly owns 931,449 shares of Toast Class A Common Stock. This figure reflects his position following the RSU conversions and the tax-related sale and helps indicate that he retains a substantial direct equity stake in the company.

What indirect Toast (TOST) holdings are reported for Stephen Fredette?

The filing lists indirect ownership through three trusts: 224,853 shares held by the SHFA Family Trust, 1,718,029 shares by the SHFA 2021 Nominee Trust, and 66,896 shares by the Fredette Family Nominee Trust. These positions are reported as indirect holdings of Toast Class A Common Stock.

Do the reported Toast (TOST) share sales indicate discretionary selling by Stephen Fredette?

The Form 4 footnotes state the 9,146 shares sold were required to cover tax withholding obligations on RSU vesting. This means the transaction is described as tax-driven rather than a discretionary decision to reduce exposure to Toast Class A Common Stock.
SEC Form 4
FORM 4UNITED 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 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock07/01/2026M5,697A(1)926,682D
Class A Common Stock07/01/2026M5,651A(1)932,333D
Class A Common Stock07/01/2026M3,859A(1)936,192D
Class A Common Stock07/01/2026M4,403A(1)940,595D
Class A Common Stock07/02/2026S(2)9,146D$28.849931,449D
Class A Common Stock66,896IBy the Fredette Family Nominee Trust
Class A Common Stock1,718,029IBy the SHFA 2021 Nominee Trust
Class A Common Stock224,853IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)07/01/2026M5,697 (3) (3)Class A Common Stock5,697$017,093D
Restricted Stock Units(1)07/01/2026M5,651 (4) (4)Class A Common Stock5,651$039,560D
Restricted Stock Units(1)07/01/2026M3,859 (5) (5)Class A Common Stock3,859$042,443D
Restricted Stock Units(1)07/01/2026M4,403 (6) (6)Class A Common Stock4,403$066,049D
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:
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 Fredette07/06/2026
** Signature of Reporting PersonDate
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)