Toast president sells shares to cover RSU taxes

Toast, Inc. President Stephen Fredette reported routine equity activity tied to vesting restricted stock units.

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).

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 12 txns

Insider Fredette Stephen

Role President

Sold 9,146 shs ($264K)

Approx. gross sale proceeds $264K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	9,146	$28.849	$264K
Exercise	Restricted Stock Units	5,697	$0.00	$0.00
Exercise	Restricted Stock Units	5,651	$0.00	$0.00
Exercise	Restricted Stock Units	3,859	$0.00	$0.00
Exercise	Restricted Stock Units	4,403	$0.00	$0.00
Exercise	Class A Common Stock	5,697	$0.00	$0.00
Exercise	Class A Common Stock	5,651	$0.00	$0.00
Exercise	Class A Common Stock	3,859	$0.00	$0.00
Exercise	Class A Common Stock	4,403	$0.00	$0.00
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 165,145 contracts (Direct); Class A Common Stock — 931,449 shares (Direct); Class A Common Stock — 66,896 shares (Indirect, By the Fredette Family Nominee Trust); Class A Common Stock — 1,718,029 shares (Indirect, By the SHFA 2021 Nominee Trust); Class A Common Stock — 224,853 shares (Indirect, By the SHFA Family Trust)

Footnotes (6)

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.
6. F6. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2026.

Key Figures

Shares sold: 9,146 shares Sale price: $28.849/share RSU conversions: 19,610 shares +4 more

7 metrics

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

Key Terms

Restricted Stock Units, open-market sale, derivative exercise/conversion, tax withholding obligations, +1 more

5 terms

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""

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.

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Accepted by SEC EDGAR 07/06/2026 - 04:41 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^*

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)

X	Director		10% Owner
X	Officer (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)

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		5,697	A	(1)	926,682	D
Class A Common Stock	07/01/2026		M		5,651	A	(1)	932,333	D
Class A Common Stock	07/01/2026		M		3,859	A	(1)	936,192	D
Class A Common Stock	07/01/2026		M		4,403	A	(1)	940,595	D
Class A Common Stock	07/02/2026		S(2)		9,146	D	$28.849	931,449	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
Restricted Stock Units	(1)	07/01/2026		M			5,697	(3)	(3)	Class A Common Stock	5,697	$0	17,093	D
Restricted Stock Units	(1)	07/01/2026		M			5,651	(4)	(4)	Class A Common Stock	5,651	$0	39,560	D
Restricted Stock Units	(1)	07/01/2026		M			3,859	(5)	(5)	Class A Common Stock	3,859	$0	42,443	D
Restricted Stock Units	(1)	07/01/2026		M			4,403	(6)	(6)	Class A Common Stock	4,403	$0	66,049	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:

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	07/06/2026
	** 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)