Toast (NYSE: TOST) president reports 1,060-share sale to cover RSU taxes

Rhea-AI Filing Summary

Toast, Inc. director and president Stephen Fredette reported the automatic sale of 1,060 shares of Class A common stock on 02/03/2026 at $30.345 per share. The sale was made to cover tax withholding obligations from vesting and settlement of RSUs, so it was not a discretionary trade.

After this transaction, he directly owned 913,067 Class A shares and had additional indirect Class A holdings of 66,896 shares through the Fredette Family Nominee Trust, 1,718,029 shares through the SHFA 2021 Nominee Trust, and 224,853 shares through the SHFA Family Trust. He also owned 25,722,670 shares of Class B common stock, each convertible into one Class A share.

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

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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)
02/03/2026

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	02/03/2026		S(1)		1,060	D	$30.345	913,067	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	02/04/2026
	** 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.
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FAQ

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

Stephen Fredette reported an automatic sale of 1,060 Toast Class A shares. The sale on February 3, 2026 at $30.345 per share covered tax withholding from RSU vesting, rather than being a discretionary stock sale.

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

He sold 1,060 Class A shares of Toast at $30.345 per share. The filing states this sale was required to cover tax withholding obligations tied to the vesting and settlement of restricted stock units (RSUs).

How many Toast (TOST) Class A shares does Stephen Fredette own after the transaction?

After the transaction, he directly owned 913,067 Class A shares. He also had indirect Class A holdings of 66,896, 1,718,029, and 224,853 shares through three separate trusts associated with his family.

What does the Form 4 say about Stephen Fredette’s Toast (TOST) Class B holdings?

The filing notes that he owns 25,722,670 shares of Toast Class B common stock. Each Class B share is convertible at any time into one share of Toast Class A common stock, according to the disclosure.

Was Stephen Fredette’s Toast (TOST) stock sale a discretionary trade?

No, the Form 4 explains the 1,060-share sale was required to cover tax withholding. It was connected to the vesting and settlement of RSUs and is explicitly described as not a discretionary trade by the reporting person.

What roles does Stephen Fredette hold at Toast (TOST) according to this filing?

The filing identifies Stephen Fredette as both a director and officer of Toast. His officer title is listed as president, and he is the sole reporting person on this Form 4 submission.