Toast CRO sells shares to cover RSU taxes

Toast, Inc. Chief Revenue Officer Jonathan Vassil reported equity compensation activity and a related tax sale of company stock.

Rhea-AI Filing Summary

Toast, Inc. Chief Revenue Officer Jonathan Vassil reported equity compensation activity and a related tax sale of company stock. On July 1, 2026, multiple batches of Restricted Stock Units (RSUs) vested and were converted into a total of 14,264 shares of Class A Common Stock, reflecting routine compensation vesting.

On July 2, 2026, Vassil sold 6,647 Class A shares at $28.849 per share. A footnote explains these shares were required to be sold to cover tax withholding obligations tied to the RSU vesting and did not represent a discretionary trade. After the transactions, he directly held 69,966 Class A shares, with an additional 84,269 shares held indirectly through The Jonathan S. Vassil Grantor Retained Annuity Trust #1 following an earlier ownership-form change exempt under Rule 16a-13.

Insights

Equity compensation analyst

Routine RSU vesting with a tax-driven sale; overall position remains sizable.

Chief Revenue Officer Jonathan Vassil reported RSU vesting that converted 14,264 RSUs into Class A Common Stock on July 1, 2026. This reflects scheduled equity compensation, with remaining RSU balances disclosed after the conversions.

On July 2, 2026, 6,647 shares were sold at $28.849 per share. A footnote states the sale was required to satisfy tax withholding obligations from the RSU vesting, not a discretionary trade. Following these moves, Vassil directly held 69,966 shares, while 84,269 shares were held in a grantor retained annuity trust, indicating he retains a substantial equity stake.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 10 txns

Insider Vassil Jonathan

Role Chief Revenue Officer

Sold 6,647 shs ($192K)

Approx. gross sale proceeds $192K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	6,647	$28.849	$192K
Exercise	Restricted Stock Units	4,748	$0.00	$0.00
Exercise	Restricted Stock Units	4,986	$0.00	$0.00
Exercise	Restricted Stock Units	3,430	$0.00	$0.00
Exercise	Restricted Stock Units	1,100	$0.00	$0.00
Exercise	Class A Common Stock	4,748	$0.00	$0.00
Exercise	Class A Common Stock	4,986	$0.00	$0.00
Exercise	Class A Common Stock	3,430	$0.00	$0.00
Exercise	Class A Common Stock	1,100	$0.00	$0.00
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 103,390 contracts (Direct); Class A Common Stock — 69,966 shares (Direct); Class A Common Stock — 84,269 shares (Indirect, The Jonathan S. Vassil Grantor Retained Annuity Trust #1)

Footnotes (7)

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. Reflects a prior transfer of 84,269 shares of Class A Common Stock from the Reporting Person to The Jonathan S. Vassil Grantor Retained Annuity Trust #1. The transfer constituted only a change in the form of beneficial ownership and was exempt under Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
3. F3. 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.
4. F4. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2023.
5. F5. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2024.
6. F6. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2025.
7. F7. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2026.

Key Figures

Shares sold for taxes: 6,647 shares Sale price per share: $28.849 per share Direct shares after transactions: 69,966 shares +3 more

6 metrics

Shares sold for taxes 6,647 shares Class A Common Stock sold at $28.849 on July 2, 2026

Sale price per share $28.849 per share Tax-withholding related sale of 6,647 Class A shares

Direct shares after transactions 69,966 shares Direct Class A Common Stock held following July 2026 activity

Indirect trust holdings 84,269 shares Class A shares held by The Jonathan S. Vassil Grantor Retained Annuity Trust #1

RSUs converted 14,264 RSUs Total RSUs exercised/converted on July 1, 2026

Remaining RSUs 34,906 RSUs Restricted Stock Units remaining after July 1, 2026 conversions

Key Terms

Restricted Stock Units, Grantor Retained Annuity Trust, Rule 16a-13, tax withholding obligations

4 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.

Grantor Retained Annuity Trust financial

"The Jonathan S. Vassil Grantor Retained Annuity Trust #1"

A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.

Rule 16a-13 regulatory

"was exempt under Rule 16a-13 of the Securities Exchange Act of 1934, as amended."

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"

FAQ

What did Toast (TOST) CRO Jonathan Vassil report in this Form 4?

Jonathan Vassil reported RSU vesting that converted 14,264 Restricted Stock Units into Class A Common Stock, plus a sale of 6,647 shares. The sale was made to cover tax withholding obligations related to the RSU vesting, according to a detailed footnote.

How many Toast (TOST) shares did the CRO sell and at what price?

He sold 6,647 Class A Common shares at a price of $28.849 per share. A footnote clarifies the transaction was required to cover tax withholding obligations from RSU vesting, rather than a discretionary open-market sale decision by the executive.

Were the Toast (TOST) share sales by the CRO discretionary trades?

No, the filing states the 6,647 shares were sold to satisfy tax withholding obligations from RSU vesting. The footnote explains this transaction was required for taxes and does not represent a discretionary trading decision by Chief Revenue Officer Jonathan Vassil.

How many Toast (TOST) shares does the CRO hold after these transactions?

After the reported transactions, Jonathan Vassil directly held 69,966 shares of Toast Class A Common Stock. Separately, 84,269 additional Class A shares were held indirectly through The Jonathan S. Vassil Grantor Retained Annuity Trust #1, reflecting a prior ownership-form change.

What do the RSU transactions in Toast (TOST) CRO’s Form 4 represent?

The RSU entries reflect scheduled vesting and conversion of 14,264 Restricted Stock Units into Class A Common Stock on July 1, 2026. Footnotes note that these RSUs vest in sixteen equal quarterly installments following specific April 1 start dates from 2023 through 2026.

What is the role of The Jonathan S. Vassil Grantor Retained Annuity Trust #1 in Toast (TOST) holdings?

The trust holds 84,269 Toast Class A shares, transferred from Jonathan Vassil in a prior transaction. A footnote explains this was merely a change in the form of beneficial ownership and was exempt under Rule 16a-13 of the Securities Exchange Act of 1934.

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Accepted by SEC EDGAR 07/06/2026 - 04:43 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^*

Vassil Jonathan

(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)
	Chief Revenue Officer

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		4,748	A	(1)	67,097(2)	D
Class A Common Stock	07/01/2026		M		4,986	A	(1)	72,083	D
Class A Common Stock	07/01/2026		M		3,430	A	(1)	75,513	D
Class A Common Stock	07/01/2026		M		1,100	A	(1)	76,613	D
Class A Common Stock	07/02/2026		S(3)		6,647	D	$28.849	69,966	D
Class A Common Stock								84,269(2)	I	The Jonathan S. Vassil Grantor Retained Annuity Trust #1

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			4,748	(4)	(4)	Class A Common Stock	4,748	$0	14,244	D
Restricted Stock Units	(1)	07/01/2026		M			4,986	(5)	(5)	Class A Common Stock	4,986	$0	34,906	D
Restricted Stock Units	(1)	07/01/2026		M			3,430	(6)	(6)	Class A Common Stock	3,430	$0	37,727	D
Restricted Stock Units	(1)	07/01/2026		M			1,100	(7)	(7)	Class A Common Stock	1,100	$0	16,513	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. Reflects a prior transfer of 84,269 shares of Class A Common Stock from the Reporting Person to The Jonathan S. Vassil Grantor Retained Annuity Trust #1. The transfer constituted only a change in the form of beneficial ownership and was exempt under Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

3. 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.

4. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2023.

5. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2024.

6. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2025.

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

Remarks:

	/s/ Xing Yan as Attorney-in-Fact for Jonathan Vassil	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)