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TOST Insider: Aman Narang Agreements for Up to 500,000 Shares, $17.6M Proceeds

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Aman Narang, CEO and director of Toast, Inc. (TOST), executed a prepaid variable share forward contract on August 18, 2025, receiving approximately $17.6 million upfront in exchange for up to 500,000 Class A equivalent shares. The contract can settle in shares or cash in August 2027 and ties the delivered amount to the stock's settlement price with a floor of $38.18 and a cap of $53.54. If the settlement price exceeds the cap, at least 356,555 shares will be delivered. Narang pledged Class B shares as collateral but retains beneficial ownership and voting rights until physical settlement. He continues to own 18,912,840 Class B shares, each convertible into one Class A share.

Positive

  • Upfront liquidity: Reporting Person received approximately $17.6 million cash for the contract.
  • Voting control retained: Pledged Class B shares remain beneficially owned with voting rights until physical settlement.
  • Capped dilution mechanics: The contract specifies a minimum delivery of 356,555 shares if price exceeds the cap, limiting upside share delivery variability.

Negative

  • Potential future dilution: Up to 500,000 Class A-equivalent shares may be delivered upon settlement, increasing free float.
  • Collateral pledge: Class B shares were pledged as security for the contract, which could be transferred if settlement terms are triggered.

Insights

TL;DR CEO executed a prepaid variable forward to monetize shares while retaining voting power and ongoing beneficial ownership.

The transaction provides liquidity to the CEO without an immediate disposition of voting control because pledged Class B shares remain beneficially owned and retain voting rights until physical settlement. The forward includes defined floor and cap prices which shape the range of potential share delivery, and the minimum delivery provision at higher settlement prices limits upside dilution of holdings. For governance, the pledge and forward are material to insider alignment and potential future share supply, but do not indicate an immediate change in board control.

TL;DR CEO raised ~ $17.6M via a prepaid variable forward covering up to 500,000 shares, with settlement mechanics tied to share price.

This structure monetizes a portion of economic exposure while deferring share delivery until August 2027 and preserves voting rights. The floor of $38.18, cap of $53.54, and minimum delivery of 356,555 shares if price exceeds the cap define the possible dilution outcome. The upfront cash proceeds and maximum share count are quantifiable and may affect future free float and potential selling pressure at settlement, depending on Toast's share price trajectory.

Insider Narang Aman
Role CEO
Type Security Shares Price Value
Other Variable Prepaid Forward (obligation to sell) 500,000 $0.00 --
Holdings After Transaction: Variable Prepaid Forward (obligation to sell) — 500,000 shares (Direct)
Footnotes (1)
  1. On August 18, 2025, the Reporting Person executed a prepaid variable share forward contract (the "Contract") under Rule 144 with an unaffiliated dealer on the Class A Common Stock (the "Subject Shares") of Toast, Inc. (the "Issuer"). Pursuant to the Contact, the Reporting Person received an upfront cash payment of approximately $17.6 million in exchange for agreeing to deliver to the dealer up to 500,000 of the Subject Shares (the "Maximum Number of Shares") or an equivalent amount of cash if the Reporting Person elects cash settlement of the Contract. The number of shares to be delivered (or amount of cash to be paid), will be determined based on the closing price per share of the Subject Shares on the valuation date (the "Settlement Price"), but will not exceed the Maximum Number of Shares. The number of Subject Shares to be delivered (or amount of cash to be paid) to the dealer at settlement will be determined as follows: (A) if the Settlement Price is less than or equal to $38.18 (the "Floor Price"), the Reporting Person will deliver the Maximum Number of Shares; (B) if the Settlement Price is less than or equal to $53.54 (the "Cap Price"), but greater than the Floor Price, the Reporting Person will deliver a variable number of Subject Shares; and (C) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver a minimum number of 356,555 shares of Subject Shares, but will not exceed the Maximum Number of Shares. The Contract is expected to be settled in August 2027. Under the Contract, the Reporting Person pledged a number of shares of the Issuer's Class B common stock (the "Pledged Shares") to the dealer. The Reporting Person retains beneficial ownership and voting rights of the Pledged Shares unless and until the Reporting Person elects to physically settle the Contract.
Form 4 Insider Transactions: What Each Field Means →
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*
Narang Aman
(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)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025
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
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
Variable Prepaid Forward (obligation to sell) (1)(2) 08/18/2025 J/K(1)(2)(3) 500,000 (1)(2) (1)(2) Class A Common Stock 500,000(1)(2)(3) (1)(2)(3) 500,000 D
Explanation of Responses:
1. On August 18, 2025, the Reporting Person executed a prepaid variable share forward contract (the "Contract") under Rule 144 with an unaffiliated dealer on the Class A Common Stock (the "Subject Shares") of Toast, Inc. (the "Issuer"). Pursuant to the Contact, the Reporting Person received an upfront cash payment of approximately $17.6 million in exchange for agreeing to deliver to the dealer up to 500,000 of the Subject Shares (the "Maximum Number of Shares") or an equivalent amount of cash if the Reporting Person elects cash settlement of the Contract. The number of shares to be delivered (or amount of cash to be paid), will be determined based on the closing price per share of the Subject Shares on the valuation date (the "Settlement Price"), but will not exceed the Maximum Number of Shares.
2. The number of Subject Shares to be delivered (or amount of cash to be paid) to the dealer at settlement will be determined as follows: (A) if the Settlement Price is less than or equal to $38.18 (the "Floor Price"), the Reporting Person will deliver the Maximum Number of Shares; (B) if the Settlement Price is less than or equal to $53.54 (the "Cap Price"), but greater than the Floor Price, the Reporting Person will deliver a variable number of Subject Shares; and (C) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver a minimum number of 356,555 shares of Subject Shares, but will not exceed the Maximum Number of Shares. The Contract is expected to be settled in August 2027.
3. Under the Contract, the Reporting Person pledged a number of shares of the Issuer's Class B common stock (the "Pledged Shares") to the dealer. The Reporting Person retains beneficial ownership and voting rights of the Pledged Shares unless and until the Reporting Person elects to physically settle the Contract.
Remarks:
As of the date of this Form 4, the Reporting Person continues to own 18,912,840 shares of the Issuer's Class B common stock. Each share of Class B common stock is convertible at any time into one share of the Issuer's Class A common stock.
/s/ Xing Yan as Attorney-in-Fact for Aman Narang 08/19/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Aman Narang report on Form 4 for Toast, Inc. (TOST)?

He executed a prepaid variable share forward on 08/18/2025 receiving about $17.6 million for up to 500,000 Class A-equivalent shares.

When will the prepaid forward for TOST settle and how is settlement determined?

The contract is expected to settle in August 2027 and the number of shares delivered (or cash paid) is determined by the closing price on the valuation date relative to the floor $38.18 and cap $53.54.

Does Aman Narang still control the pledged shares?

Yes. The Form 4 states he retains beneficial ownership and voting rights of the pledged Class B shares unless and until he elects physical settlement.

How many Class B shares does Narang continue to own?

He continues to own 18,912,840 Class B common shares, each convertible into one Class A share.

What is the minimum number of shares that could be delivered if the settlement price exceeds the cap?

If the Settlement Price is greater than the cap, at least 356,555 shares will be delivered, up to the maximum of 500,000 shares.