SCHEDULE: M33 Growth Reduces Oncology Institute Stake

M33 Growth I LP and TOI M, LLC have reduced their beneficial ownership in The Oncology Institute, Inc. through an in-kind distribution of shares to their respective partners.

Summary

• M33 Growth I LP and TOI M, LLC, along with M33 Growth I GP LLC, filed Amendment No. 5 to their Schedule 13D regarding their ownership in The Oncology Institute, Inc.
• On November 18, 2025, M33 Growth I LP distributed 2,488,182 shares of Common Stock in-kind to its limited partners.
• On the same date, TOI M, LLC distributed 590,892 shares of Common Stock in-kind to its members.
• Following these distributions, TOI M, LLC no longer beneficially owns any shares of The Oncology Institute, Inc.
• M33 Growth I LP and M33 Growth I GP LLC now collectively beneficially own 6,802,656 shares, representing 5.46% of the Issuer's Common Stock.
• This beneficial ownership includes 5,444,207 shares held directly by M33 LP and 1,358,449 shares issuable upon exercise of warrants at $1.1980 per share held by M33 LP.
• The percentage of class is calculated based on 98,381,340 shares outstanding as of November 6, 2025, plus the 1,358,449 shares issuable from warrants.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a significant reduction in beneficial ownership by key institutional investors, which can be perceived as a decrease in commitment or a strategic exit, even if an in-kind distribution.

Negatives

• A significant reduction in beneficial ownership by M33 Growth I LP and the complete divestment by TOI M, LLC could be perceived as a decrease in institutional confidence or a strategic exit by these investors.

Future Outlook

No forward-looking statements or guidance were provided in this filing, which solely reports a change in beneficial ownership.

Industry Context

This filing reflects a change in the ownership structure of The Oncology Institute, Inc. by certain institutional investors. While not directly indicative of broader industry trends, a reduction in stake by a significant investor could be observed by other market participants in the healthcare or oncology sector as they assess investment strategies.

Related Party Transactions

• M33 Growth I LP and TOI M, LLC distributed shares in-kind to their respective limited partners and members. While these are internal fund distributions, the recipients are related parties to the distributing entities.

Stakeholder Impact

• Shareholders: The reduction in beneficial ownership by M33 Growth I LP and the complete exit by TOI M, LLC shifts the ownership structure, potentially influencing market perception and liquidity. The recipients of the distributed shares become new or increased shareholders.

Key Dates

Keywords

Oncology Institute, M33 Growth, TOI M, Schedule 13D, Beneficial Ownership, Share Distribution, Institutional Investor, Common Stock, Warrants