SCHEDULE 13D/A: M33 Growth, TOI M Divest $20.7M in Oncology Institute Shares

M33 Growth I LP and TOI M, LLC sold a combined 6.7 million shares of The Oncology Institute, Inc. common stock for $3.09 per share, with M33 LP entering a 180-day lock-up agreement.

Summary

• M33 Growth I LP and TOI M, LLC, collectively referred to as Reporting Persons, filed an Amendment No. 4 to their Schedule 13D regarding their holdings in The Oncology Institute, Inc.
• On September 4, 2025, M33 Growth I LP sold 6,018,168 shares of Common Stock, and TOI M, LLC sold 681,832 shares of Common Stock.
• The shares were sold at a price of $3.09 per share in a registered Block Trade, totaling 6,700,000 shares sold for approximately $20.69 million.
• Following the sale, M33 Growth I LP and M33 Growth I GP LLC beneficially own an aggregate of 9,290,838 shares, representing 9.79% of the Issuer's common stock. This includes 7,932,389 shares and 1,358,449 shares issuable upon warrant exercise.
• TOI M, LLC beneficially owns 590,892 shares, representing 0.63% of the Issuer's common stock.
• The percentage ownership is calculated based on 93,504,767 shares outstanding as of August 5, 2025, plus shares issuable from warrants.
• M33 Growth I LP entered into a Lock-Up Agreement with B. Riley Securities, Inc., restricting further sales or transfers of shares for 180 days from September 4, 2025, until March 3, 2026.
• The lock-up period can terminate early if the closing price of the Common Stock exceeds 140% of the sale price ($4.326) for four out of five consecutive trading days.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to the significant divestment by major shareholders, which can be interpreted as a reduction in confidence. While a lock-up provides some short-term stability, the overall action is a large sale.

Positives

• The selling entities realized approximately $20.69 million in proceeds from the sale of their shares.
• The lock-up agreement provides a period of stability, preventing M33 LP from further significant sales for 180 days, subject to an early termination clause.

Negatives

• A significant block sale of 6.7 million shares by major shareholders could be perceived as a lack of confidence in the company's near-term prospects, potentially exerting downward pressure on the stock price.
• The reduction in ownership by M33 Growth I LP and TOI M, LLC decreases their direct stake and influence in The Oncology Institute, Inc.

Risks

• The market perception of a large block sale by significant shareholders could negatively impact the Issuer's stock price.
• The early termination clause of the lock-up agreement, tied to a 40% increase in stock price, could lead to further sales by M33 LP if the stock performs well, potentially capping upside.

Future Outlook

The lock-up agreement for M33 LP includes a provision for early termination if The Oncology Institute, Inc.'s common stock closing price exceeds 140% of the Block Trade sale price ($3.09 * 1.40 = $4.326) for four out of five consecutive trading days. This indicates a potential future liquidity event for M33 LP if the stock performs strongly.

Industry Context

This filing primarily details a significant shareholder's divestment and subsequent lock-up, rather than operational or strategic updates from The Oncology Institute, Inc. itself. While large block trades can influence market sentiment for a company, this specific transaction does not inherently provide broad insights into the oncology industry trends or competitive landscape. It reflects an investment firm's portfolio management decision.

Related Party Transactions

• The Block Trade involved the sale of shares by M33 Growth I LP and TOI M, LLC, which are Reporting Persons and significant shareholders of The Oncology Institute, Inc.

Stakeholder Impact

• Shareholders: Existing shareholders may experience downward pressure on the stock price due to the increased supply from the block trade and potential negative sentiment from a major investor's divestment. The lock-up agreement provides some temporary relief from further sales by M33 LP.
• Investment Community: The transaction signals a portfolio adjustment by M33 Growth, which could influence other institutional investors' perceptions and investment decisions regarding The Oncology Institute, Inc.

Next Steps

• M33 Growth I LP is restricted from selling or transferring additional shares of Common Stock until March 3, 2026, unless the early termination condition of the lock-up agreement is met.
• The market will monitor The Oncology Institute, Inc.'s stock performance for potential early termination of M33 LP's lock-up if the price exceeds $4.326 for four out of five consecutive trading days.

Key Dates

Recommendation

The significant block sale by major shareholders could exert downward pressure on the stock, suggesting caution. However, the remaining substantial stake held by M33 Growth I LP and the 180-day lock-up agreement (with an early termination clause tied to a significant price increase) indicate that these investors still have an interest in the company's performance and are not fully exiting. This creates a mixed signal, warranting a 'hold' position to observe market reaction and the company's operational performance post-sale.

Keywords

Oncology Institute, M33 Growth, TOI M, Schedule 13D, Block Trade, Share Sale, Lock-Up Agreement, SEC Filing, Institutional Investor, Common Stock