SCHEDULE: Technology Investment Dining Group Discloses 6.35% Toast Stake

Technology Investment Dining Group, LLC, controlled by Steve Papa, reported a 6.35% beneficial ownership in Toast, Inc.'s Class A Common Stock, including a significant portion pledged as collateral.

Summary

• Technology Investment Dining Group, LLC, and its sole owner, Steve Papa, beneficially own 32,728,056 shares of Toast, Inc. Class A Common Stock.
• This ownership represents 6.35% of the outstanding Class A Common Stock.
• Assuming the conversion of all Class B Common Stock into Class A, the beneficial ownership represents 5.57% of Toast's total common stock.
• A substantial portion, 11,843,646 shares of Class A Common Stock, is pledged to secure obligations under prepaid variable forward sales contracts with unaffiliated third parties.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of beneficial ownership. While a significant stake can be seen as positive, the substantial portion of pledged shares introduces a notable risk factor, balancing the overall sentiment to neutral with a slight lean towards caution.

Positives

• A significant beneficial ownership stake by Technology Investment Dining Group, LLC and Steve Papa indicates continued conviction in Toast, Inc.
• The filing is an amendment, suggesting ongoing disclosure and transparency regarding ownership changes.

Negatives

• A large portion of the shares (11,843,646 shares, approximately 36.19% of the reported beneficial ownership) is pledged as collateral, which could lead to forced sales if obligations are not met, potentially impacting share price.
• The pledging of shares for prepaid variable forward sales contracts suggests a strategy to monetize a portion of the stake while retaining some upside, but also introduces counterparty risk and potential market overhang.

Risks

• Pledged Shares: 11,843,646 shares are pledged to secure obligations under prepaid variable forward sales contracts. If the reporting person fails to meet these obligations, the pledged shares could be sold by the lenders, potentially increasing market supply and putting downward pressure on Toast, Inc.'s stock price.
• Forward Sales Contracts: The existence of prepaid variable forward sales contracts implies future delivery obligations of up to 11,843,646 shares, which could lead to future dilution or market overhang if these shares are delivered and subsequently sold by the third parties.

Future Outlook

The filing is a beneficial ownership report and does not contain forward-looking statements or guidance regarding Toast, Inc.'s future performance or operations.

Management Comments

• Steve Papa owns 100% of Technology Investment Dining Group, LLC, the registered holder of the shares of the Issuer.
• The Reporting Person beneficially owns 32,728,056 shares of Class A Common Stock, which is 6.35% of the shares of Class A Common Stock reported as outstanding in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the Securities and Exchange Commission on November 5, 2025.
• Included in the above is an aggregate of 11,843,646 shares of Class A Common Stock pledged by the Reporting Person to secure obligations under prepaid variable forward sales contracts with unaffiliated third parties, including its obligation to deliver to such third parties up to an aggregate of 11,843,646 shares of Class A Common Stock on the maturity dates of the respective contracts.

Industry Context

This filing primarily concerns a significant shareholder's ownership stake and does not provide direct insights into broader industry trends or competitive landscape for Toast, Inc. It reflects an individual investor's and associated entity's position within the restaurant technology sector.

Comparison to Industry Standards

• This filing is a standard beneficial ownership disclosure (Schedule 13G) and does not contain information suitable for comparison to industry-specific operational or financial benchmarks. It details a specific investor's stake rather than company performance against peers.

Related Party Transactions

• Steve Papa, the individual reporting person, owns 100% of Technology Investment Dining Group, LLC, the entity reporting person, establishing a direct related party relationship between the two reporting entities.

Stakeholder Impact

• Shareholders: The disclosure of a significant ownership stake by a prominent investor could influence market perception. The pledging of a large block of shares introduces potential market overhang risk if those shares are eventually sold by the counterparties to the forward contracts.
• Management: The continued significant ownership by a founder/early investor like Steve Papa could imply alignment with long-term company goals, though the pledging of shares suggests a degree of monetization.

Next Steps

• The filing does not outline any specific future actions, events, or milestones for Toast, Inc. or the reporting person beyond the contractual obligations related to the pledged shares.

Key Dates

Recommendation

The filing indicates a significant, albeit slightly reduced (as it's an amendment), ownership stake by a key investor. While the overall stake is substantial, the disclosure of a large portion of shares being pledged under variable forward sales contracts introduces a notable risk of potential future market sales, which could exert downward pressure on the stock. This factor warrants a cautious 'hold' recommendation, advising investors to monitor the implications of these pledged shares and the company's broader performance rather than initiating new positions or divesting based solely on this ownership update.

Keywords

Toast Inc, TOST, Schedule 13G, Beneficial Ownership, Steve Papa, Technology Investment Dining Group, Class A Common Stock, Pledged Shares, SEC Filing, Ownership Stake