Form 4: Toast General Counsel Reports RSU Vesting & Tax Sale

Toast, Inc.'s General Counsel, Brian R. Elworthy, reported the vesting of Restricted Stock Units and a subsequent sale of shares to cover tax obligations.

Summary

• Brian R. Elworthy, General Counsel of Toast, Inc. (TOST), reported transactions involving Class A Common Stock.
• On October 1, 2025, a total of 10,043 Restricted Stock Units (RSUs) vested and converted into Class A Common Stock (3,482, 3,989, and 2,572 shares respectively).
• Following these acquisitions, direct beneficial ownership of Class A Common Stock increased to 232,911 shares before the subsequent sale.
• On October 2, 2025, 4,987 shares of Class A Common Stock were sold at a price of $35.564 per share.
• This sale was non-discretionary and executed to cover tax withholding obligations related to the RSU vesting.
• After all reported transactions, direct beneficial ownership stands at 227,924 shares of Class A Common Stock.
• Indirect beneficial ownership remains at 39,368 shares of Class A Common Stock through the Brian R. Elworthy Irrevocable Trust of 2019.
• Remaining unvested RSUs include 20,891, 39,892, and 36,012 units, each with specific quarterly vesting schedules.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions (RSU vesting and a non-discretionary tax-related sale), which are neutral in terms of company performance or outlook. It reflects standard executive compensation practices.

Positives

• The vesting of 10,043 Restricted Stock Units represents a component of executive compensation, indicating continued alignment of management interests with shareholder value.
• The RSU vesting schedules (following April 1, 2023, 2024, and 2025) demonstrate a structured, long-term incentive plan for the General Counsel.

Negatives

• A sale of 4,987 shares occurred, reducing the General Counsel's direct holdings, although it was explicitly stated as a non-discretionary sale to cover tax withholding obligations.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future financial performance or strategic direction. It solely reports past insider transactions.

Management Comments

• The sale of 4,987 shares 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.

Industry Context

This Form 4 filing is a routine disclosure of insider trading activity for a specific executive and does not provide broader industry context or trends. It reflects standard executive compensation practices involving equity awards.

Stakeholder Impact

• Shareholders: The filing provides transparency regarding executive equity compensation and holdings, which is standard for publicly traded companies.
• Employees: The RSU vesting reflects a common form of equity compensation for executives, which can be a benchmark for other employee incentive programs.

Next Steps

• Future vesting of remaining Restricted Stock Units will occur in sixteen equal quarterly installments following April 1, 2023, April 1, 2024, and April 1, 2025, respectively.

Key Dates

Keywords

Toast, TOST, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Executive Compensation, Tax Withholding, Class A Common Stock