Form 4: Toast President Fredette Reports RSU Vesting & Tax Sale

Toast President Stephen Fredette reported the acquisition of Class A Common Stock through RSU vesting and a subsequent sale to cover tax obligations.

Summary

• Stephen Fredette, President and Director of Toast, Inc. (TOST), reported transactions involving Class A Common Stock.
• Acquired a total of 15,207 shares of Class A Common Stock on October 1, 2025, through the vesting and settlement of Restricted Stock Units (RSUs). This includes 5,698 shares, 5,651 shares, and 3,858 shares from different RSU grants.
• Sold 7,550 shares of Class A Common Stock on October 2, 2025, at a price of $35.564 per share.
• The sale was non-discretionary, solely to cover tax withholding obligations in connection with the vesting and settlement of RSUs.
• Following these reported transactions, Fredette directly owns 898,475 shares of Class A Common Stock.
• Indirect ownership includes 66,896 shares held by the Fredette Family Nominee Trust, 1,718,029 shares by the SHFA 2021 Nominee Trust, and 224,853 shares by the SHFA Family Trust.
• Fredette also owns an aggregate of 25,722,670 shares of Class B common stock, each convertible at any time into one share of Class A common stock.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to executive compensation, specifically RSU vesting and a non-discretionary sale for tax purposes. This is a neutral event with no significant positive or negative implications for the company's operational or financial performance.

Positives

• The vesting of Restricted Stock Units (RSUs) indicates continued executive compensation and alignment of interests with shareholders.
• The acquisition of 15,207 shares of Class A Common Stock through RSU vesting increases the executive's overall beneficial ownership in the company.

Negatives

• The sale of 7,550 shares of Class A Common Stock, even for tax purposes, reduces the direct ownership stake of the reporting person.

Future Outlook

The filing details RSU vesting schedules extending into future quarterly installments, indicating ongoing compensation and potential future stock transactions as these units vest.

Management Comments

• The sale of shares was required 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 specific to an insider transaction and does not provide information directly related to broader industry trends or competitive landscape within the restaurant technology sector. It reflects standard executive compensation practices.

Related Party Transactions

• Indirect beneficial ownership of Class A Common Stock is held through the Fredette Family Nominee Trust, the SHFA 2021 Nominee Trust, and the SHFA Family Trust.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine executive compensation event and not indicative of changes in company fundamentals or strategy.
• Employees: No direct impact mentioned.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Next Steps

• Continued vesting of Restricted Stock Units (RSUs) in sixteen equal quarterly installments following April 1, 2023, April 1, 2024, and April 1, 2025, as per the established schedules.

Key Dates

Recommendation

This Form 4 reports routine insider transactions related to executive compensation (RSU vesting and tax-related sales). It does not provide new fundamental information about Toast, Inc.'s operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The sale was explicitly stated as non-discretionary for tax purposes, which is a common occurrence and not indicative of a change in management's confidence in the company. Therefore, a 'hold' recommendation is appropriate as there is no new information to alter an existing investment thesis.

Keywords

Toast, TOST, Form 4, Insider Transaction, RSU Vesting, Executive Compensation, Stock Sale, Stephen Fredette