Were the Toast (TOST) CEO’s share sales discretionary trades?

The filing states the 13,463 Toast shares sold were required to cover tax withholding obligations from RSU vesting. It explicitly notes this does not represent a discretionary trade by CEO Aman Narang, indicating a routine tax-related disposition.

Toast (NYSE: TOST) CEO covers RSU tax obligations with share sale

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Toast, Inc. CEO Aman Narang reported routine equity compensation activity and a related tax share sale. On April 1, 2026, Restricted Stock Units converted into a total of 27,503 shares of Class A Common Stock at a $0 conversion price, reflecting scheduled vesting.

On April 2, 2026, Narang disposed of 13,463 shares of Class A Common Stock at an average price of $26.187 per share. A footnote explains these shares were required to be sold to cover tax withholding obligations tied to the RSU vesting, and do not represent a discretionary trade.

Following the transactions, Narang holds 54,013 shares directly, and additional indirect positions of 300,000 shares through the Starlight 2026 Charitable Remainder Trust, 200,000 shares through The Narang Family Trust, and 100,750 shares through Starlight 2026 Trust LLC.

Insider Trade Summary

Net Seller: 13,463 shares ($352,556)

Net Sell 10 txns

Insider Narang Aman

Role CEO

Sold 13,463 shs ($353K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	13,463	$26.187	$353K
Exercise	Restricted Stock Units	6,331	$0.00	--
Exercise	Restricted Stock Units	12,597	$0.00	--
Exercise	Restricted Stock Units	8,575	$0.00	--
Exercise	Class A Common Stock	6,331	$0.00	--
Exercise	Class A Common Stock	12,597	$0.00	--
Exercise	Class A Common Stock	8,575	$0.00	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 54,013 shares (Direct); Restricted Stock Units — 25,322 shares (Direct); Class A Common Stock — 300,000 shares (Indirect, Starlight 2026 Charitable Remainder Trust)

Footnotes (1)

The Restricted Stock Units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement. 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. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2023. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2024. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2025.

Key Figures

Tax-related share sale: 13,463 shares at $26.187 RSUs converted: 27,503 shares Direct holdings after transactions: 54,013 shares +3 more

6 metrics

Tax-related share sale 13,463 shares at $26.187 Required sale on April 2, 2026 to cover RSU tax withholding

RSUs converted 27,503 shares RSUs converting into Class A Common Stock on April 1, 2026

Direct holdings after transactions 54,013 shares Class A Common Stock directly owned by CEO after reported events

Starlight 2026 Charitable Remainder Trust holdings 300,000 shares Indirect Toast Class A holdings via charitable remainder trust

The Narang Family Trust holdings 200,000 shares Indirect Class A Common Stock held through family trust

Starlight 2026 Trust LLC holdings 100,750 shares Indirect Class A Common Stock held through LLC

Key Terms

Restricted Stock Units, tax withholding obligations, charitable remainder trust, Family Trust, +1 more

5 terms

Restricted Stock Units financial

"The Restricted Stock Units ("RSUs") convert into Class A Common Stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"shares required to be sold ... to cover tax withholding obligations"

charitable remainder trust financial

"Starlight 2026 Charitable Remainder Trust"

Family Trust financial

"The Narang Family Trust"

quarterly installments financial

"The RSUs shall vest in sixteen equal quarterly installments"

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 04:31 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Narang Aman

(Last)

(First)

(Middle)

TOAST, INC.

333 SUMMER STREET

(Street)

BOSTON

MASSACHUSETTS

02210

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Toast, Inc. [ TOST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/01/2026		M		6,331	A	⁽¹⁾	46,304	D
Class A Common Stock	04/01/2026		M		12,597	A	⁽¹⁾	58,901	D
Class A Common Stock	04/01/2026		M		8,575	A	⁽¹⁾	67,476	D
Class A Common Stock	04/02/2026		S⁽²⁾		13,463	D	$26.187	54,013	D
Class A Common Stock								300,000	I	Starlight 2026 Charitable Remainder Trust
Class A Common Stock								200,000	I	The Narang Family Trust
Class A Common Stock								100,750	I	Starlight 2026 Trust LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	04/01/2026		M			6,331	⁽³⁾	⁽³⁾	Class A Common Stock	6,331	$0	25,322	D
Restricted Stock Units	⁽¹⁾	04/01/2026		M			12,597	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	12,597	$0	100,779	D
Restricted Stock Units	⁽¹⁾	04/01/2026		M			8,575	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	8,575	$0	102,892	D

Explanation of Responses:

1. The Restricted Stock Units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.

2. 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.

3. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2023.

4. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2024.

5. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2025.

Remarks:

As of the date of this Form 4, the Reporting Person also owns 18,612,840 shares of Class B common stock of the Issuer. Each Class B common stock is convertible at any time into one share of the Class A common stock of the Issuer.

	/s/ Xing Yan as Attorney-in-Fact for Aman Narang	04/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Toast (TOST) CEO Aman Narang report?

Aman Narang reported RSU vesting that converted into 27,503 Toast Class A shares and a related sale of 13,463 shares. The sale was required to cover tax withholding obligations, not a discretionary open-market trade.

How many Toast (TOST) shares did the CEO sell and at what price?

Aman Narang sold 13,463 Toast Class A shares at an average price of $26.187 per share. According to the filing, the sale covered RSU-related tax withholding obligations rather than representing a voluntary portfolio decision.

How many Toast (TOST) shares does the CEO own after these transactions?

After the reported transactions, Aman Narang holds 54,013 Toast Class A shares directly. He also has indirect holdings of 300,000 shares, 200,000 shares, and 100,750 shares through the Starlight 2026 Charitable Remainder Trust, The Narang Family Trust, and Starlight 2026 Trust LLC, respectively.

What RSU activity did Toast (TOST) disclose for its CEO?

Restricted Stock Units held by Aman Narang converted into 27,503 Toast Class A shares at a $0 conversion price. Footnotes state the RSUs vest in sixteen equal quarterly installments beginning April 1, 2023, April 1, 2024, and April 1, 2025, depending on the grant.

How do the RSU vesting schedules work for the Toast (TOST) CEO grants?

The filing explains that each RSU grant to CEO Aman Narang vests in sixteen equal quarterly installments. Specific grants begin vesting after April 1, 2023, April 1, 2024, or April 1, 2025, providing a structured, time-based equity compensation schedule.