Are the Toast (TOST) CRO’s RSU-related share sales part of a trading strategy?

The filing describes the 6,438-share sale as required solely to cover tax withholding obligations from RSU vesting. It specifies that this does not represent a discretionary trade by the reporting person, indicating it is a mechanical tax event rather than an investment decision.

Toast (NYSE: TOST) CRO sells shares to cover RSU tax obligations

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Toast, Inc. Chief Revenue Officer Jonathan Vassil reported routine equity compensation activity involving restricted stock units and related tax withholding.

On April 1, 2026, RSUs converted into 13,163 shares of Class A Common Stock at $0.00 per share as part of scheduled vesting. The filing then shows a sale of 6,438 Class A shares at $26.187 on April 2, 2026, which the footnotes explain was required to cover tax withholding obligations from the RSU vesting and was not a discretionary trade. After these transactions, Vassil directly holds 146,618 Class A shares.

Insider Trade Summary

Net Seller: 6,438 shares ($168,592)

Net Sell 7 txns

Insider Vassil Jonathan

Role Chief Revenue Officer

Sold 6,438 shs ($169K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	6,438	$26.187	$169K
Exercise	Restricted Stock Units	4,748	$0.00	--
Exercise	Restricted Stock Units	4,986	$0.00	--
Exercise	Restricted Stock Units	3,429	$0.00	--
Exercise	Class A Common Stock	4,748	$0.00	--
Exercise	Class A Common Stock	4,986	$0.00	--
Exercise	Class A Common Stock	3,429	$0.00	--

Holdings After Transaction: Class A Common Stock — 146,618 shares (Direct); Restricted Stock Units — 18,992 shares (Direct)

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: 6,438 shares at $26.187 RSUs converted: 13,163 shares Shares held after transactions: 146,618 shares +1 more

4 metrics

Tax-related share sale 6,438 shares at $26.187 Class A Common Stock sold April 2, 2026 to cover tax withholding

RSUs converted 13,163 shares RSUs converting into Class A Common Stock on April 1, 2026 at $0.00

Shares held after transactions 146,618 shares Direct Class A Common Stock holdings following reported transactions

Derivative exercises 3 RSU exercises Exercise or conversion of derivative securities tied to RSUs

Key Terms

Restricted Stock Units, tax withholding obligations, derivative security, vest in sixteen equal quarterly installments

4 terms

Restricted Stock Units financial

"The Restricted Stock Units ("RSUs") convert into Class A Common Stock on a one-for-one basis"

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

"Represents shares required to be sold ... to cover tax withholding obligations in connection with the vesting"

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

vest in sixteen equal quarterly installments financial

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

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 04:34 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^*

Vassil Jonathan

(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)

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

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		4,748	A	⁽¹⁾	144,641	D
Class A Common Stock	04/01/2026		M		4,986	A	⁽¹⁾	149,627	D
Class A Common Stock	04/01/2026		M		3,429	A	⁽¹⁾	153,056	D
Class A Common Stock	04/02/2026		S⁽²⁾		6,438	D	$26.187	146,618	D

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			4,748	⁽³⁾	⁽³⁾	Class A Common Stock	4,748	$0	18,992	D
Restricted Stock Units	⁽¹⁾	04/01/2026		M			4,986	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	4,986	$0	39,892	D
Restricted Stock Units	⁽¹⁾	04/01/2026		M			3,429	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	3,429	$0	41,157	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:

	/s/ Xing Yan as Attorney-in-Fact for Jonathan Vassil	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 did Toast (TOST) executive Jonathan Vassil report in this Form 4?

Jonathan Vassil reported RSUs converting into Class A Common Stock and a related share sale. RSUs delivered 13,163 shares at $0.00, and 6,438 shares were sold at $26.187 to cover tax withholding obligations from the vesting event.

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

The Chief Revenue Officer sold 6,438 shares of Toast Class A Common Stock at $26.187 per share. According to the footnotes, this transaction was solely to satisfy tax withholding obligations tied to RSU vesting, not a discretionary open-market sale decision.

Why did Toast (TOST) CRO Jonathan Vassil sell shares in this filing?

The filing states the shares were required to be sold to cover tax withholding obligations following RSU vesting and settlement. It explicitly notes this does not represent a discretionary trade by Jonathan Vassil, framing the sale as a mechanical tax-related transaction.

How many Toast (TOST) shares does the CRO hold after these transactions?

After the reported RSU conversions and tax-related sale, Jonathan Vassil directly holds 146,618 shares of Toast Class A Common Stock. This post-transaction holding figure reflects his continuing equity stake following the routine compensation and withholding activity.

What RSU activity did Toast (TOST) disclose for its CRO in this Form 4?

Toast disclosed that restricted stock units converted into 13,163 shares of Class A Common Stock on April 1, 2026 at a $0.00 price. The RSUs vest in sixteen equal quarterly installments following April 1, 2023, April 1, 2024, and April 1, 2025, respectively.