Stephen Fredette - Mar 7, 2025 Form 4 Insider Report for Toast, Inc. (TOST)

Signature
/s/ Xing Yan as Attorney-in-Fact for Stephen Fredette
Stock symbol
TOST
Transactions as of
Mar 7, 2025
Transactions value $
-$5,955,733
Form type
4
Date filed
3/11/2025, 04:48 PM
Previous filing
Feb 5, 2025
Next filing
Mar 14, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TOST Class A Common Stock Sale -$426K -13.1K -0.79% $32.58 1.63M Mar 7, 2025 Direct F1, F2
transaction TOST Class A Common Stock Sale -$1.06M -31.3K -1.92% $33.78 1.6M Mar 7, 2025 Direct F1, F3
transaction TOST Class A Common Stock Sale -$900K -26K -1.62% $34.63 1.57M Mar 7, 2025 Direct F1, F4
transaction TOST Class A Common Stock Gift $0 -35.2K -2.23% $0.00 1.54M Mar 7, 2025 Direct F1, F5
transaction TOST Class A Common Stock Sale -$484K -14.8K -0.64% $32.60 2.29M Mar 7, 2025 By the SHFA 2021 Nominee Trust F1, F2
transaction TOST Class A Common Stock Sale -$1.19M -35.3K -1.54% $33.78 2.25M Mar 7, 2025 By the SHFA 2021 Nominee Trust F1, F3
transaction TOST Class A Common Stock Sale -$1.01M -29K -1.29% $34.63 2.22M Mar 7, 2025 By the SHFA 2021 Nominee Trust F1, F6
transaction TOST Class A Common Stock Sale -$165K -5.06K -1.2% $32.61 415K Mar 7, 2025 By the SHFA Family Trust F1, F7
transaction TOST Class A Common Stock Sale -$411K -12.2K -2.93% $33.80 403K Mar 7, 2025 By the SHFA Family Trust F1, F8
transaction TOST Class A Common Stock Sale -$317K -9.16K -2.27% $34.64 394K Mar 7, 2025 By the SHFA Family Trust F1, F9
holding TOST Class A Common Stock 66.9K Mar 7, 2025 By the Fredette Family Nominee Trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TOST Stock Option (Right to Buy) Award $0 +114K $0.00 114K Mar 10, 2025 Class A Common Stock 114K $33.49 Direct F10
transaction TOST Restricted Stock Units Award $0 +61.7K $0.00 61.7K Mar 10, 2025 Class A Common Stock 61.7K Direct F11, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 4, 2024.
F2 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.20 to $33.19, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this price range set forth in this footnote.
F3 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.20 to $34.19, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this price range set forth in this footnote.
F4 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.20 to $34.93, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this price range set forth in this footnote.
F5 On March 7, 2025, the Reporting Person made a bona fide gift of 35,170 shares of the Issuer's Class A Common Stock with no payment in consideration.
F6 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.20 to $34.91, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this price range set forth in this footnote.
F7 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.22 to $33.20, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this price range set forth in this footnote.
F8 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.23 to $34.22, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this price range set forth in this footnote.
F9 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.23 to $34.93, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this price range set forth in this footnote.
F10 The shares underlying this option shall vest and become exercisable in sixteen equal quarterly installments following April 1, 2025.
F11 Restricted Stock Units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.
F12 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 an aggregate of 25,722,670 shares of the Class B common stock of the Issuer. Each share of Class B common stock is convertible at any time into one share of the Class A common stock of the Issuer.