Elworthy Brian R 4

What Happened

• Brian R. Elworthy, General Counsel of Toast, had RSUs convert/vest on April 1, 2026 totaling 10,045 shares (3,482 + 3,990 + 2,573). Those RSU shares were settled and the same 10,045 shares were reported as disposed to satisfy tax withholding (reported at $0).
• Separately, on April 2, 2026 he sold 3,664 shares in the open market at $26.19 per share, generating $95,949. The open-market sale is a cash sale (disposition) and the RSU-related disposals were to cover withholding obligations (non-discretionary).

Key Details

• Transaction dates: RSU settlement/tax withholding on 2026-04-01; open-market sale on 2026-04-02 at $26.19/share for $95,949.
• Shares involved: 10,045 shares from RSU vesting/settlement; 3,664 shares sold in open market.
• Ownership after transaction: not specified in the Form 4 provided.
• Footnotes: F1 — RSUs convert 1-for-1 into Class A common stock upon vesting. F2 — Shares sold to cover tax withholding (not a discretionary sale). F3–F5 — These RSU grants vest in 16 equal quarterly installments following Apr 1 of 2023, 2024, and 2025 respectively.
• Filing timeliness: Report filed 2026-04-03 for transactions on 2026-04-01/02; appears timely under the Form 4 reporting window.

Context

• The April 1 entries are conversions/settlements of RSUs (derivative conversions) with shares withheld/sold to cover taxes — common and not a sign of a discretionary sale. The April 2 transaction is an open-market sale and represents a realized disposition of shares.
• No indication of a 10% owner, 10b5-1 plan, or gift in this filing. As always, insider sales are factual disclosures and do not by themselves indicate management’s view of the company’s prospects.