Elworthy Brian R 4

What Happened

• Brian R. Elworthy, General Counsel of Toast, exercised options and sold common stock on May 29, 2026. He exercised 54,000 shares at an exercise price of $2.21 (cost $119,340). On the same day he sold 92,864 shares at a weighted avg $25.85 (proceeds $2,400,163) and 15,136 shares at a weighted avg $26.15 (proceeds $395,867), for total open-market proceeds of approximately $2,796,030. The report also shows a disposition of 54,000 shares reported at $0 (reported as a derivative disposition), consistent with shares surrendered or net-settled in connection with the exercise.

Key Details

• Transaction date: May 29, 2026; Form 4 filed June 2, 2026 (filing flagged late).
• Sales: 92,864 shares at weighted avg $25.85 (prices ranged $25.105–$26.10) and 15,136 shares at weighted avg $26.15 (prices ranged $26.11–$26.24).
• Exercise: 54,000 shares exercised at $2.21 per share (total $119,340). An additional 54,000 shares are reported disposed at $0 (likely share surrender/net settlement).
• Total open-market sale proceeds: ~ $2.80M.
• Footnotes: Trades were executed under a Rule 10b5-1 trading plan adopted Feb 27, 2026; options were fully vested as of the exercise date; weighted-average sale prices reported with price ranges (details available on request).
• Shares owned after transaction: not specified in this filing.

Context

• The filing shows an option exercise followed by significant open-market selling. The $0 disposition line is commonly used when shares are surrendered/withheld to cover exercise costs or taxes (i.e., a net or cashless settlement) — the filing reports the mechanics but not the precise settlement method.
• Sales were conducted under a pre-established 10b5-1 plan, which is a routine way insiders schedule trades and can reduce the inference that the trades were timed on the basis of material nonpublic information.
• Note the Form 4 was filed late, which reduces timely transparency for investors but does not by itself indicate wrongdoing.