Elworthy Brian R 4

What Happened

• Brian R. Elworthy, General Counsel of Toast, reported that a total of 13,619 restricted stock units (RSUs) converted into Class A common stock on July 1, 2026 (reported as “exercise/conversion of derivative” on the Form 4). Following vesting, 6,352 shares were sold in an open-market transaction on July 2, 2026 at $28.85 per share, generating $183,249 in proceeds. The remaining 7,267 shares from this vesting were retained.

Key Details

• Transaction dates and prices:
  • July 1, 2026: 13,619 RSUs vested/converted to common stock (reported as derivative exercise/conversion; no per-share cash price shown).
  • July 2, 2026: Open-market sale of 6,352 shares at $28.85/share for $183,249 total.
• Shares retained from this vesting: 7,267 (13,619 vested − 6,352 sold).
• Footnotes of note:
  • F1: RSUs convert one-for-one into Class A common stock upon vesting.
  • F2: The sale of shares represents shares required to be sold to cover tax withholding obligations and was not a discretionary trade by the reporting person.
  • F3–F6: Different RSU grants vest in 16 equal quarterly installments following April 1 of 2023, 2024, 2025, and 2026 (multiple grant schedules apply).
• Filing: Form filed July 6, 2026 reporting transactions on/around July 1–2, 2026; the filing date is consistent with the reporting window and shows no indication of a late filing.

Context

• These entries reflect RSU vesting and settlement rather than an independent open-market sell decision. The open-market sale was to cover tax withholding obligations (non-discretionary), which is routine after RSU vesting and does not necessarily signal a view on the company’s outlook.
• For retail investors, purchases by insiders often carry more informational weight than routine, required sales to satisfy taxes; here the primary takeaways are the RSU vesting and the tax-withholding sale.