SEC Form 4
FORM 4UNITED 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).
X
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Revenue Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock10/01/2026M4,748A(1)74,714D
Class A Common Stock10/01/2026M4,987A(1)79,701D
Class A Common Stock10/01/2026M3,430A(1)83,131D
Class A Common Stock10/01/2026M1,101A(1)84,232D
Class A Common Stock10/02/2026S(2)6,808D$29.35477,424D
Class A Common Stock10/02/2026M(3)6,657A$2.2184,081D
Class A Common Stock10/02/2026S(3)6,657D$30.032(4)77,424D
Class A Common Stock84,269IThe Jonathan S. Vassil Grantor Retained Annuity Trust #1
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)10/01/2026M4,748 (5) (5)Class A Common Stock4,748$09,496D
Restricted Stock Units(1)10/01/2026M4,987 (6) (6)Class A Common Stock4,987$029,919D
Restricted Stock Units(1)10/01/2026M3,430 (7) (7)Class A Common Stock3,430$034,297D
Restricted Stock Units(1)10/01/2026M1,101 (8) (8)Class A Common Stock1,101$015,412D
Stock Option (Right to Buy)$2.2110/02/2026M(3)6,657 (9)04/21/2030Class A Common Stock6,657$0279,214D
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. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30 to $30.10 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.
5. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2023.
6. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2024.
7. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2025.
8. The RSUs shall vest in sixteen equal quarterly installments following April 1, 2026.
9. The shares subject to this option are fully vested and exercisable as of the date hereof.
Remarks:
/s/ Xing Yan as Attorney-in-Fact for Jonathan Vassil10/05/2026
** Signature of Reporting PersonDate
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)