Richard A. Barasch - 17 Jun 2025 Form 4 Insider Report for Oncology Institute, Inc. (TOI)

Role: Director
Signature: /s/ Mark Hueppelsheuser, Attorney-in-Fact for Richard Barasch
Issuer symbol: TOI
Transactions as of: 17 Jun 2025
Net transactions value: -$13.82
Form type: 4
Filing time: 24 Jun 2025, 19:17:42 UTC
Previous filing: 28 Mar 2025
Next filing: 28 Jul 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
BARASCH RICHARD A	Director	C/O THE ONCOLOGY INSTITUTE INC., 18000 STUDEBAKER RD, SUITE 800, CERRITOS	/s/ Mark Hueppelsheuser, Attorney-in-Fact for Richard Barasch	24 Jun 2025	0001076341

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TOI	Common Stock	Exercise of in-the-money or at-the-money derivative security	$813,710	+679,224	+27%	$1.20	3,234,765	17 Jun 2025	By LLC	F2, F4
transaction	TOI	Common Stock	Tax liability	$813,724	-311,128	-9.6%	$2.62	2,923,637	17 Jun 2025	By LLC	F1, F3, F4

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	TOI	Common Warrant	Exercise of in-the-money or at-the-money derivative security	$0	-679,224	-100%	$0.000000	0	17 Jun 2025	Common Stock	679,224	$1.20	By LLC	F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the net exercise of a Common Stock Purchase Warrant ("Common Warrant") to purchase shares of common stock. The Common Warrant refers to such net exercise transaction as a "Cashless Exercise." In connection with the Cashless Exercise, the Issuer and RAB Ventures (DFP) LLC entered into a Waiver Agreement, pursuant to which the Issuer agreed to waive the Common Warrant provision restricting Cashless Exercises to circumstances where the resale of the underlying shares of common stock is not covered by an effective registration statement under the Securities Act of 1933, as amended.
F2	The exercise of the Common Warrant by RAB Ventures (DFP) LLC is exempt pursuant to Rule 16b-6.
F3	RAB Ventures (DFP) LLC received 368,096 shares of common stock on a net exercise of the Common Warrant to purchase 679,224 shares of common stock. The Issuer withheld 311,128 shares of common stock underlying the Common Warrant for payment of the exercise price, using the fair market value of the common stock on the date of exercise, June 17, 2025, of $2.6154. The fair market value of the common stock was determined based on the average of the volume weighted average price on each of the five (5) consecutive trading days ending immediately prior to the date of exercise, pursuant to the terms of the Common Warrant.
F4	Securities are owned by RAB Ventures (DFP) LLC, an entity controlled by the reporting person. The reporting person disclaims beneficial ownership of these securities except to the extent of the reporting person's pecuniary interest therein.