Aman Narang - 18 Aug 2025 Form 4 Insider Report for Toast, Inc. (TOST)

Signature
/s/ Xing Yan as Attorney-in-Fact for Aman Narang
Issuer symbol
TOST
Transactions as of
18 Aug 2025
Net transactions value
$0
Form type
4
Filing time
19 Aug 2025, 19:10:26 UTC
Previous filing
06 Aug 2025
Next filing
03 Oct 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Narang Aman CEO, Director TOAST, INC., 333 SUMMER STREET, BOSTON /s/ Xing Yan as Attorney-in-Fact for Aman Narang 19 Aug 2025 0001869139

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 TOST Variable Prepaid Forward (obligation to sell) Other +500,000 500,000 18 Aug 2025 Class A Common Stock 500,000 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On August 18, 2025, the Reporting Person executed a prepaid variable share forward contract (the "Contract") under Rule 144 with an unaffiliated dealer on the Class A Common Stock (the "Subject Shares") of Toast, Inc. (the "Issuer"). Pursuant to the Contact, the Reporting Person received an upfront cash payment of approximately $17.6 million in exchange for agreeing to deliver to the dealer up to 500,000 of the Subject Shares (the "Maximum Number of Shares") or an equivalent amount of cash if the Reporting Person elects cash settlement of the Contract. The number of shares to be delivered (or amount of cash to be paid), will be determined based on the closing price per share of the Subject Shares on the valuation date (the "Settlement Price"), but will not exceed the Maximum Number of Shares.
F2 The number of Subject Shares to be delivered (or amount of cash to be paid) to the dealer at settlement will be determined as follows: (A) if the Settlement Price is less than or equal to $38.18 (the "Floor Price"), the Reporting Person will deliver the Maximum Number of Shares; (B) if the Settlement Price is less than or equal to $53.54 (the "Cap Price"), but greater than the Floor Price, the Reporting Person will deliver a variable number of Subject Shares; and (C) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver a minimum number of 356,555 shares of Subject Shares, but will not exceed the Maximum Number of Shares. The Contract is expected to be settled in August 2027.
F3 Under the Contract, the Reporting Person pledged a number of shares of the Issuer's Class B common stock (the "Pledged Shares") to the dealer. The Reporting Person retains beneficial ownership and voting rights of the Pledged Shares unless and until the Reporting Person elects to physically settle the Contract.

Remarks:

As of the date of this Form 4, the Reporting Person continues to own 18,912,840 shares of the Issuer's Class B common stock. Each share of Class B common stock is convertible at any time into one share of the Issuer's Class A common stock.