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Toast, Inc.

For the period ended Sep 30, 2025. Filed Nov 5, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 5, 2025

TOST$34.67-1.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-06.

0001650164-25-000290

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-05.

0001650164-25-000341

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 63 previous paragraphs and 65 current paragraphs.

46 unchanged; 16 reworded; 3 added; 1 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 13 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

The increase in research and development expenses during the three and nine months ended September 30, 2025 compared to the same periods in 2024 was primarily driven by an increase in employee-related costs.

Current report

The gain recognized in other income (expense), net for the three and nine months ended September 30, 2024 was primarily attributable to the one-time extinguishment of the warrant liabilities in connection with the Warrant Repurchase in the three months ended September 30, 2024.
Removed paragraphs (1)

Previous report

Research and development expenses remained approximately flat during the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024.
Reworded paragraphs (16)

Previous wording

As of June 30, 2025, approximately 148,000 Locations, an increase of 24% year over year, processing approximately $176 billion of gross payment volume in the trailing 12 months, partnered with Toast to optimize operations, increase sales, engage guests, and maintain happy employees.

Current wording

As of September 30, 2025, approximately 156,000 Locations, an increase of 23% year over year, processing approximately $186 billion of gross payment volume in the trailing 12 months, partnered with Toast to optimize operations, increase sales, engage guests, and maintain happy employees.

Previous wording

The increase in subscription services revenue during the three and six months ended June 30, 2025 was attributable to growth in Locations on the Toast platform and the continued increase in product adoption.

Current wording

The increase in subscription services revenue during the three and nine months ended September 30, 2025 was attributable to growth in Locations on the Toast platform and the continued increase in product adoption.

Previous wording

The increase in financial technology solutions revenue during the three and six months ended June 30, 2025 was attributable to the increase in Locations on the Toast platform.

Current wording

The increase in financial technology solutions revenue for the three and nine months ended September 30, 2025 compared to the same periods in 2024 was attributable to the increase in Locations on the Toast platform.

Previous wording

The increase in subscription services costs during the three and six months ended June 30, 2025 was primarily driven by a $6 million and $15 million increase, respectively, in amortization of capitalized software and a $4 million and $9 million increase, respectively, in employee-related costs.

Current wording

The increase in subscription services costs during the three and nine months ended September 30, 2025 compared to the same periods in 2024 was primarily driven by a $4 million and $19 million increase, respectively, in amortization of capitalized software and a $5 million and $14 million increase, respectively, in employee-related costs.

Previous wording

The increase in financial technology solutions costs during the three and six months ended June 30, 2025 was due to an increase in GPV.

Current wording

The increase in financial technology solutions costs during the three and nine months ended September 30, 2025 compared to the same periods in 2024 was due to an increase in GPV.

Previous wording

The increase in sales and marketing expenses during the three and six months ended June 30, 2025 was primarily driven by a $13 million and $28 million increase, respectively, in employee-related costs, and a $9 million and $19 million increase, respectively, in marketing expenses.

Current wording

The increase in sales and marketing expenses during the three months ended September 30, 2025 compared to the same periods in 2024 was primarily driven by a $20 million increase in employee-related costs. The increase in sales and marketing expenses during the nine months ended September 30, 2025 was primarily driven by a $48 million increase in employee-related costs and a $22 million increase in marketing expenses.

Previous wording

General and administrative expenses remained approximately flat during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 was primarily driven by an $11 million increase in bad debt expense.

Current wording

The increase in general and administrative expenses during the three and nine months ended September 30, 2025 compared to the same periods in 2024 was primarily driven by an increase in bad debt expense.

Previous wording

The decrease in restructuring expenses during three months ended June 30, 2025 was driven by significant restructuring and restructuring-related expenses incurred during the three and six months ended June 30, 2024 as part of the February 2024 Restructuring Plan. See Note 8 included in this Quarterly Report on Form 10-Q in “Notes to Condensed Consolidated Financial Statements” for additional information regarding the Restructuring Plan.

Current wording

The decrease in restructuring expenses during nine months ended September 30, 2025 was driven by significant restructuring and restructuring-related expenses incurred during the nine months ended September 30, 2024 as part of the February 2024 Restructuring Plan. See Note 8 included in this Quarterly Report on Form 10-Q in “Notes to Condensed Consolidated Financial Statements” for additional information regarding the Restructuring Plan.

Previous wording

The change in fair value of warrant liability for the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024 was attributable to a combination of the change in our common stock price and a reduction of outstanding warrants from repurchase and exercises in the year ended December 31, 2024.

Current wording

The change in fair value of warrant liability for the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024 was attributable to a combination of the change in our common stock price and a reduction of outstanding warrants from repurchase and exercises.

Previous wording

(1)Restructuring and restructuring-related expenses for the three and six months ended June 30, 2025 include $1 million and $5 million, respectively, of severance benefits and nil and $3 million, respectively, of stock-based compensation expense. Restructuring and restructuring-related expenses for the three and six months ended June 30, 2024 include $1 million and $32 million, respectively, of severance benefits, $2 million and $12 million, respectively, of stock-based compensation expense, and $1 million and $2 million, respectively, of accelerated depreciation related to facilities.

Current wording

(1)Restructuring and restructuring-related expenses for the nine months ended September 30, 2025 include $5 million of severance benefits and $3 million of stock-based compensation expense. Restructuring and restructuring-related expenses for the nine months ended September 30, 2024 include $32 million of severance benefits, $12 million of stock-based compensation expense, and $2 million of accelerated depreciation related to facilities.

Previous wording

(1) Excludes $168 million of cash held on behalf of customers and $63 million of restricted cash.

Current wording

(1) Excludes $172 million of cash held on behalf of customers and $76 million of restricted cash.

Previous wording

The net increase in cash, cash equivalents and marketable securities in the six months ended June 30, 2025 was primarily due to cash provided by operating activities of $298 million (which excludes changes in the balance of restricted cash) and cash provided by financing activities of $51 million, offset by cash used in investing activities of $(16) million.

Current wording

The net increase in cash, cash equivalents and marketable securities in the nine months ended September 30, 2025 was primarily due to cash provided by operating activities of $450 million (which excludes changes in the balance of restricted cash) and cash provided by financing activities of $70 million, offset by cash used in investing activities of $20 million.

Previous wording

The increase in net cash provided by operating activities during the six months ended June 30, 2025, as compared to the same period last year, was primarily driven by net income of $136 million during the six months ended June 30, 2025 as compared to a net loss of $(69) million during the same period last year. This was partially offset by a decrease in non-cash adjustments primarily attributable to the movement of the change in fair value of our warrant liability.

Current wording

The increase in net cash provided by operating activities during the nine months ended September 30, 2025, as compared to the same period last year, was primarily driven by net income of $241 million during the nine months ended September 30, 2025 as compared to a net loss of $13 million during the same period last year. This was partially offset by a decrease in non-cash adjustments primarily attributable to the movement of the change in fair value of our warrant liability.

Previous wording

The decrease in net cash used in investing activities during the six months ended June 30, 2025, as compared to the same period last year, was primarily driven by net cash inflows from marketable securities as compared to net cash outflows from marketable securities during the same period last year in conjunction with a decrease in cash outflows related to capital expenditures.

Current wording

The decrease in net cash used in investing activities during the nine months ended September 30, 2025, as compared to the same period last year, was primarily driven by a decrease in cash outflows related to capital expenditures.

Previous wording

The increase in net cash provided by financing activities during the six months ended June 30, 2025 as compared to the same period last year was primarily driven by an increase in customer funds obligation offset by a decrease in proceeds from the issuance of common stock under equity plans.

Current wording

The increase in net cash provided by financing activities during the nine months ended September 30, 2025 as compared to the same period last year was primarily due to the nonrecurrence of the $61 million warrant repurchase in 2024.

Previous wording

In February 2024, we announced the authorization of a share repurchase program for the repurchase of shares of our Class A common stock in an aggregate amount of up to $250 million. The repurchase program has no expiration date, does not obligate us to acquire any particular amount of our Class A common stock, and may be suspended at any time at our discretion. The timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. During the six months ended June 30, 2025, we repurchased approximately 1 million shares of our Class A common stock for an aggregate amount of $31 million.

Current wording

In February 2024, we announced the authorization of a share repurchase program for the repurchase of shares of our Class A common stock in an aggregate amount of up to $250 million. The repurchase program has no expiration date, does not obligate us to acquire any particular amount of our Class A common stock, and may be suspended at any time at our discretion. The timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. During the nine months ended September 30, 2025, we repurchased approximately 2 million shares of our Class A common stock for an aggregate amount of $54 million.