Toast, Inc.
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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Sep 30, 2025 · Filed Nov 5, 2025
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Item 5. Other Information
(c)On August 19, 2025, Brian Elworthy, our General Counsel and Corporate Secretary entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act. This trading plan provides for the sale from time to time of a maximum of 61,500 shares of our Class A common stock pursuant to the terms of the plan. This trading plan expires on May 15, 2026, or earlier if all transactions under the trading arrangement are completed. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
On September 11, 2025, Jonathan Vassil, our Chief Revenue Officer entered into a trading plan pursuant to Rule 10b5-1 of the Exchange Act. This trading plan provides for the sale from time to time of a maximum of 675,000 shares of our Class A common stock pursuant to the terms of the plan. This trading plan expires on June 30, 2026, or earlier if all transactions under the trading arrangement are completed. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).
As previously disclosed in the Form 4 filed with the SEC on August 19, 2025, on August 18, 2025, Aman Narang, our Chief Executive Officer and a member of our Board of Directors, entered into a prepaid variable share forward contract with an unaffiliated dealer, which may constitute a non-Rule 10b5-1 trading arrangement (the “PVF Contract”). The PVF Contract obligates Mr. Narang to deliver to such unaffiliated dealer up to an aggregate of 500,000 shares of our Class A common stock (or cash if cash settlement is elected). The PVF Contract is expected to be settled in August 2027.
During the fiscal quarter ended September 30, 2025, other than described in the statements above, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or any “non-Rule 10b5-1 trading agreement” (as defined in Item 408(c) of Regulation S-K).
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