Toast, Inc.
For the period ended Mar 31, 2026. Filed May 8, 2026.
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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.
Mar 31, 2026 · Filed May 8, 2026
TOST$34.67-1.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-08.
0001650164-26-000114
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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 65 previous paragraphs and 53 current paragraphs.
34 unchanged; 13 reworded; 6 added; 18 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 14 previous and 11 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 (6)
Current report
Toast is a global technology platform built for restaurant and retail businesses. From the busiest local restaurants and shops to large hospitality brands, Toast helps owners and operators manage their businesses more efficiently, drive guest demand, and build lasting success. Toast integrates software, agentic AI, payments, financial technology solutions, and hardware with a broad partner ecosystem. Powering billions of purchases throughout local commerce, Toast delivers the precision and innovation required for modern restaurant and retail environments.
Current report
As of March 31, 2026, Toast served approximately 171,000 Locations, up 22% compared to one year ago, and processed $204 billion in gross payment volume over the trailing 12 months.
Current report
Total revenue increased by 22%, for the three months ended March 31, 2026, compared to the same period in 2025. This growth was primarily driven by increases in subscription services and financial technology solutions revenue, attributable to a higher number of Locations on the Toast platform and continued product adoption.
Current report
Total costs of revenue increased by 19% for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by higher financial technology solutions costs associated with increased gross payment volume.
Current report
Total operating expenses increased by 11%, for the three months ended March 31, 2026, compared to the same period in 2025. This increase was primarily driven by higher employee-related costs, partially offset by a decrease in restructuring expenses.
Current report
During the three months ended March 31, 2026, we repurchased $327 million in Class A common stock. As of March 31, 2026, approximately $259 million remained authorized for repurchase under our share repurchase program. Between March 31, 2026 and May 6, 2026, we repurchased 2 million shares of our Class A common stock for an aggregate amount of $51 million. As of May 6, 2026, approximately $208 million remained authorized for repurchase under our share repurchase program.
Removed paragraphs (18)
Previous report
Toast is a cloud-based, all-in-one digital technology platform purpose-built for the entire restaurant community. We provide a comprehensive platform of software-as-a-service, or SaaS, products and financial technology solutions, including integrated payment processing, restaurant-grade hardware, and a broad ecosystem of third-party partners. We serve as the restaurant operating system, connecting front of house and back of house operations across service models including dine-in, takeout, delivery, catering, and retail.
Previous report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
Change in Fair Value of Warrant Liability
Previous report
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 report
Other income (expense), net
Previous 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.
Previous report
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 report
Dilution
Previous report
We calculate our fully diluted share count on an unweighted basis taking our total outstanding share count in addition to unexercised stock options, unvested restricted stock units, shares reserved for charitable donations and other securities that can be converted to common stock, such as our warrants to purchase common stock. As of September 30, 2025, our fully diluted share count was as follows:
Previous report
(1) Share amounts presented above do not give effect to potential repurchases of common stock under the treasury stock method.
Previous report
For further information see Note 7, “Stockholders’ Equity" and Note 10, “Net Income (Loss) Per Share Attributable to Common Stockholders” included in this Quarterly Report on Form 10-Q in “Notes to Condensed Consolidated Financial Statements”.
Reworded paragraphs (13)
Previous wording
Adjusted EBITDA is defined as net income (loss), adjusted to exclude stock-based compensation expense and related payroll tax expense, depreciation and amortization expense, interest income, net, income taxes and certain other items that are not considered to reflect our operating activities and performance within the ordinary course of business, such as restructuring and restructuring-related expenses, acquisition expenses, fair value adjustments on warrant liabilities, gain on warrant extinguishments, expenses related to early termination of leases (which includes associated asset impairments), and stock-based charitable contribution expense, as applicable. We have provided below a reconciliation of net income (loss), the most directly comparable GAAP financial measure, to Adjusted EBITDA.
Current wording
Adjusted EBITDA is defined as net income (loss), adjusted to exclude stock-based compensation expense and related payroll tax expense, depreciation and amortization expense, interest income, net, income taxes and certain other items that are not considered to reflect our operating activities and performance within the ordinary course of business, such as restructuring expenses, acquisition expenses, fair value adjustments on warrant liabilities, gain on warrant extinguishments, expenses related to early termination of leases (which includes associated asset impairments), and stock-based charitable contribution expense, as applicable. We have provided below a reconciliation of net income (loss), the most directly comparable GAAP financial measure, to Adjusted EBITDA.
Previous wording
We believe Adjusted EBITDA is useful for investors in comparing our financial performance to other companies and from period to period. Adjusted EBITDA is widely used by investors and securities analysts to measure a company’s operating performance without regard to items such as depreciation and amortization, interest expense, and interest income, which can vary substantially from company to company depending on their financing and capital structures and the method by which their assets were acquired. In addition, Adjusted EBITDA eliminates the impact of certain items that may obscure trends in the underlying performance of our business. Adjusted EBITDA also has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. For example, although depreciation expense is a non-cash charge, the assets being depreciated may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new asset acquisitions. In addition, Adjusted EBITDA excludes stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy. Adjusted EBITDA also does not reflect changes in, or cash requirements for, our working capital needs; interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces the cash available to us; or tax payments that may represent a reduction in cash available to us. The expenses and other items that are excluded from the calculation of Adjusted EBITDA may differ from the expenses and other items that other companies may exclude from Adjusted EBITDA when they report their financial results.
Current wording
We believe Adjusted EBITDA is useful for investors in comparing our financial performance to other companies and from period to period. Adjusted EBITDA is widely used by investors and securities analysts to measure a company’s operating performance without regard to items such as depreciation and amortization, interest expense, and interest income, which can vary substantially from company to company depending on their financing and capital structures and the method by which their assets were acquired. In addition, Adjusted EBITDA eliminates the impact of certain items that may obscure trends in the underlying performance of our business. Adjusted EBITDA also has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. The expenses and other items that are excluded from the calculation of Adjusted EBITDA may differ from the expenses and other items that other companies may exclude from Adjusted EBITDA when they report their financial results.
Previous wording
The following table reflects the reconciliation of net income (loss) to Adjusted EBITDA for each of the periods presented:
Current wording
The following table reflects the reconciliation of net income to Adjusted EBITDA for each of the periods presented:
Previous 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.
Current wording
(1)Restructuring expenses for the three months ended March 31, 2025 include $4 million of severance benefits and $3 million of stock-based compensation expense.
Previous wording
Subscription Services and Financial Technology Solutions Gross Profit (GAAP) and Non-GAAP Subscription Services and Financial Technology Solutions Gross Profit (Non-GAAP)
Current wording
Subscription Services and Financial Technology Solutions Gross Profit (GAAP) and Non-GAAP Subscription Services and Financial Technology Solutions Gross Profit
Previous wording
(1) Excludes $172 million of cash held on behalf of customers and $76 million of restricted cash.
Current wording
(1) Excludes $241 million of cash held on behalf of customers and $74 million of restricted cash.
Previous wording
(2) Excludes $123 million of cash held on behalf of customers and $59 million of restricted cash.
Current wording
(2) Excludes $159 million of cash held on behalf of customers and $71 million of restricted cash.
Previous 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.
Current wording
The net decrease in cash, cash equivalents and marketable securities in the three months ended March 31, 2026 was primarily driven by cash used in financing activities of $227 million and cash used in investing activities of $75 million, partially offset by cash provided by operating activities of $129 million (which excludes changes in the balance of restricted cash).
Previous 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.
Current wording
The increase in net cash provided by operating activities during the three months ended March 31, 2026, compared to the same period in 2025, was primarily driven by net income of $126 million during the three months ended March 31, 2026 as compared to a net income of $56 million during the same period last year. This increase was partially offset by lower non-cash adjustments, primarily attributable to decreases in depreciation and amortization and stock-based compensation.
Previous 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.
Current wording
The increase in net cash used in investing activities during the three months ended March 31, 2026, compared to the same period in 2025, was primarily driven by an increase in cash paid to purchase marketable securities.
Previous wording
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 wording
The increase in net cash used in financing activities during the three months ended March 31, 2026, compared to the same period in 2025, was primarily driven by an increase in cash paid to repurchase our shares.
Previous wording
During 2021 we entered into a senior secured credit facility, or the 2021 Facility, which we subsequently amended on March 2, 2023, to replace the London Interbank Offered Rate, or LIBOR with the Secured Overnight Financing Rate, or SOFR. On May 6, 2025, we amended and restated our 2021 Facility to increase the available revolving commitments from $330 million to $350 million and to extend the term of the 2021 Facility to May 6, 2030. We were in compliance with all financial covenants as of September 30, 2025. As of September 30, 2025, there were no borrowings outstanding on the 2021 Facility and outstanding letters of credit totaled $4 million. As of September 30, 2025, our total available borrowing capacity under the 2021 Facility was $346 million.
Current wording
During 2021 we entered into a senior secured credit facility, or the 2021 Facility, which we subsequently amended on March 2, 2023, to replace the London Interbank Offered Rate, or LIBOR with the Secured Overnight Financing Rate, or SOFR. On May 6, 2025, we amended and restated our 2021 Facility to increase the available revolving commitments from $330 million to $350 million and to extend the term of the 2021 Facility to May 6, 2030. We were in compliance with all financial covenants as of March 31, 2026. As of March 31, 2026, there were no borrowings outstanding on the 2021 Facility and outstanding letters of credit totaled $3 million. As of March 31, 2026, our total available borrowing capacity under the 2021 Facility was $347 million.
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 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.
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, par value $0.000001 per share, in an aggregate amount of up to $250 million. On February 10, 2026, our board of directors approved an increase of $500 million to our previously authorized share repurchase program for the repurchase of shares of our Class A common stock. 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.