Toast, Inc. — Capital/Financing Update 2024

Jul 5, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT PURSUANT

TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 3, 2024

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Toast, Inc.

(Exact name of registrant as specified in its charter)

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Delaware (State or other jurisdiction of Incorporation)	45-4168768 (I.R.S. Employer Identification No.)
333 Summer Street Boston , Massachusetts	02210
(Address of principal executive offices)	(Zip code)
( 617 ) 297-1005
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: — Title of each class	Trading Symbol	Name of each exchange on which registered
Class A common stock, par value $0.000001 per share	TOST	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 - Other Events

On July 3, 2024, Toast, Inc. (the “Company”) repurchased a warrant to purchase approximately 5.2 million shares of the Company’s Class B Common Stock, par value $0.000001 per share, at an exercise price of $17.5034 per share with an expiration date of June 19, 2027 (the “Warrant”) for an aggregate purchase price of $60,000,000 (the “Warrant Repurchase”). Upon the Warrant Repurchase, the Warrant was canceled and is no longer outstanding.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 5, 2024
By:	/s/ Brian R. Elworthy
Name:	Brian R. Elworthy
Title:	General Counsel and Corporate Secretary