Date of Report (Date of earliest event reported): February 15, 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)
001-40819
(Commission File Number)
45-4168768
(I.R.S. Employer Identification No.)
401 Park Drive
Boston, Massachusetts
02215
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 2.02 - Results of Operations and Financial Condition.
On February 15, 2024, Toast, Inc. announced its financial results for the fiscal quarter and fiscal year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 2.05. Costs Associated with Exit or Disposal Activities
On February 13, 2024, the Company’s board of directors (the “Board”) approved a restructuring plan designed to promote overall operating expense efficiency (the “Restructuring Plan”). The Restructuring Plan includes a reduction in force which is expected to impact approximately 550 employees, as well as certain other actions to reorganize the Company’s facilities and operations. The Company expects to complete the Restructuring Plan by the end of fiscal year 2024. As part of this Restructuring Plan, the Company expects to incur restructuring and restructuring-related charges of approximately $45 to $55 million, primarily related to severance and severance-related costs and certain other costs related to facilities. Substantially all of these charges are expected to be incurred in the first quarter of fiscal year 2024.
Information provided in this Current Report on Form 8-K including information concerning the expected amount and timing of charges and cash expenditures and expected completion of the contemplated actions are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon the Company’s current plans, assumptions, beliefs, and expectations. Forward-looking statements are subject to the occurrence of many events outside of the Company’s control. Actual results and the timing of events may differ materially from those contemplated by such forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties.
These risks and uncertainties include, among other things, the risk that the restructuring costs and charges may be greater than anticipated or incurred in different periods than anticipated; the risk that the Company’s restructuring efforts may adversely affect the Company’s internal programs and the Company’s ability to recruit and retain skilled and motivated personnel, and may be distracting to employees and management; the risk that the Company’s restructuring efforts may negatively impact the Company’s business operations and reputation; the risk that the Company’s restructuring efforts may not generate their intended benefits to the extent or as quickly as anticipated; and other risks and uncertainties included in the reports on Forms 10-K, 10-Q and 8-K and in other filings the Company makes with the Securities and Exchange Commission from time to time, available at www.sec.gov. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements contained herein speak only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
Item 8.01 Other Events
On February 13, 2024, the Board approved the authorization of a share repurchase program for the repurchase of shares of the Company’s Class A common stock, par value $0.000001 per share (the “Class A Common Stock”), in an aggregate amount of up to $250 million. The repurchase program has no expiration date, does not obligate the Company to acquire any particular amount of the Company’s Class A Common Stock, and it may be suspended at any time at the Company’s discretion.
Repurchases may be made from time to time through open market repurchases subject to market conditions, applicable legal requirements and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 of the Exchange Act. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. 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.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
