[8-K] Olo Inc. Reports Material Event

Rhea-AI Filing Summary

Form 8-K filed 4 Aug 2025: Olo Inc. furnished Item 2.02, attaching Exhibit 99.1 that contains its financial results for the quarter ended 30 Jun 2025. The press release is treated as “furnished,” not “filed,” limiting Exchange Act liability.

The report also highlights a pending merger between Olo and Project Hospitality Parent, LLC, to be executed via Project Hospitality Merger Sub, Inc. A preliminary proxy statement was submitted on 28 Jul 2025; a definitive proxy will be mailed to stockholders once available. Investors are urged to read these materials because they will include important information about the transaction and participants in the solicitation.

No financial tables, pro-forma data or merger terms are included in this filing. Exhibits: 99.1 (press release) and 104 (cover-page inline XBRL).

Positive

• Timely disclosure: Olo promptly furnished its Q2 2025 results press release, maintaining transparency.
• Merger progress: Filing of a preliminary proxy demonstrates forward movement on the strategic transaction.

Negative

• Missing financial data: The 8-K itself omits any revenue, EPS or margin figures, requiring separate review of Exhibit 99.1.
• Undisclosed deal terms: Consideration structure and valuation for the pending merger are not provided, leaving investors without key context.

Insights

Financial Analyst

TL;DR: 8-K furnishes Q2 release, flags pending merger; no numbers disclosed, impact unclear.

As the attachment holds all operating metrics, this 8-K offers little for immediate valuation work. The important takeaway is the procedural progress toward the Project Hospitality deal, evidenced by July’s preliminary proxy. Absent revenue, margin or consideration details, investors cannot assess earnings momentum or deal accretion. Market reaction will hinge on the numbers in Exhibit 99.1 and eventual proxy disclosures. Overall, information is routine and neutral.

Corporate Governance Expert

TL;DR: Filing advances merger process; shareholders alerted to forthcoming proxy vote.

The company satisfies SEC solicitation rules by reminding shareholders to review the definitive proxy before voting on the merger. Listing directors and officers as participants signals potential related-party oversight issues, but such identification is standard practice. Because contractual terms, board rationale and fairness opinions remain undisclosed, governance risk cannot yet be gauged. Impact is neutral until detailed proxy materials emerge.

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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): August 4, 2025

Olo Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-40213						20-2971562
(State or Other Jurisdiction of Incorporation)			(Commission File Number)						(I.R.S. Employer Identification No.)
285 Fulton Street One World Trade Center, 82nd Floor New York, NY									10007
(Address of Principal Executive Offices)									(Zip Code)

(212) 260-0895

Registrant's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

☐ 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(s)			Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share			OLO			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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.02. Results of Operations and Financial Condition.

On August 4, 2025, Olo Inc. issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Information in this Item 2.02 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for the 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 into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Additional Information and Where to Find It

In connection with the proposed transaction by and among the Company, a Delaware corporation, Project Hospitality Parent, LLC (“Parent”), a Delaware limited liability company, and Project Hospitality Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, this communication is being made in respect of the pending Merger involving the Company and Parent. The Company filed a preliminary proxy statement with the SEC on July 28, 2025, and will file with the SEC a definitive proxy statement on Schedule 14A relating to its special meeting of stockholders and may file or furnish other documents with the SEC regarding the pending Merger. When completed, the definitive proxy statement will be mailed to the Company’s stockholders. This document is not a substitute for the proxy statement or any other document which the Company may file with the SEC. INVESTORS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT REGARDING THE PENDING MERGER AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PENDING MERGER AND RELATED MATTERS.

The definitive proxy statement will be filed with the SEC and mailed or otherwise made available to the Company’s stockholders. The Company’s stockholders may obtain free copies of the documents the Company files with the SEC from the SEC’s website at www.sec.gov or through the Investors portion of the Company’s website at investors.olo.com under the link “Financials” and then under the link “SEC Filings” or by contacting the Company’s Investor Relations by e-mail at InvestorRelations@olo.com.

The definitive proxy statement will be filed with the SEC and mailed or otherwise made available to the Company’s stockholders. The Company’s stockholders may obtain free copies of the documents the Company files with the SEC from the SEC’s website at www.sec.gov or through the Investors portion of the Company’s website at investors.olo.com under the link “Financials” and then under the link “SEC Filings” or by contacting the Company’s Investor Relations by e-mail at InvestorRelations@olo.com.

Participants in the Solicitation

The Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the pending Merger. Information regarding the Company’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in the Company’s proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 24, 2025. Other information regarding the participants in the proxy solicitation and a description of their interests will be contained in the proxy statement for the Company’s special meeting of stockholders and other relevant materials to be filed with the SEC in respect of the pending Merger when they become available. These documents can be obtained free of charge from the sources indicated above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.         Description

99.1             Press Release, dated August 4, 2025, issued by Olo Inc.

104            Cover Page Interactive Data File (embedded within the inline XBRL)

SIGNATURES

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

Olo Inc.

Dated: August 4, 2025

By:			/s/ Noah H. Glass
			Noah H. Glass Chief Executive Officer (Principal Executive Officer)

FAQ

What did OLO announce in its 8-K dated August 4 2025?

The company furnished a press release with Q2 2025 results and updated investors on its pending merger with Project Hospitality Parent, LLC.

Does the filing contain OLO's Q2 2025 financial numbers?

No. The numbers are in Exhibit 99.1, which is furnished but not reproduced in the body of the 8-K.

What merger is OLO pursuing?

A proposed merger with Project Hospitality Parent, LLC, executed via Project Hospitality Merger Sub, Inc.

Where can shareholders obtain the proxy statement for the merger?

Once available, it will be filed on the SEC’s EDGAR system and posted at investors.olo.com under “SEC Filings.”

Is the press release considered "filed" or "furnished"?

It is furnished under Item 2.02, meaning it is not subject to Section 18 liability of the Exchange Act.

Which exhibits accompany this 8-K?

Exhibit 99.1 (press release) and Exhibit 104 (cover page inline XBRL).