[Form 4] Olo Inc. Insider Trading Activity

Rhea-AI Filing Summary

Olo Inc. director Linda Rottenberg reported that on 09/12/2025 a merger closed that made Olo a wholly-owned subsidiary of Project Hospitality Parent. At the Effective Time all outstanding shares of Olo common stock were cancelled and converted into $10.25 cash per share (subject to withholding). The filing shows Ms. Rottenberg disposed of 114,435 shares of Class A common stock and 2,000 shares indirectly via spouse, leaving 0 shares beneficially owned. Several vested, in-the-money stock options were cancelled and converted into cash payments equal to the excess of $10.25 over each option's exercise price multiplied by underlying shares; the filing lists option cancellations for 514,250, 514,250 and 101,898 underlying shares at $1.67, $2.55 and $5.97 strikes respectively.

Insights

Financial Analyst

TL;DR: Merger produced definitive cash-out for equity holders and cancelled public equity and options.

The Form 4 documents a change in control transaction that materially altered capital structure: public common shares were cancelled and converted to a fixed cash consideration of $10.25 per share. For option holders, vested in-the-money options were converted into cash equal to the intrinsic value (Merger Consideration minus strike) times shares. The reported disposals by a director reduce public float and remove a governance insider's public equity stake. This is a material corporate action that finalizes exit for public investors and monetizes in-the-money option positions as cash payments.

Corporate Governance Expert

TL;DR: Director's holdings were fully disposed due to merger mechanics; governance shifts to new parent.

The filing shows the Director's ownership dropped to zero as a direct result of the merger consideration and option cancellations. The Form 4 confirms the Merger Agreement provisions for automatic cancellation and cash conversion of shares and vested in-the-money options. From a governance perspective, this removes public shareholder representation and transfers control to the acquiring parent, consistent with a standard take-private merger structure.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rottenberg Linda

(Last) (First) (Middle)

C/O ENDEAVOR GLOBAL, INC.

900 BROADWAY, SUITE 301

(Street)

NEW YORK, NY 10003

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Olo Inc. [ OLO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/12/2025		D(1)		114,435	D	(2)	0	D
Class A Common Stock	09/12/2025		D(1)		2,000	D	(2)	0	I	By: Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$1.67	09/12/2025		D(1)			514,250	(3)	10/24/2026	Class B Common Stock	514,250	$0	0	D
Stock Option (Right to Buy)	$2.55	09/12/2025		D(1)			514,250	(3)	12/02/2028	Class B Common Stock	514,250	$0	0	D
Stock Option (Right to Buy)	$5.97	09/12/2025		D(1)			101,898	(3)	11/29/2030	Class B Common Stock	101,898	$0	0	D

Explanation of Responses:

1. . This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated July 3, 2025, by and among the Issuer, Olo Parent, Inc. (f/k/a Project Hospitality Parent, LLC), a Delaware corporation ("Parent") and Project Hospitality Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). On September 12, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Parent.

2. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of Issuer Common Stock was cancelled and automatically converted into the right to receive $10.25 in cash ("Merger Consideration"), without interest, less any applicable withholding taxes.

3. Pursuant to the terms of the Merger Agreement, each outstanding stock option to purchase shares of Issuer Common Stock ("In-the-Money Company Stock Option"), that was vested, outstanding and exercisable as of the date of the Merger Agreement and had a per share exercise price that was less than the Merger Consideration was cancelled and automatically converted into the right to receive solely an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the excess, if any, of the Merger Consideration over the per share exercise price of such In-the-Money Company Stock Option and (ii) the aggregate number of shares of Issuer Common Stock underlying such In-the-Money Company Stock Option immediately prior to the Effective Time (the "Option Payments"). The holder of any canceled In-the-Money Company Stock Option was only entitled to receive the Option Payment in respect of such canceled In-the-Money Company Stock Option.

	/s/ Jennifer C. Wong, Attorney-in-Fact	09/12/2025
	** Signature of Reporting Person	Date
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