[Form 4] Olo Inc. Insider Trading Activity

Rhea-AI Filing Summary

Joanna G. Lambert, listed as Chief Operating Officer of Olo Inc. (OLO), reported transactions tied to a merger that became effective on 09/12/2025 when Project Hospitality Merger Sub merged into Olo and Olo became a wholly-owned subsidiary of Olo Parent, Inc. At the Effective Time each outstanding share of Olo common stock was cancelled and converted into the right to receive $10.25 in cash per share. The Form 4 shows an acquisition entry of 733,024 shares (representing vested and unvested PSUs converted to shares immediately prior to the Effective Time) and a disposition of 1,619,895 shares leaving the reporting person with 0 shares after the transactions. Of the PSUs referenced, 157,137 vested at the Effective Time and 575,887 remained unvested and were converted into contingent cash replacement amounts subject to continued service through the vesting dates.

Positive

• Merger provides cash consideration of $10.25 per share, creating immediate liquidity for holders as described in the filing
• PSUs were remeasured and 157,137 vested as of the Effective Time, providing immediate value for those vested awards

Negative

• Reporting person holds 0 shares following the transaction, indicating equity ownership was fully cancelled under merger terms
• 575,887 PSUs remain unvested and were converted into contingent cash replacement amounts subject to continued service through vesting dates

Insights

Financial Analyst

TL;DR: Insider holdings were cashed out at $10.25 per share due to a merger, eliminating reported equity ownership.

The Form 4 documents a change in ownership driven entirely by a corporate merger that converted equity and PSUs into cash consideration of $10.25 per share. The reporting person recorded both an acquisition entry (reflecting shares underlying PSUs deemed to have been issued immediately prior to the Effective Time) and a disposition equal to total previously held Class A shares, resulting in zero shares post-transaction. PSUs were partly vested (157,137) and largely converted to cash replacement amounts (575,887 remain unvested but converted to contingent cash payments tied to continued service). For investors this is a structural liquidity event rather than an open-market sale; the cash consideration and cancellation of shares are dispositive facts stated in the filing.

Corporate Governance Expert

TL;DR: The insider transaction reflects merger terms that converted equity and awards into cash, with unvested awards preserved as cash contingents.

The filing confirms the Merger Agreement specified automatic cancellation of Olo common stock and conversion into $10.25 cash per share. Performance-based RSUs were remeasured by the board and partially vested at the Effective Time while the remainder converted into cash replacement amounts contingent on continued service. The signature by an attorney-in-fact and clear linkage to the Merger Agreement indicates procedural compliance for Section 16 reporting; the filing does not disclose any voluntary open-market insider sales separate from the merger consideration.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Lambert Joanna G

(Last) (First) (Middle)

C/O OLO INC., 285 FULTON STREET

ONE WORLD TRADE CENTER, 82ND FLOOR

(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)

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

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		A(1)		733,024(2)	A	$0	1,619,895	D
Class A Common Stock	09/12/2025		D(1)		1,619,895(3)(4)	D	(5)	0	D

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

Explanation of Responses:

1. This Form 4 reports transactions in connection with 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. Represents shares underlying outstanding performance-based restricted stock units ("PSUs") previously granted of which 157,137 vested as of the Effective Time and 575,887 remain unvested. The number of shares of Class A Common Stock subject to such PSUs was determined in good faith by the Company Board as of immediately prior to the Effective Time by deeming the performance metrics of such Company PSUs achieved at actual levels of performance effective as of the Effective Time.

3. Includes 575,887 shares underlying outstanding PSUs that remain unvested and subject to time-based vesting conditions at the Effective Time. Each PSU represents the contingent right to receive one share of Issuer's Class A Common Stock, par value $0.001 per share (the "Issuer Common Stock") upon vesting and settlement. Pursuant to the terms of the Merger Agreement at the Effective Time, each outstanding PSU was cancelled and extinguished and converted into a contingent right to receive solely an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (i) the Merger Consideration (as defined below) payable with respect to such PSU multiplied by (ii) the aggregate number of shares of Issuer Common Stock subject to such PSU, as applicable, immediately prior to the Effective Time (the "Cash Replacement Amounts"). The Cash Replacement Amounts for the PSUs are subject to the holder's continued service with Parent or its subsidiaries

4. through the applicable vesting dates.

5. 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.

	/s/ Jennifer C. Wong, Attorney-in-Fact	09/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction is reported in the OLO Form 4 filed by Joanna G. Lambert?

The Form 4 reports transactions tied to a merger effective 09/12/2025 in which Olo was acquired and each share was converted into the right to receive $10.25 in cash per share.

How many Olo shares did the reporting person own after the reported transaction?

Following the reported transactions the reporting person beneficially owned 0 shares of Olo Class A common stock.

What happened to performance-based restricted stock units (PSUs) in the merger?

The filing states that PSUs were remeasured by the board; 157,137 PSUs vested at the Effective Time and 575,887 PSUs remained unvested and were converted into contingent cash replacement amounts subject to continued service.

What is the Merger Consideration per share disclosed in the Form 4?

The Merger Consideration specified in the filing is $10.25 in cash per outstanding share, without interest and less applicable withholding taxes.

Does the Form 4 indicate any open-market sales by the insider?

No; the dispositions reported are the result of the Merger Agreement conversion and cancellation of shares, not open-market sales.