Olo Form 4: Director Cashed Out at $10.25 Per Share After Merger

Rhea-AI Filing Summary

David Cancel, a Director of Olo Inc. (OLO), reported a disposition of 102,638 shares of Class A common stock on 09/12/2025. The Form 4 states that this disposition occurred as part of the closing of a merger under an Agreement and Plan of Merger dated July 3, 2025, in which 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, net of required withholding, and the reporting person’s beneficial ownership following the transaction is reported as 0 shares.

Positive

• Merger completed and effective as of 09/12/2025, producing a definitive outcome for shareholders
• Cash consideration specified: holders received $10.25 per share, net of applicable withholding
• Reporting person’s beneficial ownership reported as 0 shares following the transaction

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director reported cash-out disposition of all reported shares following a merger that converted each share to $10.25 cash.

This Form 4 documents a director-level insider disposing of 102,638 shares as a direct result of a merger that made the company a wholly-owned subsidiary. The filing is procedural and reflects the contractual merger consideration rather than an open-market sale. For governance reviewers, key facts are the full cancellation of outstanding common stock and the director’s resulting zero beneficial ownership. The filing contains no statements about post-merger governance, retention agreements, or continuing roles.

M&A Specialist

TL;DR: Transaction closed under the Merger Agreement; each share converted into $10.25 cash and the issuer became a wholly-owned subsidiary.

The Form 4 confirms the Effective Time of the merger on 09/12/2025 and the contractual settlement mechanism: automatic cancellation and cash-out of each outstanding common share for $10.25 per share, net of withholding. This is a clear, contractually driven disposition tied to merger consideration. The filing does not disclose financing, escrow, or holdback details, nor any contingent 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

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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^*

Cancel David

(Last) (First) (Middle)

C/O OLO INC. 285 FULTON STREET,

ONE WORLD TRADE CENTER, 82ND FLOOR

(Street)

NEW YORK NY 10007

(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)		102,638	D	(2)	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 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, 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).
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FAQ

What happened to Olo Inc. (OLO) shares on 09/12/2025?

According to the Form 4, on 09/12/2025 each outstanding share of Olo common stock was cancelled and converted into the right to receive $10.25 in cash, net of withholding, pursuant to the Merger Agreement.

How many shares did Director David Cancel dispose of?

The filing reports a disposition of 102,638 shares of Class A common stock on 09/12/2025.

What is the reporting person’s ownership after the transaction?

The Form 4 reports the reporting person’s beneficial ownership following the transaction as 0 shares.

Why were the shares disposed of according to the Form 4?

The shares were disposed of pursuant to the Agreement and Plan of Merger dated July 3, 2025, where Merger Sub merged with and into the Issuer and the Issuer became a wholly-owned subsidiary.

Was the disposition an open-market sale or part of the merger?

The Form 4 explains the disposition occurred as part of the merger consideration process; it does not describe an open-market sale.