OLO insider disposals disclosed after merger; $10.25 per share cash consideration

Rhea-AI Filing Summary

Insider report of share dispositions following a merger: The reporting person, a director and 10% owner, disclosed that all outstanding Class A common shares of Olo Inc. were cancelled at the merger effective time and converted into a cash payment of $10.25 per share (net of applicable withholding). The Form 4 shows the reporting person (directly and indirectly) disposed of 533,081 Class A shares in three lines: 117,655 shares directly, 409,426 shares indirectly by Raine Associates II LP, and 6,000 shares indirectly by a family member, leaving 0 shares beneficially owned following the transaction. The dispositions were made pursuant to an Agreement and Plan of Merger under which the issuer became a wholly owned subsidiary of the acquiring parent.

Positive

• Clear documentation that the merger converted each share into $10.25 cash, providing certainty on consideration
• Complete disclosure of direct and indirect disposals totaling 533,081 Class A shares, leaving zero reported beneficial ownership
• Transaction executed under merger agreement, indicating orderly corporate process rather than opportunistic insider selling

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider disposed of all reported OLO Class A shares for $10.25 per share due to a merger that converted equity to cash.

The Form 4 documents a complete elimination of the reporting person's Class A common stock position as a result of a merger that converted each outstanding share into $10.25 in cash. The transaction is procedural to the acquisition and not a voluntary open-market sale, so it primarily reflects completion of the deal rather than a trading judgment by management. For investors, the key quantifiable outcome is the fixed cash consideration per share and the removal of these shares from public float.

Corporate Governance Expert

TL;DR: This filing confirms enforcement of merger terms converting equity to cash and disclosing insider-level impacts and indirect holdings.

The report appropriately discloses both direct and indirect holdings and includes the required disclaimer regarding beneficial ownership of partnership-held shares. The filing clarifies that the disposals occurred pursuant to the merger agreement and not under a discretionary sale plan. Governance-wise, the disclosure meets Section 16 requirements by reporting disposals tied to a corporate transaction and by specifying the nature of indirect ownership through an entity and a family member.

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^*

Gardner Brandon

(Last) (First) (Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET

(Street)

NEW YORK NY 10022

(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	X	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)		117,655	D	(2)	0	D
Class A Common Stock	09/12/2025		D(1)		409,426	D	(2)	0	I	By Raine Associates II LP(3)
Class A Common Stock	09/12/2025		D(1)		6,000	D	(2)	0	I	By Family Member

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.

3. Represents securities of the Issuer owned directly by Raine Associates II LP (the "LLC"). The Reporting Person disclaims beneficial ownership over the shares held by the LLC except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/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 happened to Olo Inc. (OLO) common shares in this Form 4?

All outstanding Class A shares were cancelled at the merger effective time and converted into $10.25 in cash per share pursuant to the merger agreement.

How many shares did the reporting person dispose of on the Form 4?

The reporting person disposed of a total of 533,081 Class A shares (117,655 direct; 409,426 indirect via Raine Associates II LP; 6,000 indirect via a family member).

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

The dispositions occurred pursuant to an Agreement and Plan of Merger in which the issuer became a wholly owned subsidiary of the acquiring parent, triggering automatic conversion to cash consideration.

Does the Form 4 indicate ongoing beneficial ownership by the reporting person?

No; the report shows 0 shares beneficially owned following the reported transactions.

Are the shares held by Raine Associates II LP treated as owned by the reporting person?

The reporting person disclaims beneficial ownership of the LLC-held shares except to the extent of any pecuniary interest, consistent with Section 16 disclosure conventions.