OLO Insider Sale: Sherri Manning Sells RSU Shares for Tax Withholding

Rhea-AI Filing Summary

Olo Inc. insider sale by Chief People Officer — The Form 4 reports that Sherri Manning, Chief People Officer of Olo Inc. (OLO), sold 5,608 shares of Class A common stock on 09/05/2025 at a weighted average price of $10.2544 per share. The filing states the sale was to satisfy tax withholding obligations related to the vesting and settlement of restricted stock units and is not a discretionary trade. After the sale, Manning beneficially owned 292,318 shares, held directly. The form is signed by an attorney-in-fact on 09/09/2025.

Insights

Financial Analyst

TL;DR Insider completed a routine tax-withholding sale of vested RSU shares; ownership remains substantial and this is non-discretionary.

The reported transaction is a non-discretionary sale of 5,608 Class A shares at a weighted average price of $10.2544 to cover tax withholding on vested restricted stock units. Such transactions are common following equity vesting and generally do not signal changes to executive outlook or company operations. The reporting person retains 292,318 shares, indicating continued economic interest.

Corporate Governance Expert

TL;DR This Form 4 documents a routine withholding sale tied to RSU vesting; disclosure appears complete and compliant.

The filing discloses the nature of the sale as tax-related rather than a discretionary trade, which aligns with Rule 10b5-1 and Form 4 expectations for transparency. The signature by an attorney-in-fact and the explanation of weighted average pricing meet standard disclosure practices. No governance concerns are evident from the information provided.

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
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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^*

Manning Sherri

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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	09/05/2025		S(1)		5,608	D	$10.2544(2)	292,318	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. Represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units, and does not represent a discretionary trade by the Reporting Person.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $10.25 to $10.26, inclusive. Full information regarding the number of shares sold at each separate price can be furnished to the Issuer, any security holder of the Issuer, or the SEC staff upon request.

	/s/ Jennifer C. Wong, Attorney-in-Fact	09/09/2025
	** 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 did Sherri Manning (OLO) report on Form 4?

The filing reports a sale of 5,608 Class A shares on 09/05/2025 at a weighted average price of $10.2544 per share to cover tax withholding on vested RSUs.

Was the sale by Sherri Manning a discretionary trade?

No. The Form 4 states the shares were sold to satisfy tax withholding obligations related to RSU vesting and did not represent a discretionary trade.

How many Olo (OLO) shares does Sherri Manning own after the transaction?

After the reported sale, Manning beneficially owned 292,318 shares of Class A common stock, held directly.

What price range were the shares sold at according to the filing?

The filing notes a weighted average price of $10.2544, with individual sale prices ranging from $10.25 to $10.26 inclusive.

Who signed the Form 4 and when?

The Form 4 was signed by Jennifer C. Wong, Attorney-in-Fact on 09/09/2025.