Olo Form 4: RSUs, PSUs and options cashed out in merger at $10.25

Rhea-AI Filing Summary

Olo Inc. Form 4 summary: This filing reports insider transactions by Noah H. Glass in connection with a merger effective 09/12/2025. At the Effective Time, the issuer merged into a parent and became a wholly-owned subsidiary. Each outstanding share of Class A and Class B common stock was cancelled and converted into the right to receive $10.25 in cash per share. Outstanding RSUs, PSUs and certain in-the-money options were cancelled and converted into cash replacement amounts or option payments per the Merger Agreement. The reporter holds certain shares indirectly through the Glass Family Trust and disclaims beneficial ownership except to the extent of any pecuniary interest.

Positive

• Merger completed with issuer becoming a wholly-owned subsidiary, providing a clear, contractual outcome for shareholders.
• Fixed cash consideration of $10.25 per share applied to all outstanding Class A and Class B common stock.

Negative

• Reporting person no longer holds direct Class A common stock following cancellation and conversion into cash consideration.
• Large number of equity awards (RSUs, PSUs, options) were cancelled and converted into cash obligations, reducing future equity upside for holder.

Insights

Financial Analyst

TL;DR: Merger closed; equity converted to cash at $10.25 per share, eliminating public equity exposure for reported insider.

The transaction is material: the Effective Time of the merger (09/12/2025) resulted in automatic cancellation of Class A and Class B shares and conversion into a fixed cash payment of $10.25 per share. Performance-based RSUs were valued by the board as of the Effective Time and converted to cash replacement amounts subject to continued service conditions. In‑the‑money options were cancelled and converted into cash option payments equal to the excess of merger consideration over exercise price times underlying shares. For investors, this filing documents the mechanics and cash treatment of previously outstanding equity awards and shows the reporting person no longer holds direct company stock post-merger.

Corporate Governance Expert

TL;DR: Governance outcome: centralized ownership via parent and contractual cash-outs for equity awards under the merger agreement.

The Merger Agreement governed treatment of all outstanding equity instruments: (i) common shares were cancelled for $10.25 cash per share; (ii) RSUs and PSUs converted into contingent cash replacement amounts with vesting/service conditions retained for payout; and (iii) vested, in‑the‑money options produced cash option payments based on the spread. The filing also discloses indirect holdings through the Glass Family Trust and the reporter's disclaimer of beneficial ownership except for pecuniary interest. These are standard post‑merger governance outcomes but are material to holders of insider awards and to any analysis of dilution or cash obligations arising from the deal.

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^*

Glass Noah H.

(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)

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

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)		1,881,837(2)	A	$0	2,148,304	D
Class A Common Stock	09/12/2025		D(1)		2,148,304(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
Stock Option (Right to Buy)	$1.67	09/12/2025		D(1)			5,809,070	(6)	01/11/2026	Class B Common Stock	5,809,070	$0	0	D
Stock Option (Right to Buy)	$2.74	09/12/2025		D(1)			415,871	(6)	01/20/2030	Class B Common Stock	415,871	$0	0	D
Stock Option (Right to Buy)	$9.72	09/12/2025		D(1)			897,600	(6)	01/31/2031	Class B Common Stock	897,600	$0	0	D
Stock Option (Right to Buy)	$1.67	09/12/2025		D(1)			1,547,867	(6)	01/11/2026	Class B Common Stock	1,547,867	$0	0	D
Class B Common Stock	(5)	09/12/2025		D(1)			1,118,400	(5)	(5)	Class A Common Stock	1,118,400	$0	0	D
Class B Common Stock	(5)	09/12/2025		D(1)			3,604,595	(5)	(5)	Class A Common Stock	3,604,595	$0	0	I	By Trust(7)

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 all remain unvested at the Effective Time. 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 (i) 67,295 unvested and outstanding restricted stock units subject to time-based vesting conditions (the "RSUs") and (ii) 1,881,837 shares underlying unvested and outstanding PSUs. Each RSU and 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 RSU and 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 RSU or PSU multiplied by (ii) the aggregate number of shares of Issuer Common Stock subject to such RSU or PSU, as applicable, immediately prior to the Effective Time (the "Cash Replacement Amounts").

4. The Cash Replacement Amounts for the RSUs and PSUs are subject to the holder's continued service with Parent or its subsidiaries through the applicable vesting dates.

5. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of Issuer Class A Common Stock and Class B Common Stock (together, "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.

6. 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.

7. These shares are held by the Glass Family Trust (the "Trust"). The Reporting Person is the Trustee and a beneficiary of the Trust. The Reporting Person disclaims beneficial ownership of the shares owned by the Trust except to the extent of his pecuniary interest therein, if any.

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

What was the cash consideration per share in the OLO merger?

The Merger Consideration was $10.25 in cash per share for each outstanding Class A and Class B share.

When did the merger that triggered these Form 4 transactions become effective?

The Effective Time of the merger was 09/12/2025.

How were outstanding RSUs and PSUs treated in the merger?

Outstanding RSUs and PSUs were cancelled and converted into contingent cash replacement amounts, with PSU performance metrics deemed achieved by the board as of the Effective Time and payouts subject to continued service through vesting dates.

What happened to in‑the‑money stock options held by the reporting person?

Vested in‑the‑money options with exercise prices below the Merger Consideration were cancelled and converted into cash option payments equal to the excess of $10.25 over the exercise price times the underlying shares.

Does the reporting person still beneficially own shares after the transaction?

The Form 4 shows 0 Class A common shares beneficially owned following the reported transactions; certain shares are held indirectly by the Glass Family Trust, from which the reporting person disclaims beneficial ownership except for any pecuniary interest.