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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 5,809,070 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 415,871 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 897,600 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 1,547,867 | $0.00 | -- |
| Disposition | Class B Common Stock | 1,118,400 | $0.00 | -- |
| Disposition | Class B Common Stock | 3,604,595 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 1,881,837 | $0.00 | -- |
| Disposition | Class A Common Stock | 2,148,304 | $0.00 | -- |
Footnotes (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. 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. 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"). 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. 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. 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. 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.
