OLO Form 4: CFO Disposes 29,269 Shares to Cover Taxes at ~$10.25

Rhea-AI Filing Summary

Peter J. Benevides, Chief Financial Officer of Olo Inc. (OLO), reported a sale of Class A common stock on 09/05/2025 to satisfy tax withholding on vested restricted stock units. The filing shows 29,269 shares sold at a weighted-average price of $10.2547 (individual sale prices ranged from $10.25 to $10.26). After the transaction the reporting person’s beneficial ownership is reported as 672,792 shares. The filing states the sale was made to cover tax withholding obligations and was not a discretionary trade. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 09/09/2025.

Insights

Financial Analyst

TL;DR: Routine RSU tax-withholding sale by Olo CFO; small relative change, no discretionary selling indicated.

The reported sale of 29,269 shares at an approximate weighted-average price of $10.2547 was executed to cover tax withholding on settled restricted stock units. The filing explicitly states this was not a discretionary trade, which typically reduces signaling risk from insider selling. The post-transaction beneficial ownership is listed as 672,792 shares, indicating the CFO retains a significant equity stake. Given the disclosure, this transaction appears administrative rather than a change in confidence or strategy.

Corporate Governance Expert

TL;DR: Proper Section 16 disclosure of RSU withholding sale; timing and explanation align with standard compliance practice.

The Form 4 provides the required Section 16 disclosure showing the sale date, quantity, and weighted-average price, with an explicit explanation that the shares were sold to satisfy tax withholding upon vesting. The filing includes a signature by an attorney-in-fact and identifies the reporting person as CFO, fulfilling procedural requirements. There is no indication of an agreement to sell outside of tax-related withholding, and the filing does not disclose any other trades or derivative activity.

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^*

Benevides Peter J.

(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 Financial 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)		29,269	D	$10.2547(2)	672,792	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 OLO CFO Peter J. Benevides report on Form 4?

The Form 4 reports a sale of 29,269 shares of Olo Class A common stock on 09/05/2025 to cover tax withholding tied to vested restricted stock units.

At what price were the OLO shares sold in the Form 4?

The filing reports a weighted-average price of $10.2547; individual sale prices ranged from $10.25 to $10.26.

How many OLO shares does the reporting person beneficially own after the transaction?

The Form 4 lists 672,792 shares as the amount of securities beneficially owned following the reported transaction.

Was the sale by the CFO a discretionary trade?

No. The filing specifies the sale represents shares sold to cover tax withholding and expressly states it does not represent a discretionary trade by the reporting person.

Who signed the Form 4 for the reporting person and when?

The Form 4 was signed by Jennifer C. Wong, Attorney-in-Fact on 09/09/2025 on behalf of the reporting person.