OLO Insider Disposes of 440,093 Shares as Company Is Acquired for $10.25

Rhea-AI Filing Summary

Olo Inc. director Kirkpatrick Lee filed a Form 4 reporting the disposition of all his Olo Class A common stock on 09/12/2025 in connection with a merger. The Form states that Project Hospitality Merger Sub merged into Olo, making Olo a wholly-owned subsidiary of Olo Parent, Inc., and that each outstanding share of Olo common stock was cancelled and automatically converted into the right to receive $10.25 in cash per share (less applicable withholding).

The filing shows reported disposals of 101,045 shares held directly and two indirect holdings of 259,048 and 80,000 shares (held in family trusts), resulting in 0 shares beneficially owned following the transactions. The report includes customary disclaimers regarding trust ownership and pecuniary interest.

Positive

• Definitive cash consideration of $10.25 per share provides liquidity to shareholders
• Insider dispositions align with merger terms, indicating orderly implementation of the Agreement and Plan of Merger

Negative

• Company taken private via merger, eliminating public ownership for the reported shares
• Reporting person no longer holds shares following the transaction, removing an insider equity stake

Insights

Financial Analyst

TL;DR: Director sold all reported OLO shares via a merger that pays $10.25 per share, fully cashing out reported holdings.

The Form 4 documents a corporate control transaction where public shareholders, including insiders, received $10.25 per share in cash. For investors this is a definitive liquidity event that ends public free float for these reported holdings. The filing quantifies insider disposals: 101,045 direct shares and 339,048 indirect shares across two trusts, leaving the reporting person with zero reported holdings. There is no indication of option or derivative activity; the change arose solely from the merger consideration described.

M&A Specialist

TL;DR: Merger closed on 09/12/2025 converting shares to $10.25 cash; insider reported full disposition consistent with merger mechanics.

The disclosure cites an Agreement and Plan of Merger dated July 3, 2025, and confirms the Effective Time of the merger as 09/12/2025. The mechanics—cancellation of outstanding common stock and automatic conversion into cash consideration—are standard for a take-private acquisition. The insider’s disposals and trust disclaimers align with typical surrender and payment procedures under a merger agreement. Material implication: reported insiders were cashed out at the stated per-share price.

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^*

Kirkpatrick Lee

(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)

X	Director		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)		101,045	D	(2)	0	D
Class A Common Stock	09/12/2025		D(1)		259,048	D	(2)	0	I	See Footnote(3)
Class A Common Stock	09/12/2025		D(1)		80,000	D	(2)	0	I	See Footnote(4)

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 shares held by the Kirkpatrick Family Trust d/t/d 9/2/1999, of which the Reporting Person and his spouse are the co-settlors and co-trustees. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

4. Represents shares held by the Kirkpatrick Family Delaware Dynasty Trust d/t/d 10/20/2021, of which the Reporting Person is the investment advisor and designated representative, and Reporting Person's spouse is the grantor and trust protector. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

	/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.
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FAQ

What did Kirkpatrick Lee report on the Form 4 for OLO?

The Form 4 reports that Kirkpatrick Lee disposed of all reported Olo Class A shares on 09/12/2025 in connection with a merger, resulting in 0 shares owned following the transactions.

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

Each outstanding share of Olo common stock was cancelled and automatically converted into the right to receive $10.25 in cash, less any applicable withholding taxes.

How many shares did the reporting person dispose of on 09/12/2025?

The filing reports disposals of 101,045 direct shares and indirect disposals of 259,048 and 80,000 shares held in family trusts, totaling 440,093 shares reported as disposed.

Why are some holdings listed as indirect in the Form 4?

The filing states those shares were held in family trusts (the Kirkpatrick Family Trust and the Kirkpatrick Family Delaware Dynasty Trust) and the reporting person disclaims beneficial ownership except for any pecuniary interest.

When did the merger become effective according to the filing?

The Form states the merger’s Effective Time was 09/12/2025.