Insider Form 4: Olo Merger Finalized, Major Holdings Converted to $10.25 Cash

Rhea-AI Filing Summary

Olo Inc. (OLO) Form 4: This filing reports insider transactions by David A. Frankel, a director and 10% owner. On 09/12/2025 the issuer completed a merger in which 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, less applicable taxes. The Form 4 shows a disposition of 123,242 shares of Class A common stock and reports 13,157,966 Class B shares held by Raqtinda Investments LLC, over which the reporting person shares voting and dispositive power with Peter Rosenberg; the reporting person disclaims beneficial ownership except to the extent of pecuniary interest. The form is signed by an attorney-in-fact on 09/12/2025.

Positive

• Completed merger with fixed cash consideration: Each outstanding share converted into the right to receive $10.25 in cash per share.
• Definitive liquidity event: The transaction provides a clear cash outcome for shareholders rather than ongoing equity exposure.

Negative

• Cancellation of public equity: All Class A and Class B common shares were cancelled, eliminating public equity ownership.
• Significant insider disposition: The filing reports the disposition of 123,242 Class A shares and the effective conversion of 13,157,966 Class B shares held by an LLC.

Insights

Financial Analyst

TL;DR: Merger completed with a definitive cash-out at $10.25 per share; insider holdings were cancelled and converted to cash consideration.

The transaction is material because it results in the cancellation of all outstanding common shares and a fixed cash payment of $10.25 per share. For public shareholders, a completed merger for cash is a definitive liquidity event removing ongoing equity exposure. The Form 4 confirms that a significant block of Class B shares (13,157,966) is held by an LLC controlled jointly by named parties and that the reporting person reports a disposition of Class A shares (123,242). These details clarify ownership shifts and the distribution of merger proceeds rather than ongoing equity positions.

Corporate Governance Expert

TL;DR: Corporate control transferred via merger; reporting person discloses shared control and disclaims beneficial ownership beyond pecuniary interest.

The filing documents the legal mechanics of the merger and the reporting person’s disclosure practices. It specifies that Raqtinda Investments LLC holds the large Class B position and that David Frankel shares voting and dispositive power with Peter Rosenberg, while disclaiming broader beneficial ownership. The explicit disclaimer and LLC holding structure are important for governance transparency and Section 16 reporting compliance following the change in capital structure caused by the merger.

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

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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^*

Frankel David A.

(Last) (First) (Middle)

C/O STONEHAGE FLEMING US LLC

1700 MARKET STREET, SUITE 3010

(Street)

PHILADELPHIA PA 19103

(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	X	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)		123,242	D	(2)	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
Class B Common Stock	(2)	09/12/2025		D(1)			13,157,966	(2)	(2)	Class A Common Stock	13,157,966	$0	0	I	By LLC(3)

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 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, without interest, less any applicable withholding taxes.

3. These shares are held by Raqtinda Investments LLC (the "LLC"). The Reporting Person, along with Peter Rosenberg, has shared voting and dispositive power over 13,157,966 shares of Class B common stock. The Reporting Person disclaims beneficial ownership of the shares held by the LLC except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

	/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.
* 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).
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FAQ

What did the OLO Form 4 filed by David A. Frankel report?

The Form 4 reports dispositions tied to the merger effective 09/12/2025, including 123,242 Class A shares disposed and 13,157,966 Class B shares held by Raqtinda Investments LLC.

How much cash was paid per Olo (OLO) share under the merger?

Each outstanding share of Class A and Class B common stock was converted into the right to receive $10.25 in cash, less applicable withholding taxes.

Who holds the Class B shares referenced in the filing?

The Class B shares are held by Raqtinda Investments LLC, and the reporting person shares voting and dispositive power over these shares with Peter Rosenberg.

Does David A. Frankel claim beneficial ownership of the LLC-held shares?

The reporting person expressly disclaims beneficial ownership of the LLC-held shares except to the extent of his pecuniary interest.

When did the merger and effective transactions occur?

The Form 4 reports the transaction date and merger effective time as 09/12/2025.