Olo Form 4: CFO’s RSUs vested and stock/options converted to cash

Rhea-AI Filing Summary

Peter J. Benevides, Chief Financial Officer of Olo Inc., reported transactions tied to the Merger Agreement dated July 3, 2025, completed on September 12, 2025, when Olo became a wholly owned subsidiary of Olo Parent, Inc. At the Effective Time each outstanding share of Olo common stock was converted into the right to receive $10.25 in cash per share. The filing shows 728,859 Class A shares issued on vesting of performance-based restricted stock units and a simultaneous cancellation/disposition of 1,401,651 Class A shares in exchange for the merger consideration, leaving the reporting person with 0 shares of Class A common stock following the transactions. Multiple vested, in-the-money stock options totaling 946,288 options were cancelled and converted into cash payments per the merger terms.

Positive

• Merger provided a defined cash consideration of $10.25 per share for each outstanding share of Olo common stock
• Performance-based RSUs vested and were recognized immediately prior to the Effective Time, converting into Class A shares before cash settlement
• Vested in-the-money stock options were converted into cash Option Payments per the Merger Agreement, resolving option exposure

Negative

• Reporting person holds 0 shares of Class A common stock following the reported transactions
• All specified vested stock options were cancelled, eliminating potential future equity upside tied to those grants

Insights

Financial Analyst

TL;DR The insider was cashed out under a $10.25-per-share merger; equity awards and vested options were converted to cash.

The Form 4 documents a corporate change of control that resulted in a full cash-out of outstanding common shares and vested equity awards. The reporting person recognized the vesting of performance-based restricted stock units immediately before the Effective Time, which were converted into Class A shares and then cancelled for cash at $10.25 per share. Several vested stock options with exercise prices below the merger price were likewise cancelled and converted into cash Option Payments. For investors, this is a liquidity event that finalizes insider equity positions and settles option exposures via contractual cash payments specified by the Merger Agreement.

Corporate Governance Expert

TL;DR The filing reflects routine Section 16 reporting around a merger-caused equity cancellation and cash-out of insider awards.

The disclosures are consistent with standard merger mechanics: a board-determined PSU payout immediately prior to the Effective Time, automatic conversion/cancellation of outstanding shares, and cash settlement of vested, in-the-money options as defined by the Merger Agreement. The Form 4 properly identifies the relationship of the reporting person, details the number of shares and options affected, and references the contractual merger terms including the per-share Merger Consideration of $10.25. No non-standard governance events or unexplained related-party transactions are disclosed in this filing.

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^*

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)
09/12/2025

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)		728,859(2)	A	$0	1,401,651	D
Class A Common Stock	09/12/2025		D(1)		1,401,651	D	(3)	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)			273,938	(4)	04/25/2026	Class B Common Stock	273,938	$0	0	D
Stock Option (Right to Buy)	$1.67	09/12/2025		D(1)			127,500	(4)	02/05/2028	Class B Common Stock	127,500	$0	0	D
Stock Option (Right to Buy)	$2.74	09/12/2025		D(1)			334,900	(4)	01/20/2030	Class B Common Stock	334,900	$0	0	D
Stock Option (Right to Buy)	$9.72	09/12/2025		D(1)			209,950	(4)	01/31/2031	Class B Common Stock	209,950	$0	0	D

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 to the Reporting Person of which all fully vested as of 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. 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 ("Merger Consideration"), without interest, less any applicable withholding taxes.

4. 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.

	/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 OLO insider Peter J. Benevides receive in the merger?

Per the filing, each outstanding share of Olo common stock was converted into the right to receive $10.25 in cash per share at the Effective Time.

How many Class A shares vested for the reporting person before the merger?

The filing reports 728,859 Class A shares issued on vesting of performance-based restricted stock units immediately prior to the Effective Time.

What happened to the reporting person's existing shares after the merger?

The filing shows a disposition/cancellation of 1,401,651 Class A shares for the merger consideration, leaving 0 shares beneficially owned following the transactions.

Were stock options affected by the merger?

Yes. Multiple vested, in-the-money options totaling 946,288 options were cancelled on September 12, 2025, and converted into cash Option Payments as set by the Merger Agreement.

When did the merger become effective?

The Form 4 states the Merger became effective on September 12, 2025.