OLO Form 4: COO Disposes 38,275 Shares for Tax Withholding at $10.25 Avg

Rhea-AI Filing Summary

Insider sale to cover taxes after RSU vesting. Joanna G. Lambert, Chief Operating Officer of Olo Inc. (OLO), reported a sale of 38,275 shares of Class A common stock on 09/05/2025 at a weighted-average price of $10.2548. After the sale she beneficially owns 886,871 shares, held directly. The filing states the shares were sold to satisfy tax-withholding obligations tied to the vesting and settlement of restricted stock units and were not a discretionary trade. The weighted-average price reflects multiple transactions between $10.25 and $10.26. The Form 4 was signed via attorney-in-fact on 09/09/2025.

Insights

Securities Analyst

TL;DR: Routine tax-withholding sale of vested RSU shares by an officer; not a signal of discretionary selling.

The filing documents a common issuance-driven sale: 38,275 shares sold to cover tax obligations from RSU settlement, with a weighted-average price of $10.2548 and remaining direct beneficial ownership of 886,871 shares. Because the disclosure explicitly states the sale was for tax withholding and not discretionary, this transaction is typically considered neutral for near-term valuation signals. The price range ($10.25–$10.26) indicates the trades occurred in a narrow band on the same date.

Corporate Governance Expert

TL;DR: Proper Section 16 disclosure of a non-discretionary withholding sale, executed through counsel, aligns with compliance norms.

The Form 4 identifies the reporting person as the COO and records the sale as a withholding action tied to RSU vesting. The inclusion of explanatory notes and a weighted-average price, plus signature by attorney-in-fact, demonstrates adherence to Section 16 reporting procedures. There are no indications in the filing of unusual trading patterns or departures from required disclosure practices.

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
Estimated average burden
hours per response:			0.5

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^*

Lambert Joanna G

(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 Operating 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)		38,275	D	$10.2548(2)	886,871	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 transaction did Joanna G. Lambert report on Form 4 for OLO?

She reported a sale of 38,275 shares of Class A common stock on 09/05/2025.

Why were the OLO shares sold according to the Form 4?

The filing states the shares were sold to cover tax-withholding obligations related to the vesting and settlement of restricted stock units.

What price was reported for the OLO sale in the Form 4?

A weighted-average price of $10.2548 was reported, with individual sale prices ranging from $10.25 to $10.26.

How many OLO shares does Joanna G. Lambert beneficially own after the reported sale?

She beneficially owns 886,871 shares following the reported transaction.

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.