Olo merger closes; insiders receive $10.25 per share in cash

Rhea-AI Filing Summary

Neville Colin, identified as a director and 10% owner of Olo Inc. (OLO), reported a disposition of 126,605 shares of Class A common stock on 09/12/2025. The Form 4 states this disposition occurred pursuant to an Agreement and Plan of Merger dated July 3, 2025, under which, at the effective time of the merger, each outstanding share of Olo common stock was cancelled and converted into the right to receive $10.25 in cash per share (net of applicable withholding). Following the reported transaction, the reporting person beneficially owned 0 shares.

Positive

• Completed merger consideration: Each share converted into $10.25 cash, providing clear, immediate liquidity to holders
• Transaction transparency: Section 16 disclosure filed showing reporting person reduced holdings to 0 shares
• Definitive corporate outcome: Merger resulted in issuer becoming wholly owned subsidiary, resolving public equity status

Negative

• None.

Insights

M&A Specialist

TL;DR: The Form 4 documents a completed cash merger that converted Olo shares into $10.25 per share, eliminating public equity.

The filing confirms that the merger became effective on 09/12/2025, causing automatic cancellation of outstanding common stock and immediate cash-out of holders at $10.25 per share. That is a definitive liquidity event for shareholders and removes Olo common stock from public circulation. For deal counterparties and remaining stakeholders, this clarifies consideration paid and consummation timing.

Corporate Governance Expert

TL;DR: Insider disclosure shows compliance with Section 16 reporting after a merger-driven disposition, leaving the director with no residual holdings.

The Form 4 shows the director and 10% owner reported the disposition under the merger agreement and records beneficial ownership dropping to 0 shares. The filing, signed by an attorney-in-fact, documents the required Section 16 disclosure for an insider affected by a control transaction and provides transparency on executive ownership post-transaction.

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^*

Neville Colin

(Last) (First) (Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK, NY 10022

(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)		126,605	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

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.

	/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).
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 Neville Colin report on Form 4 for OLO?

The Form 4 reports a disposition of 126,605 shares on 09/12/2025 pursuant to the Merger Agreement.

How much cash did OLO shareholders receive per share in the merger?

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

What was Neville Colin's beneficial ownership after the reported transaction?

The reporting person beneficially owned 0 shares following the reported transaction.

When did the merger that triggered the Form 4 become effective?

The Form 4 states the merger's Effective Time was 09/12/2025.

Who signed the Form 4 filing for the reporting person?

The Form 4 was signed by Jennifer C. Wong, Attorney-in-Fact on 09/12/2025.