Olo Insider Filing: PSUs Vested, RSUs Converted to Cash in Merger

Rhea-AI Filing Summary

Insider Form 4 for Olo Inc. reports transactions tied to a completed merger. On 09/12/2025 the issuer merged into a subsidiary of Project Hospitality Parent, and each outstanding share of Olo Class A common stock was cancelled and converted into the right to receive $10.25 in cash per share (the Merger Consideration). The reporting person, Sherri Manning (Chief People Officer), had previously outstanding performance-based restricted stock units that were deemed fully vested at the Effective Time and converted into 194,400 shares worth cash at $0 per share reported (reflecting conversion mechanics). Separately, 189,667 time-based RSUs were outstanding and were cancelled and converted into contingent cash replacement amounts that will vest and be payable only if the reporting person continues service through the original vesting dates.

Positive

• Merger closed and all Class A shares were converted into $10.25 cash per share, providing immediate, specified consideration to holders
• Performance-based RSUs were deemed fully vested and converted as part of the merger, allowing those award holders to realize value at the Effective Time

Negative

• All outstanding Class A common stock was cancelled, eliminating public equity ownership and leaving holders with cash instead of continuing stock positions
• Time-based RSUs were cancelled and converted to contingent cash payable only upon continued service, which defers or conditions payout for award recipients

Insights

Corporate Governance Expert

TL;DR: Merger closed; equity converted to $10.25 cash per share, PSUs vested and RSUs converted to contingent cash replacement.

The filing documents a corporate control transaction where Olo became a wholly-owned subsidiary following a merger effective 09/12/2025. Material mechanics disclosed include cancellation of all outstanding Class A common shares in exchange for $10.25 cash per share. Performance-based RSUs held by the officer were treated as fully vested at the Effective Time and converted into vested share equivalents, while time-based RSUs were converted into contingent cash replacement amounts payable only upon continued service through the original vesting schedule. These are routine post-closing equity-treatment provisions in M&A agreements and are directly stated in the filing.

Securities/Compensation Analyst

TL;DR: Executive equity was monetized through merger terms; some awards paid, others converted to deferred cash tied to service.

The report clarifies treatment of incentive awards at closing: PSUs were determined in good faith by the board to have met performance and thus converted into vested share amounts at the Effective Time, while RSUs were extinguished and converted into cash replacement amounts that mirror original vesting schedules and require continued service for payout. The filing also shows the reporting person held 0 shares of Class A after conversion, reflecting full cash-out of public equity positions under the merger consideration.

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^*

Manning Sherri

(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 People 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)		194,400(2)	A	$0	486,718	D
Class A Common Stock	09/12/2025		D(1)		486,718(3)(4)	D	(5)	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 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. Includes 189,667 unvested and outstanding restricted stock units subject to time-based vesting conditions (the "RSUs") at the Effective Time. Each RSU represents the contingent right to receive one share of Issuer's Class A Common Stock, par value $0.001 per share (the "Issuer Common Stock") upon vesting and settlement. Pursuant to the terms of the Merger Agreement at the Effective Time, each outstanding RSU was cancelled and extinguished and converted into a contingent right to receive solely an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (i) the Merger Consideration (as defined below) payable with respect to such RSU multiplied by (ii) the aggregate number of shares of Issuer Common Stock subject to such RSU immediately prior to the Effective Time (the "Cash Replacement RSU Amounts").

4. The Cash Replacement RSU Amounts will, subject to the Reporting Person's continued service through the applicable vesting dates, vest and be payable at the same time as the RSUs for which the Cash Replacement RSU Amounts were exchanged would have vested pursuant to its terms.

5. 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.

	/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 insiders receive in the merger reported on Form 4?

The filing states each outstanding share of Olo Class A common stock was cancelled and converted into the right to receive $10.25 in cash per share.

Were any executive equity awards vested at the Effective Time for OLO?

Yes. The reporting person’s performance-based restricted stock units were deemed fully vested as of the Effective Time and converted into share equivalents for cash treatment under the merger.

What happened to time-based RSUs for the reporting person at OLO?

189,667 outstanding time-based RSUs were cancelled and converted into contingent cash replacement amounts that will vest and be payable only if the reporting person continues service through the original vesting dates.

When did the merger and related transactions occur for OLO?

The Form 4 reports the Effective Time and transaction date as 09/12/2025.

How many shares did the reporting person beneficially own after the transaction?

Following the reported transactions the filing shows the reporting person held 0 shares of Class A common stock.