Olo Form 4: Insider Holdings Converted in $10.25-per-Share Merger

Rhea-AI Filing Summary

Olo Inc.'s Chief Legal Officer and Secretary, Robert Morvillo, reported Form 4 transactions tied to a Merger Agreement dated July 3, 2025. On September 12, 2025, Merger Sub merged into Olo with Olo surviving as a wholly owned subsidiary of the buyer, and each outstanding share of Olo common stock was converted into the right to receive $10.25 in cash per share. The filing shows 394,647 shares acquired (representing vested PSUs) and a disposition of 770,427 shares, leaving the reporting person with 0 shares following the transaction. Unvested performance-based and time-based PSUs were converted into contingent cash replacement amounts payable, subject to continued service and original vesting schedules.

Positive

• Merger closed on 09/12/2025 with definitive consideration specified as $10.25 per share
• 121,476 PSUs vested and were settled as of the Effective Time
• Unvested PSUs converted into contingent cash replacement amounts that preserve original vesting schedules

Negative

• Reporting person’s beneficial ownership reduced to 0 shares following the Merger
• 770,427 shares of Class A common stock were disposed of at the Effective Time
• Equity compensation converted to cash, eliminating future equity upside for those PSUs

Insights

M&A Specialist

TL;DR: Merger closed on 09/12/2025; equity converted to cash at $10.25 per share, and PSUs converted to contingent cash amounts.

The Form 4 documents the closing of the Merger Agreement in which the issuer became a wholly owned subsidiary and equity holders received cash consideration of $10.25 per share. The filing quantifies shares affected: 770,427 shares were disposed of and 394,647 shares were recorded as acquired from vested PSUs. Unvested PSUs were cancelled and converted into contingent cash replacement amounts payable according to original vesting timelines, which preserves contractual payout timing but replaces equity settlement with cash.

Corporate Governance Expert

TL;DR: Reporting person’s direct beneficial ownership ended following the merger; certain contingent cash rights remain tied to continued service.

The filing shows the reporting person holds 0 shares after the transaction, indicating cancellation and conversion of outstanding common stock into cash consideration. While some PSUs vested as of the Effective Time (121,476 vested) and were settled, the remaining PSUs were converted into cash replacement amounts that remain subject to service-based vesting conditions. This shifts executive remuneration from equity to contractual cash claims.

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^*

Morvillo Robert

(Last) (First) (Middle)

C/O OLO INC., 285 FULTON STREET

ONE WORLD TRADE CENTER, 82ND FLOOR

(Street)

NEW YORK NY 10003

(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 Legal Off. & Secretary

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)		394,647(2)	A	$0	770,427	D
Class A Common Stock	09/12/2025		D(1)		770,427(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 of which 121,476 vested as of the Effective Time and 273,170 remain unvested. 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 273,171 shares underlying PSU grants which remain unvested and subject to time based vesting at the Effective Time. Each 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 unvested PSU 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 PSU multiplied by (ii) the aggregate number of shares of Issuer Common Stock subject to such PSU, as applicable, immediately prior to the Effective Time (the "Cash Replacement PSU Amounts").

4. The Cash Replacement PSU Amounts, subject to the Reporting Person's continued service through the applicable vesting dates, vest and be payable at the same time as the PSUs for which the Cash Replacement PSU 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.
* 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 happened to OLO shares held by insiders on 09/12/2025?

All outstanding shares were cancelled and converted into the right to receive $10.25 in cash per share pursuant to the Merger Agreement.

How many shares did Robert Morvillo report disposing of on Form 4 (OLO)?

The Form 4 reports a disposition of 770,427 shares of Class A common stock.

Were any performance-based awards affected by the merger?

Yes. Performance-based RSUs (PSUs) were partially vested (121,476 vested) and the remaining PSUs were cancelled and converted into contingent cash replacement amounts.

Will unvested PSUs still pay out after the merger?

Unvested PSUs were converted into cash replacement amounts that vest and are payable on the same schedule as the original PSUs, subject to continued service.

Does the Form 4 show any derivative transactions?

No. Table II for derivative securities contains no reported transactions in this filing.