Raine Entities Convert 265k OLO Class B Shares to Class A to Meet Settlement

Rhea-AI Filing Summary

RPII Order LLC and affiliated Raine entities reported on Form 4 that on 08/21/2025 they converted 265,000 shares of Class B common stock into Class A common stock of Olo Inc. (OLO), resulting in an additional 265,000 Class A shares and bringing certain reporting persons to 3,065,000 Class A shares held of record by RPII and a total of 29,155,439 Class A shares attributable on an indirect basis. The conversion was done to ensure the reporting persons' ownership of outstanding voting stock did not exceed 49.9% in connection with settlement of the Delaware Chancery Court action Scarantino v. Glass et al., as described in prior filings. Multiple Raine-related entities and two board members (Brandon Gardner and Colin Neville) are referenced as record holders; the reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest.

Positive

• Conversion executed to comply with court settlement, reducing reported voting ownership to below 49.9% as disclosed.
• Detailed ownership disclosure clarifies the multi-tiered Raine entity relationships and identifies record holders and board members tied to the holdings.
• No cash transaction (conversion at $0) — the change appears procedural, not a market sale that would affect share supply.

Negative

• Existence of a class action and derivative settlement (Scarantino v. Glass et al.) indicates past litigation with governance implications.
• Disclaimers of beneficial ownership suggest complexity in actual control and economic interests that may require further clarification by investors.

Insights

Corporate Governance Specialist

TL;DR: Conversion reduces voting exposure to comply with a settlement, clarifies ownership links across Raine entities, and limits governance concentration.

The Form 4 discloses a non-cash conversion of 265,000 Class B shares into Class A shares to ensure voting ownership falls below a 49.9% threshold tied to a court settlement. The filing maps a multi-tiered ownership chain among Raine entities and two Board members, with repeated disclaimers limiting claimed beneficial ownership to pecuniary interests. For governance analysis, the action is procedural and compliance-driven rather than an economic transaction; it reduces potential control concentration while preserving economic exposure via conversion rights.

Securities / Compliance Analyst

TL;DR: The disclosure documents a conversion for regulatory/settlement compliance and clarifies reporting relationships; no cash consideration was involved.

The report shows transaction code "C" (conversion) with a $0 price, and provides detailed footnotes explaining record holders and disclaimers of beneficial ownership. It references a prior settlement in Delaware Chancery Court as the reason for the conversion. From a Section 16 perspective, the filing satisfies reporting of the change in class and the updated indirect ownership amounts; it does not show sales or purchases for cash that would affect company liquidity or market trading directly.

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

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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^*

RPII Order LLC

(Last) (First) (Middle)

C/O THE RAINE GROUP LLC

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)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	08/21/2025		C		265,000(1)	A	$0	3,065,000	I	See footnotes(2)(3)
CLASS A COMMON STOCK								25,928	I	See footnote(4)
CLASS A COMMON STOCK								25,928	I	See footnote(5)
CLASS A COMMON STOCK								409,426	I	See footnote(6)

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
CLASS B COMMON STOCK	(7)	08/21/2025		C			265,000(1)	(7)	(7)	CLASS A COMMON STOCK	265,000	$0	29,155,439	I	See footnotes(2)(3)

1. Name and Address of Reporting Person^*

RPII Order LLC

(Last) (First) (Middle)

C/O THE RAINE GROUP LLC

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Raine Partners II LP

(Last) (First) (Middle)

C/O THE RAINE GROUP LLC

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Raine Associates II LP

(Last) (First) (Middle)

C/O THE RAINE GROUP LLC

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Raine Management LLC

(Last) (First) (Middle)

C/O THE RAINE GROUP LLC

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Raine Group LLC

(Last) (First) (Middle)

C/O THE RAINE GROUP LLC

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Raine Holdings LLC

(Last) (First) (Middle)

C/O THE RAINE GROUP LLC

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Raine Capital LLC

(Last) (First) (Middle)

C/O THE RAINE GROUP LLC

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The conversion of these shares of Class B Common Stock into Class A Common Stock was effected to ensure that the Reporting Persons' ownership of the issuer's outstanding voting stock does not exceed 49.9%, in connection with the settlement of the class action and derivative complaint filed against the issuer in the Court of the Chancery of the State of Delaware captioned Scarantino v. Glass, et al. (C.A. No. 2024-0517-KSJM), as described in the issuer's prior SEC filings.

2. These shares are held of record by RPII Order LLC ("RPII"). The sole member of RPII is Raine Partners II LP ("Raine Partners"), whose general partner is Raine Associates II LP ("Raine Associates"), whose general partner is Raine Management LLC ("Raine Management"), whose sole member is The Raine Group LLC ("Raine Group"), whose majority member is Raine Holdings LLC ("Raine Holdings"). Raine Capital LLC ("Raine Capital") is an SEC-registered Investment Advisor to Raine Partners and subsidiary of Raine Group. By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by RPII.

3. (Continued from footnote 2) The Reporting Persons disclaim beneficial ownership over shares held by RPII except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

4. These shares are held of record by Brandon Gardner, a member of the board of directors (the "Board") of the issuer. Mr. Gardner is a partner of Raine Holdings, which is the majority member of Raine Group, which is the sole member of Raine Management, which is the general partner of Raine Associates, which is the general partner of Raine Partners, which is the sole member of RPII. Raine Capital is an SEC-registered Investment Advisor to Raine Partners. By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by Mr. Gardner. The Reporting Persons disclaim beneficial ownership over shares held by Mr. Gardner except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

5. These shares are held of record by Colin Neville, a member of the Board. Mr. Neville is a partner of Raine Holdings, which is the majority member of Raine Group, which is the sole member of Raine Management, which is the general partner of Raine Associates, which is the general partner of Raine Partners, which is the sole member of RPII. Raine Capital is an SEC-registered Investment Advisor to Raine Partners. By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by Mr. Neville. The Reporting Persons disclaim beneficial ownership over shares held by Mr. Neville except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

6. These shares are held of record by Raine Associates. The general partner of Raine Associates is Raine Management, whose sole member is Raine Group, whose majority member is Raine Holdings. Raine Capital is an SEC-registered Investment Advisor to Raine Partners and subsidiary of Raine Group. By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by Raine Associates. The Reporting Persons disclaim beneficial ownership over shares held by Raine Associates except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

7. Each share of Class B Common Stock is convertible into one share of Class A Common Stock of the issuer at any time, at the holder's election, and has no expiration date.

	RPII Order LLC, by /s/ Alfred J. Chianese, attorney-in-fact	08/22/2025
	Raine Partners II LP, by /s/ Alfred J. Chianese, attorney-in-fact	08/22/2025
	Raine Associates II LP, by /s/ Alfred J. Chianese, attorney-in-fact	08/22/2025
	Raine Management LLC, by /s/ Alfred J. Chianese, attorney-in-fact	08/22/2025
	The Raine Group LLC, by /s/ Alfred J. Chianese, attorney-in-fact	08/22/2025
	Raine Holdings LLC, by /s/ Alfred J. Chianese, attorney-in-fact	08/22/2025
	Raine Capital LLC, by /s/ Alfred J. Chianese, attorney-in-fact	08/22/2025
	** 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).
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FAQ

What did RPII Order LLC report on Form 4 for OLO?

The filing reports the conversion of 265,000 Class B shares into Class A shares on 08/21/2025, resulting in additional Class A shares attributed to Raine entities.

Why were the Class B shares converted to Class A shares?

The conversion was effected to ensure the reporting persons' ownership of outstanding voting stock did not exceed 49.9% in connection with a settlement of Scarantino v. Glass et al.

How many Class A shares are reported as beneficially owned after the transaction?

The Form 4 discloses 3,065,000 Class A shares held of record by RPII and 29,155,439 Class A shares attributable on an indirect basis following the reported conversion.

Was there any cash consideration in the conversion?

No. The conversion is reported with a price of $0, indicating a non-cash conversion.

Which entities and individuals are referenced in the ownership footnotes?

Reporting persons include RPII Order LLC, Raine Partners II LP, Raine Associates II LP, Raine Management LLC, The Raine Group LLC, Raine Holdings LLC, Raine Capital LLC, and record holders Brandon Gardner and Colin Neville.