OLO Form 4: Director dispositions tied to completed merger for $10.25 per share

Rhea-AI Filing Summary

Insider disposition due to merger: This Form 4 reports that Daniel H. Meyer, a director of Olo Inc. (OLO), disposed of multiple blocks of Class A common stock on 09/12/2025 because the company was acquired and became a wholly owned subsidiary of Olo Parent, Inc. Under the merger agreement, each outstanding Olo share was cancelled and converted into the right to receive $10.25 in cash per share, net of applicable withholdings. Meyer reported dispositions of 125,324, 470,275, and 348,270 Class A shares; the latter two blocks were held indirectly in trusts. The Form 4 is signed by an attorney-in-fact on behalf of Meyer.

Positive

• Merger consideration specified: Each share converted into $10.25 in cash, providing clear, deterministic value to shareholders.
• Timely disclosure: Reporting person filed Form 4 documenting dispositions on the merger Effective Time (09/12/2025), meeting Section 16 transparency requirements.

Negative

• Loss of public holdings: Reported dispositions show the reporting person no longer holds the reported Class A shares following the merger.
• Indirect holdings disclaimed: Significant blocks held in trusts are disclaimed except for pecuniary interest, reducing clarity on economic control.

Insights

Securities Analyst

TL;DR: Director's holdings cashed out at $10.25 per share due to a completed merger, converting public equity to cash consideration.

The filing documents a corporate acquisition transaction that resulted in automatic cancellation of outstanding Class A common stock and cash consideration of $10.25 per share. For holders disclosed on this Form 4, the transaction converted equity positions into cash, eliminating public shareholdings reported here. The reported shares include direct and trust-held positions; the reporting person disclaims beneficial ownership of trust-held shares except for pecuniary interest. This is a routine post-merger Form 4 reflecting disposition mechanics rather than voluntary open-market sales.

Corporate Governance Expert

TL;DR: Form 4 shows compliance with Section 16 reporting following merger-related conversion of shares to cash.

The document demonstrates timely disclosure by an insider after a merger whose terms required conversion of stock to cash consideration. It clarifies ownership form (direct versus indirect via trusts) and includes standard disclaimers about beneficial ownership for trust-held shares. The filing is procedural and consistent with obligations triggered by a change-in-control 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^*

Meyer Daniel Harris

(Last) (First) (Middle)

C/O UNION SQUARE HOSPITALITY GROUP

853 BROADWAY, 17TH 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)

X	Director		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)		125,324	D	(2)	0	D
Class A Common Stock	09/12/2025		D(1)		470,275	D	(2)	0	I	By Trust(3)
Class A Common Stock	09/12/2025		D(1)		348,270	D	(2)	0	I	By Trust(4)

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.

3. These shares are held by The Daniel H. Meyer Investment Trust d/t/d 5/15/92 (the "Investment Trust"). The Reporting Person is the grantor, trustee and beneficiary of the Investment Trust. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. These shares are held by the DHM 2012 Gift Trust (the "Gift Trust"). The Reporting Person's spouse is a co-trustee and beneficiary of the Gift Trust. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

	/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 triggered the Form 4 filing for OLO on 09/12/2025?

The Form 4 was filed to report dispositions that occurred at the Effective Time of a merger in which Olo became a wholly-owned subsidiary of Olo Parent, Inc., on 09/12/2025.

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 per share, net of applicable withholding taxes.

How many shares did Daniel H. Meyer report as disposed on the Form 4?

The Form 4 reports dispositions of 125,324, 470,275, and 348,270 Class A common shares on 09/12/2025.

Are any of the reported shares held indirectly?

Yes. The filing indicates two blocks were held indirectly: the DHM 2012 Gift Trust and The Daniel H. Meyer Investment Trust d/t/d 5/15/92, with the reporting person disclaiming beneficial ownership except for pecuniary interest.

Who signed the Form 4 on behalf of the reporting person?

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