Olo Taken Private; Raine Entities Convert Shares to $10.25 Cash

Rhea-AI Filing Summary

Olo Inc. was acquired and all public equity was cashed out. On 09/12/2025 Project Hospitality Parent, LLC completed a merger in which Merger Sub merged into Olo and Olo became a wholly owned subsidiary. Under the Merger Agreement, Class A shares were automatically cancelled and converted into the right to receive $10.25 per share in cash. The filing shows RPII Order LLC and affiliated Raine entities disposed of recorded Class A positions totaling 3,526,282 shares and Class B positions convertible into 29,155,439 shares, all converted into the $10.25 cash consideration, leaving 0 shares beneficially owned following the transactions as reported.

Positive

• Merger completed converting public shares into cash consideration
• $10.25 per share cash consideration provided to holders under the Merger Agreement
• Large positions (Class A and Class B) were monetized, crystallizing value for reported holders

Negative

• Company is now a wholly owned subsidiary, removing public equity and liquidity for public investors
• All reported beneficial ownership reduced to 0 following conversion, ending public ownership by these reporting persons

Insights

Financial Analyst

TL;DR: A completed cash merger at $10.25/share fully converts public equity into cash, crystallizing exit value for shareholders.

The Form 4 documents the mechanical effect of the merger: recorded Class A and Class B holdings held directly or indirectly by multiple Raine-related reporting persons were cancelled and converted into a fixed cash payment of $10.25 per share. The amounts reported—3,526,282 Class A shares and Class B positions underlying 29,155,439 shares—indicate a sizeable aggregate cash payout tied to the transaction. For holders of the reported positions this represents realized value rather than ongoing equity exposure, removing those shares from public float and ending Section 16 reporting for these holdings.

Corporate Governance Expert

TL;DR: The filing confirms consummation of a going-private transaction and automatic conversion of equity into cash consideration.

The explanatory footnotes clarify the chain of ownership among RPII, Raine Partners II LP and affiliated entities and properly disclaim beneficial ownership except for pecuniary interest. The Report reflects the corporate control event—Merger Sub merged into the issuer and the issuer became a wholly owned subsidiary—triggering automatic cancellation/conversion of both Class A and Class B shares under the Merger Agreement. This is a material corporate action that ends the reporting persons' public ownership in the issuer.

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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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^*

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)
09/12/2025

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	09/12/2025		J(1)(2)		3,065,000	D	$10.25	0	I	See footnote(3)(4)
CLASS A COMMON STOCK	09/12/2025		J(1)(2)		25,928	D	$10.25	0	I	See footnote(5)
CLASS A COMMON STOCK	09/12/2025		J(1)(2)		25,928	D	$10.25	0	I	See footnote(6)
CLASS A COMMON STOCK	09/12/2025		J(1)(2)		409,426	D	$10.25	0	I	See footnote(7)

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	(8)	09/12/2025		J(1)(9)			29,155,439	(8)	(8)	CLASS A COMMON STOCK	29,155,439	$10.25	0	I	See footnote(3)(4)

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. On September 12, 2025, Project Hospitality Parent, LLC ("Parent") acquired the issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the issuer, Parent and Project Hospitality Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of July 3, 2025 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer, with the issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger").

2. Reflects shares of Class A Common Stock of the issuer that, pursuant to the Merger Agreement and in connection with the consummation of the Merger, were automatically canceled and converted into the right to receive $10.25 per share in cash, without interest.

3. These shares were 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.

4. (Continued from footnote 3) By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by RPII. 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 were 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 were 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 were 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 were 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 were 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. These shares were 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 were 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.

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

9. Reflects shares of Class B Common Stock of the issuer that, pursuant to the Merger Agreement and in connection with the consummation of the Merger, were automatically canceled and converted into the right to receive $10.25 per share in cash, without interest.

	RPII Order LLC, by /s/ Alfred J. Chianese, attorney-in-fact	09/12/2025
	Raine Partners II LP, by /s/ Alfred J. Chianese, attorney-in-fact	09/12/2025
	Raine Associates II LP, by /s/ Alfred J. Chianese, attorney-in-fact	09/12/2025
	Raine Management LLC, by /s/ Alfred J. Chianese, attorney-in-fact	09/12/2025
	The Raine Group LLC, by /s/ Alfred J. Chianese, attorney-in-fact	09/12/2025
	Raine Holdings LLC, by /s/ Alfred J. Chianese, attorney-in-fact	09/12/2025
	Raine Capital LLC, by /s/ Alfred J. Chianese, 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 happened to Olo (OLO) shares on 09/12/2025?

Per the Form 4, Olo was acquired by Project Hospitality Parent and Class A and Class B shares were automatically cancelled and converted into $10.25 per share in cash.

How many Class A shares did the Raine-related reporting persons dispose of?

The Form 4 reports disposals totaling 3,526,282 Class A shares (3,065,000; 25,928; 25,928; 409,426).

What happened to Class B shares held by the reporting persons?

The Form 4 shows Class B positions convertible into 29,155,439 shares were cancelled and converted into the right to receive $10.25 per share in cash.

Do the reporting persons still hold Olo stock after the merger?

The report indicates 0 shares beneficially owned following the reported transactions by the reporting persons.

Who filed the Form 4 on behalf of the reporting entities?

The Form 4 was filed by RPII Order LLC and affiliated Raine entities, each signed by Alfred J. Chianese as attorney-in-fact on 09/12/2025.