Olo Form 4: 201,563 options cancelled, shares converted to $10.25 cash

Rhea-AI Filing Summary

Washington Zuhairah Scott, a director of Olo Inc. (OLO), reported on Form 4 that on 09/12/2025 67,677 shares of Class A common stock were disposed of upon the closing of a merger. Under the Merger Agreement, each outstanding share of Olo common stock was cancelled and converted into the right to receive $10.25 in cash per share, net of any applicable withholding taxes. The filing also reports the cancellation of 201,563 stock options (exercise price shown as $5.97) that were converted into cash payments as described in the Merger Agreement. The transactions were effected pursuant to the agreement by which the issuer became a wholly-owned subsidiary of the buyer.

Positive

• Specified cash consideration of $10.25 per share provides a clear, certain payout mechanism for holders of outstanding common stock
• In-the-money options were converted to cash under the Merger Agreement, ensuring option holders receive intrinsic value rather than losing value entirely

Negative

• Public shares were cancelled, and Olo became a wholly-owned subsidiary, eliminating public equity ownership and market liquidity for former shareholders
• Outstanding options were cancelled, removing future upside tied to company equity and replacing it with a one-time cash payment
• Payments are subject to applicable withholding taxes, reducing net proceeds to recipients

Insights

Corporate Governance Expert

TL;DR: The Form 4 documents a cash-out merger that cancels public equity and converts vested in-the-money options into cash.

The filing shows a standard post-merger equity settlement: outstanding common shares were cancelled for a fixed cash consideration of $10.25 per share and vested, in-the-money options were converted into cash payments equal to their intrinsic value under the merger terms. For corporate governance, this represents a change from public ownership to a privately held corporate structure, removing public shareholder oversight and reporting obligations. The report by a director and signature by an attorney-in-fact comply with Section 16 reporting requirements.

Securities Analyst

TL;DR: Material liquidity event: public equity converted to cash; option holders received cash for intrinsic value, eliminating ongoing equity exposure.

The transaction is an investor-liquidity event rather than an operating disclosure. Reported disposals and cancellations—67,677 shares and 201,563 options—reflect the mechanics of the Merger Agreement rather than open-market trades. The cash consideration per share is explicit at $10.25, and options with exercise price $5.97 were treated as in-the-money and settled for cash. This is impactful to remaining public investors because the issuer is now a wholly-owned subsidiary, which changes valuation and liquidity dynamics.

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^*

Washington Zuhairah Scott

(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)

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)		67,677	D	(2)	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
Stock Option (Right to Buy)	$5.97	09/12/2025		D(1)			201,563	(3)	11/29/2030	Class B Common Stock	201,563	$0	0	D

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 (the "Merger Consideration"), less any applicable withholding taxes.

3. Pursuant to the terms of the Merger Agreement, each outstanding stock option to purchase shares of Issuer Common Stock ("In-the-Money Company Stock Option"), that was vested, outstanding and exercisable as of the date of the Merger Agreement and had a per share exercise price that was less than the Merger Consideration was cancelled and automatically converted into the right to receive solely an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the excess, if any, of the Merger Consideration over the per share exercise price of such In-the-Money Company Stock Option and (ii) the aggregate number of shares of Issuer Common Stock underlying such In-the-Money Company Stock Option immediately prior to the Effective Time (the "Option Payments"). The holder of any canceled In-the-Money Company Stock Option was only entitled to receive the Option Payment in respect of such canceled In-the-Money Company Stock Option.

	/s/ Jennifer C. Wong, Attorney-in-Fact	09/12/2025
	** Signature of Reporting Person	Date
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FAQ

What did OLO insiders receive for their shares in the merger?

Each outstanding share of Olo common stock was cancelled and converted into the right to receive $10.25 in cash per share, net of applicable withholding taxes.

How were stock options handled in the Olo merger?

Vested, in-the-money options were cancelled and converted into cash payments equal to the excess of $10.25 over the option exercise price multiplied by the number of underlying shares.

How many shares did director Washington Zuhairah Scott dispose of?

The Form 4 reports the disposition of 67,677 shares on 09/12/2025 pursuant to the Merger Agreement.

How many options were reported cancelled in the filing?

The filing reports cancellation of 201,563 stock options with an exercise price shown as $5.97.

Does this filing indicate Olo remains a public company?

No. The filing states the issuer survived the merger as a wholly-owned subsidiary of the buyer, indicating a change from public to non-public ownership.