Olo Inc SEC Filings

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.

Olo Inc. agreed to be acquired pursuant to a Merger Agreement, effective at closing, in which each outstanding share of Company common stock was canceled and converted into the right to receive $10.25 in cash per share. The aggregate purchase price paid for all outstanding Company common stock was approximately $1.75 billion. Trading of Olo's Class A common stock on the NYSE was halted and the company intends to file to delist and deregister the shares.

As part of closing, the company terminated its amended loan agreement and repaid all outstanding principal, interest and fees in full. Equity awards and options were treated per the merger terms: in-the-money options and vested RSUs/PSUs receive cash consideration, unvested awards were converted into cash replacement units subject to continued service, and out-of-the-money options were cancelled without payment. Key directors resigned and directors of Merger Sub became directors of the surviving corporation; certain employees received transaction bonuses of $400,000 each.

Olo Inc. stockholders approved a definitive merger agreement to take the company private. At a special meeting held September 9, 2025, holders approved the Agreement and Plan of Merger dated July 3, 2025, under which Project Hospitality Parent, Inc. (f/k/a Project Hospitality Parent, LLC) and its wholly-owned subsidiary will merge with and into Olo, leaving Olo as a wholly-owned subsidiary of the parent.

As of the August 4, 2025 record date there were 121,063,645 shares of Class A and 48,637,315 shares of Class B outstanding. Holders representing 84,127,769 Class A shares and 47,301,400 Class B shares (constituting 77.44% of voting shares) were present or represented, forming a quorum. The Merger Proposal and an advisory Compensation Proposal related to executive payments in connection with the Merger were both approved. The filing reiterates customary forward-looking caution about conditions, regulatory approvals and other risks to closing.

Olo Inc. insider sale by Chief People Officer — The Form 4 reports that Sherri Manning, Chief People Officer of Olo Inc. (OLO), sold 5,608 shares of Class A common stock on 09/05/2025 at a weighted average price of $10.2544 per share. The filing states the sale was to satisfy tax withholding obligations related to the vesting and settlement of restricted stock units and is not a discretionary trade. After the sale, Manning beneficially owned 292,318 shares, held directly. The form is signed by an attorney-in-fact on 09/09/2025.

Insider sale to cover taxes after RSU vesting. Joanna G. Lambert, Chief Operating Officer of Olo Inc. (OLO), reported a sale of 38,275 shares of Class A common stock on 09/05/2025 at a weighted-average price of $10.2548. After the sale she beneficially owns 886,871 shares, held directly. The filing states the shares were sold to satisfy tax-withholding obligations tied to the vesting and settlement of restricted stock units and were not a discretionary trade. The weighted-average price reflects multiple transactions between $10.25 and $10.26. The Form 4 was signed via attorney-in-fact on 09/09/2025.

Noah H. Glass, CEO and director of Olo Inc. (OLO), reported a sale of Class A common stock on 09/05/2025 to cover tax withholding related to vested restricted stock units. The filing shows 11,735 shares sold at a weighted average price of $10.2545 (individual sale prices ranged from $10.25 to $10.26). After the reported sale, the filing states the reporting person beneficially owns 266,467 shares. The Form 4 was signed by an attorney-in-fact, Jennifer C. Wong, on 09/09/2025. The filing indicates the sale was for tax-withholding on RSU settlement and not a discretionary open-market trade.

Peter J. Benevides, Chief Financial Officer of Olo Inc. (OLO), reported a sale of Class A common stock on 09/05/2025 to satisfy tax withholding on vested restricted stock units. The filing shows 29,269 shares sold at a weighted-average price of $10.2547 (individual sale prices ranged from $10.25 to $10.26). After the transaction the reporting person’s beneficial ownership is reported as 672,792 shares. The filing states the sale was made to cover tax withholding obligations and was not a discretionary trade. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 09/09/2025.

Robert Morvillo, Chief Legal Officer & Secretary of Olo Inc. (OLO), reported a non-discretionary sale of 10,736 shares of Class A common stock on 09/05/2025. The shares were sold at a weighted average price of $10.2547 (individual sale prices ranged from $10.25 to $10.26) to cover tax withholding obligations arising from the vesting and settlement of restricted stock units. After the reported transactions, the reporting person beneficially owned 375,780 shares. The Form 4 was signed via attorney-in-fact on 09/09/2025.