Welcome to our dedicated page for Olo SEC filings (Ticker: OLO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Olo Inc. (OLO) SEC filings archive provides a detailed record of the company’s life as a public issuer and its subsequent acquisition by an affiliate of Thoma Bravo. While Olo is now a private, wholly owned subsidiary and no longer files periodic reports, its historical filings on EDGAR document both its operating performance as a restaurant technology provider and the full sequence of its going‑private transaction.
For investors researching Olo’s business, the company’s annual reports on Form 10‑K and quarterly reports on Form 10‑Q (referenced in its earnings releases) contain management’s discussion and analysis, risk factors, segment and product discussions, and reconciliations of non‑GAAP measures such as non‑GAAP gross profit, non‑GAAP operating income, non‑GAAP net income, and free cash flow. These filings also describe key metrics like average revenue per unit (ARPU), dollar-based net revenue retention (NRR), active locations, gross merchandise volume (GMV), and gross payment volume (GPV), along with definitions and management’s rationale for using them.
The current reports on Form 8‑K from 2025 are especially important for understanding the Thoma Bravo transaction. An 8‑K dated July 3, 2025 discloses the Agreement and Plan of Merger with Project Hospitality Parent, LLC and Project Hospitality Merger Sub, Inc., including the treatment of Olo’s Class A and Class B common stock and equity awards. Later 8‑Ks describe regulatory milestones, stockholder approval of the merger at the September 9, 2025 special meeting, the completion of the merger on September 12, 2025, the resulting change in control, and the termination of Olo’s loan agreement in connection with closing. Additional 8‑Ks discuss stockholder litigation and supplemental proxy disclosures related to the merger.
Filings associated with Olo’s transition off the public markets include a Form 25‑NSE dated September 12, 2025, filed by the New York Stock Exchange, notifying the SEC of the removal of Olo’s Class A common stock from listing and registration, and a Form 15 (Form 15‑12G) filed on September 23, 2025, in which Olo certifies the termination of registration of its Class A and Class B common stock under Section 12(g) and the suspension of its reporting obligations under Sections 13 and 15(d). The Form 15 notes that, following the merger, Olo had approximately one holder of record.
On Stock Titan, these historical OLO filings can be paired with AI‑powered summaries that explain the key points of lengthy documents, highlight material terms in merger agreements, and clarify the implications of delisting and deregistration steps. Users can quickly see how Olo described its restaurant technology platform, how its non‑GAAP measures relate to GAAP results, and how the Thoma Bravo acquisition was structured and executed from a regulatory standpoint.
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.
Olo Inc. notice under Rule 144 reports a proposed sale of 29,269 common shares through Charles Schwab & Co., with an aggregate market value of $300,146.00, to be executed approximately on 09/05/2025 on the NYSE. The filing shows these shares were acquired on 09/05/2025 as RSU/PSU equity compensation from Olo Inc. and that payment was made as equity compensation.
The form also discloses a recent sale by the same person, Peter J. Benevides, of 23,078 Olo shares on 06/05/2025 for gross proceeds of $203,040.00. Outstanding shares are listed as 120,763,262. The filing includes the standard representation that the seller is not aware of undisclosed material adverse information.
Olo Inc. Form 144 shows a proposed sale of 11,735 common shares through Charles Schwab & Co., Inc., with an aggregate market value of $120,337. The shares are listed as outstanding 120,763,262 and the sale is scheduled for 09/05/2025 on the NYSE. The filing states the shares were acquired on 09/05/2025 as RSU/PSU awarded by Olo Inc., with payment described as equity compensation. The filing also discloses a prior sale by Noah Glass of 10,152 shares on 06/05/2025 for $89,328. The notice includes the required representation that the filer is not aware of undisclosed material adverse information.
Form 144 filed for Olo Inc. (OLO) shows a proposed sale of 38,275 common shares via Charles Schwab with an aggregate market value of $392,503, to be executed on 09/05/2025 on the NYSE. The table indicates these shares were acquired through an Equity Compensation event (Restricted Stock lapse) on 09/05/2025. The filing also discloses prior sales by the same account: 38,614 shares sold on 06/05/2025 for $339,718. The notice includes the standard signature representation that the seller is not aware of undisclosed material adverse information.
Olo Inc. (OLO) Form 144 notice reports a proposed sale of 5,608 shares of common stock to be executed through Charles Schwab & Co., Inc. on or about 09/05/2025 with an aggregate market value listed as $57,507.00. The filing states these shares were acquired the same day, 09/05/2025, as a restricted stock lapse from Olo Inc. under equity compensation and that payment was by equity compensation. The filer also disclosed a prior sale of 5,657 shares on 06/05/2025 for gross proceeds of $49,770.00. The notice includes the required representation that the seller is not aware of undisclosed material adverse information.
Olo Inc. reported a Form 144 notice showing a proposed sale of 10,736 common shares acquired as equity compensation (RSU/PSU) and dated 09/05/2025. The shares are listed with Charles Schwab & Co., Inc. for sale on the NYSE with an aggregate market value of $110,095 and total shares outstanding reported as 120,763,262. The filing shows the same person sold 10,129 shares on 06/05/2025 for gross proceeds of $89,122. The filer certifies no undisclosed material adverse information and indicates the payment/nature of acquisition as equity compensation.
Olo Inc. entered into a definitive Merger Agreement under which a Thoma Bravo-affiliated buyer will acquire Olo, with Olo becoming a wholly owned subsidiary of Project Hospitality Parent.
Following filing of a definitive proxy on August 8, 2025, multiple stockholder lawsuits and demand letters were filed in August 2025 alleging omissions in the proxy and seeking injunctions, additional disclosures or rescission. Olo says it believes the claims lack merit but will voluntarily supplement disclosures to moot disclosure claims and avoid delays. The company warns the Merger may be delayed or not completed and lists specific risks tied to the transaction, litigation, regulatory approvals and operational disruption.
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.
Glazer Capital, LLC and Paul J. Glazer report beneficial ownership of 7,709,679 shares of Olo Inc. Class A common stock, representing 6.38% of the class. The shares are held by funds and managed accounts for which Glazer Capital serves as investment manager; Mr. Glazer is the managing member. The filing states the reporting persons have no sole voting or dispositive power and exercise shared voting and dispositive power over all 7,709,679 shares. The statement clarifies the position is not intended to effect control of the issuer. The business address for the reporting persons is 250 West 55th Street, Suite 30A, New York, NY.
Olo Inc. entered into an Agreement and Plan of Merger under which a wholly owned subsidiary of Project Hospitality Parent, LLC will merge with and into Olo, leaving Olo as a wholly owned subsidiary of Parent. The U.S. Federal Trade Commission granted early termination of the Hart-Scott-Rodino waiting period on August 15, 2025, clearing that regulatory step. Completion of the Merger remains subject to customary closing conditions, including stockholder adoption of the Merger Agreement; a virtual special stockholder meeting is scheduled for September 9, 2025 at 9:00 a.m. Eastern Time. The filing reiterates extensive forward-looking statement risk factors that could affect timing or completion of the transaction.
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