Form 4: Olo CEO Noah Glass Reports Merger-Related Share & Option Conversion

Olo Inc. CEO Noah Glass reported the conversion of his equity holdings into cash following the company's merger with Olo Parent, Inc. on September 12, 2025.

Summary

• Olo Inc. completed a merger on September 12, 2025, with Project Hospitality Merger Sub, Inc., a wholly-owned subsidiary of Olo Parent, Inc.
• Olo Inc. is now a wholly-owned subsidiary of Olo Parent, Inc.
• Noah H. Glass, CEO, Director, and 10% Owner, reported changes in his beneficial ownership due to the merger.
• All outstanding shares of Class A and Class B Common Stock were cancelled and converted into a right to receive $10.25 in cash per share.
• Outstanding performance-based restricted stock units (PSUs) and time-based restricted stock units (RSUs) were cancelled and converted into contingent cash rights (Cash Replacement Amounts).
• In-the-money stock options were cancelled and converted into cash payments (Option Payments) based on the difference between the merger consideration and the exercise price.
• Cash Replacement Amounts for RSUs and PSUs are subject to continued service with Parent or its subsidiaries through applicable vesting dates.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, which typically represents a positive outcome for shareholders receiving cash consideration. For the reporting person, it signifies a liquidity event for their equity holdings, though some compensation remains contingent on continued service.

Positives

• The reporting person received cash for common stock at $10.25 per share.
• In-the-money stock options were converted into cash payments, realizing value for vested options.
• Unvested PSUs and RSUs were converted into contingent cash rights, providing potential future compensation.

Negatives

• The reporting person no longer directly owns shares or derivative securities in Olo Inc.
• Cash Replacement Amounts for RSUs and PSUs are contingent on continued service, introducing a retention element.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4, which reports a completed transaction.

Industry Context

This filing reflects a company going private through a merger, a common occurrence in various industries. It indicates a strategic shift for Olo Inc. from a publicly traded entity to a privately held subsidiary.

Corporate Governance

Related Party Transactions

• Shares held by the Glass Family Trust, for which the Reporting Person is the Trustee and a beneficiary, were also converted into cash as part of the merger.

Stakeholder Impact

• Shareholders: Public shareholders received $10.25 per share in cash, indicating a liquidity event and the end of their investment in Olo Inc. as a public entity.
• Employees (including reporting person): Those with unvested RSUs and PSUs will receive contingent cash payments, subject to continued service with the new parent company, acting as a retention mechanism.
• Management (reporting person): Noah H. Glass's direct and indirect equity holdings were converted to cash or contingent cash rights, aligning his financial interests with the new private ownership structure, particularly through the service-based vesting of contingent cash.

Next Steps

• Continued service with Olo Parent, Inc. or its subsidiaries for the reporting person to receive Cash Replacement Amounts for RSUs and PSUs.

Key Dates

Keywords

Olo Inc., OLO, Noah H. Glass, Merger, SEC Form 4, Beneficial Ownership, Stock Options, Restricted Stock Units, PSUs, RSUs, Equity Conversion, Cash Merger