Form 4: Olo COO Reports Share Changes Post-Merger

Olo Inc.'s Chief Operating Officer, Joanna Lambert, reported changes in her beneficial ownership following the company's merger into a wholly-owned subsidiary of Olo Parent, Inc.

Summary

• Olo Inc. completed a merger on September 12, 2025, becoming a wholly-owned subsidiary of Olo Parent, Inc.
• Each outstanding share of Olo Inc. Class A Common Stock was converted into the right to receive $10.25 in cash.
• Chief Operating Officer Joanna G. Lambert reported the acquisition of 733,024 shares of Class A Common Stock due to the vesting of performance-based restricted stock units (PSUs) at the merger's effective time.
• Concurrently, Ms. Lambert disposed of 1,619,895 shares of Class A Common Stock, representing her total beneficial ownership, which were converted into cash as part of the merger.
• Following these transactions, Ms. Lambert's direct beneficial ownership of Olo Inc. Class A Common Stock is 0 shares.
• Outstanding PSUs, including 575,887 unvested units, were cancelled and converted into contingent cash rights, subject to continued service with the new parent company.

Sentiment

Score: 7

Explanation: The filing reports the expected outcome of a merger, with the executive receiving cash for vested shares and contingent cash rights for unvested equity, which is a positive outcome for the individual, though the company is no longer publicly traded.

Positives

• Reporting person received cash for all outstanding shares at the merger consideration of $10.25 per share.
• A portion of performance-based restricted stock units (157,137 shares) vested at the effective time of the merger, converting into cash.
• Unvested PSUs were converted into contingent cash rights, providing future compensation potential subject to continued service with the new parent company.

Negatives

• Reporting person no longer holds direct beneficial ownership in Olo Inc. Class A Common Stock, as the company is now a private entity.
• The remaining 575,887 unvested PSUs are subject to continued service with the new parent company, introducing a condition for their realization.

Risks

• The conversion of unvested PSUs into contingent cash rights subject to continued service introduces a retention risk for the executive, as future compensation is tied to ongoing employment.

Future Outlook

Cash Replacement Amounts for unvested PSUs are subject to the holder's continued service with Parent or its subsidiaries through the applicable vesting dates, implying a future employment relationship for the reporting person.

Industry Context

This filing reflects a common outcome in corporate mergers where a public company is acquired and taken private, leading to the conversion of public shares and equity awards into cash or equivalent rights for executives and shareholders.

Stakeholder Impact

• Shareholders: All public shareholders received $10.25 per share in cash, concluding their investment in Olo Inc.
• Employees (specifically reporting person): The Chief Operating Officer's equity awards were converted into cash or contingent cash rights, subject to continued employment, providing a clear exit for vested equity and retention incentives for unvested portions.

Next Steps

• Continued service of the reporting person with Olo Parent, Inc. or its subsidiaries for the realization of Cash Replacement Amounts from unvested PSUs.

Key Dates

Keywords

Olo Inc., OLO, Joanna G Lambert, Chief Operating Officer, Form 4, SEC filing, beneficial ownership, merger, acquisition, stock units, PSUs, cash consideration, corporate action