Form 4: Olo Director Disposes Shares in $10.25/Share Merger

Olo Inc. Director Linda Rottenberg disposed of all her beneficial ownership in the company, including common stock and stock options, as part of a merger where shareholders received $10.25 per share in cash.

Summary

• Linda Rottenberg, a Director of Olo Inc., reported the disposition of all her beneficial ownership in the company.
• The transactions occurred on September 12, 2025, coinciding with the effective time of a merger.
• Olo Inc. merged with and into Project Hospitality Merger Sub, Inc., a wholly-owned subsidiary of Olo Parent, Inc. (formerly Project Hospitality Parent, LLC), with Olo Inc. surviving as a wholly-owned subsidiary.
• Each outstanding share of Olo Inc. Common Stock was cancelled and automatically converted into the right to receive $10.25 in cash, without interest and less applicable withholding taxes.
• Vested, in-the-money stock options to purchase Olo Inc. Common Stock were cancelled and converted into a cash payment.
• The cash payment for options was equal to the product of (i) the excess of the $10.25 merger consideration over the option's exercise price and (ii) the aggregate number of shares underlying the option.
• Securities disposed of include 114,435 shares of Class A Common Stock (direct ownership) and 2,000 shares of Class A Common Stock (indirect ownership by spouse).
• Stock options for a total of 1,130,398 shares of Class B Common Stock were also disposed of, with exercise prices ranging from $1.67 to $5.97.
• Following these reported transactions, Linda Rottenberg's beneficial ownership of Olo Inc. securities is zero.

Sentiment

Score: 7

Explanation: The completion of the merger at a fixed cash price of $10.25 per share provides a definitive and positive liquidity event for shareholders and in-the-money option holders. While it marks the end of Olo Inc. as an independent public entity, the transaction itself represents a successful exit for investors at the agreed-upon valuation.

Positives

• Shareholders received a definitive cash payout of $10.25 per share for their common stock.
• Holders of in-the-money vested stock options received cash payments, providing liquidity for their equity incentives.

Negatives

• Olo Inc. ceased to be an independent publicly traded company, becoming a wholly-owned subsidiary of Olo Parent, Inc.
• Public shareholders no longer have an equity stake or voting rights in Olo Inc.

Future Outlook

Olo Inc. is now a wholly-owned subsidiary of Olo Parent, Inc., and as such, its independent public future outlook and financial guidance are no longer applicable. The filing does not provide forward-looking statements for the newly private entity.

Industry Context

Olo Inc. operates in the restaurant technology sector, providing digital ordering and delivery solutions. This merger represents a consolidation event, indicating a strategic move by Olo Parent, Inc. to acquire a key player in the digital restaurant ecosystem.

Stakeholder Impact

• Shareholders: Received $10.25 per share in cash for their common stock, concluding their investment in the public entity.
• Option Holders: Received cash payments for their vested, in-the-money stock options.
• Company: Olo Inc. transitioned from a publicly traded entity to a wholly-owned subsidiary, altering its operational and reporting structure.

Next Steps

• Former Olo Inc. shareholders will receive the $10.25 per share cash consideration for their cancelled shares.
• Former Olo Inc. option holders will receive cash payments for their cancelled in-the-money options.

Key Dates

Keywords

Olo Inc., OLO, Merger, Acquisition, Insider Transaction, Form 4, Beneficial Ownership, Stock Options, Cash Consideration, Director