Form 4: Raine Group Entities Report Olo Inc. Merger Completion

Raine Group entities report the completion of Olo Inc.'s acquisition by Project Hospitality Parent, with all shares converted to cash at $10.25 per share.

Summary

• RPII Order LLC, Raine Partners II LP, Raine Associates II LP, Raine Management LLC, The Raine Group LLC, Raine Holdings LLC, and Raine Capital LLC, collectively referred to as the Reporting Persons, have filed a Form 4.
• The filing indicates the disposition of all their beneficial ownership in Olo Inc. (OLO) due to a merger.
• On September 12, 2025, Project Hospitality Parent, LLC acquired Olo Inc. pursuant to a Merger Agreement dated July 3, 2025.
• As a result of the merger, Olo Inc. became a wholly-owned subsidiary of Project Hospitality Parent, LLC.
• All shares of Olo Inc. Class A Common Stock and Class B Common Stock held by the Reporting Persons were automatically canceled and converted into the right to receive $10.25 per share in cash, without interest.
• RPII Order LLC disposed of 3,065,000 shares of Class A Common Stock and 29,155,439 shares of Class B Common Stock (convertible to Class A).
• Indirect dispositions also included 25,928 Class A shares held by Brandon Gardner, 25,928 Class A shares held by Colin Neville, and 409,426 Class A shares held by Raine Associates, all attributed to the Reporting Persons due to their relationships.
• Following these transactions, the Reporting Persons beneficially own 0 shares of Olo Inc. Class A and Class B Common Stock.

Sentiment

Score: 7

Explanation: The sentiment is positive for the Reporting Persons as they successfully completed an exit at a defined cash value. For Olo Inc. shareholders, it represents a definitive, expected liquidity event. The lack of future public market participation is a neutral outcome given the nature of the transaction.

Positives

• The Reporting Persons successfully exited their investment in Olo Inc. at a fixed cash price of $10.25 per share.
• The merger provides a clear liquidity event for all Olo Inc. shareholders at a predetermined value.

Negatives

• Olo Inc. is no longer a publicly traded company, removing its stock from public markets.
• Reporting Persons no longer have direct exposure to Olo Inc.'s future growth or performance as a public entity.

Risks

• The Reporting Persons no longer have any beneficial ownership in Olo Inc., meaning they will not participate in any potential future appreciation of the company's value.
• For former public shareholders, the risk of holding Olo Inc. stock is eliminated, but so is the opportunity for future capital gains from the public market.

Future Outlook

Olo Inc. is now a wholly-owned subsidiary of Project Hospitality Parent, LLC and is no longer a publicly traded entity. The Reporting Persons have fully divested their ownership, concluding their investment in Olo Inc. as a public company.

Industry Context

The acquisition of Olo Inc., a technology platform for the restaurant industry, by Project Hospitality Parent, LLC reflects ongoing consolidation and strategic investments within the food service technology sector. Such mergers often aim to achieve greater market share, operational efficiencies, or integrate complementary technologies.

Comparison to Industry Standards

• This filing does not provide specific details on comparable companies, projects, or results to assess the acquisition price against industry standards. The focus is solely on the reporting persons' disposition of shares due to the merger.

Related Party Transactions

• The filing details the complex beneficial ownership structure of the Raine Group entities, including RPII Order LLC, Raine Partners II LP, Raine Associates II LP, Raine Management LLC, The Raine Group LLC, Raine Holdings LLC, and Raine Capital LLC.
• It also notes that Brandon Gardner and Colin Neville, members of Olo Inc.'s Board of Directors, are partners of Raine Holdings, which is part of the Raine Group structure, and their shares were also disposed of as part of the merger.

Stakeholder Impact

• Shareholders of Olo Inc. received a cash payment of $10.25 per share, providing a clear exit and liquidity for their investment.
• Employees of Olo Inc. will now be part of a privately held company under Project Hospitality Parent, LLC, which may lead to changes in corporate culture, strategy, or operational focus.

Next Steps

• For the Reporting Persons, their investment in Olo Inc. has concluded.
• Olo Inc. will continue operations as a private entity under the ownership of Project Hospitality Parent, LLC.

Key Dates

Keywords

Olo Inc., OLO, Merger, Acquisition, Project Hospitality Parent, Raine Group, Form 4, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Cash Acquisition