Noah H. Glass - 12 Sep 2025 Form 4 Insider Report for Olo Inc. (OLO)

Reporting relationship: CEO, Director
Issuer ticker: OLO
Reported as of: 12 Sep 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 12 Sep 2025, 16:56:41 UTC
Prior SEC filing: 09 Sep 2025
Next SEC filing: 05 Jan 2026
Source filing: View source filing
Reporting owner signature: /s/ Jennifer C. Wong, Attorney-in-Fact

Key filing fact

Noah H. Glass filed Form 4 for Olo Inc. (OLO) on 12 Sep 2025.

Key facts

This page summarizes Noah H. Glass's Form 4 filing for Olo Inc. (OLO).
8 reported transactions and 6 derivative rows are listed below.
Accepted by SEC: 12 Sep 2025, 16:56.

Change

Previous filing in this sequence was filed on 09 Sep 2025.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001844608 Primary reporting owner

Glass Noah H.

Relationship: CEO, Director
Address: C/O OLO INC., 285 FULTON STREET, ONE WORLD TRADE CENTER, 82ND FLOOR, NEW YORK
Signature: /s/ Jennifer C. Wong, Attorney-in-Fact
Signature date: 12 Sep 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

OLO transaction

Class A Common Stock

Award

Transaction value: $0
Shares: +1,881,837
Change %: +706%
Price: $0.000000
Shares after: 2,148,304
Date: 12 Sep 2025
Ownership: Direct
Footnotes: F1, F2

OLO transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares: -2,148,304
Change %: -100%
Price
Shares after: 0
Date: 12 Sep 2025
Ownership: Direct
Footnotes: F1, F3, F4, F5

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

OLO transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -5,809,070
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 12 Sep 2025
Ownership: Direct
Underlying class: Class B Common Stock
Underlying amount: 5,809,070
Exercise price: $1.67
Footnotes: F1, F6

OLO transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -415,871
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 12 Sep 2025
Ownership: Direct
Underlying class: Class B Common Stock
Underlying amount: 415,871
Exercise price: $2.74
Footnotes: F1, F6

OLO transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -897,600
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 12 Sep 2025
Ownership: Direct
Underlying class: Class B Common Stock
Underlying amount: 897,600
Exercise price: $9.72
Footnotes: F1, F6

OLO transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -1,547,867
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 12 Sep 2025
Ownership: Direct
Underlying class: Class B Common Stock
Underlying amount: 1,547,867
Exercise price: $1.67
Footnotes: F1, F6

OLO transaction Derivative

Class B Common Stock

Disposed to Issuer

Transaction value: $0
Shares: -1,118,400
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 12 Sep 2025
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 1,118,400
Exercise price
Footnotes: F1, F5

OLO transaction Derivative

Class B Common Stock

Disposed to Issuer

Transaction value: $0
Shares: -3,604,595
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 12 Sep 2025
Ownership: By Trust
Underlying class: Class A Common Stock
Underlying amount: 3,604,595
Exercise price
Footnotes: F1, F5, F7

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Noah H. Glass is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 7 footnotes

Footnote F1

This Form 4 reports transactions in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated July 3, 2025, by and among the Issuer, Olo Parent, Inc. (f/k/a Project Hospitality Parent, LLC), a Delaware corporation ("Parent") and Project Hospitality Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). On September 12, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Parent.

Footnote F2

Represents shares underlying outstanding performance-based restricted stock units ("PSUs") previously granted of which all remain unvested at the Effective Time. The number of shares of Class A Common Stock subject to such PSUs was determined in good faith by the Company Board as of immediately prior to the Effective Time by deeming the performance metrics of such Company PSUs achieved at actual levels of performance effective as of the Effective Time.

Footnote F3

Includes (i) 67,295 unvested and outstanding restricted stock units subject to time-based vesting conditions (the "RSUs") and (ii) 1,881,837 shares underlying unvested and outstanding PSUs. Each RSU and PSU represents the contingent right to receive one share of Issuer's Class A Common Stock, par value $0.001 per share (the "Issuer Common Stock") upon vesting and settlement. Pursuant to the terms of the Merger Agreement at the Effective Time, each outstanding RSU and PSU was cancelled and extinguished and converted into a contingent right to receive solely an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (i) the Merger Consideration (as defined below) payable with respect to such RSU or PSU multiplied by (ii) the aggregate number of shares of Issuer Common Stock subject to such RSU or PSU, as applicable, immediately prior to the Effective Time (the "Cash Replacement Amounts").

Footnote F4

The Cash Replacement Amounts for the RSUs and PSUs are subject to the holder's continued service with Parent or its subsidiaries through the applicable vesting dates.

Footnote F5

Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of Issuer Class A Common Stock and Class B Common Stock (together, "Common Stock") was cancelled and automatically converted into the right to receive $10.25 in cash ("Merger Consideration"), without interest, less any applicable withholding taxes.

Footnote F6

Pursuant to the terms of the Merger Agreement, each outstanding stock option to purchase shares of Issuer Common Stock ("In-the-Money Company Stock Option"), that was vested, outstanding and exercisable as of the date of the Merger Agreement and had a per share exercise price that was less than the Merger Consideration was cancelled and automatically converted into the right to receive solely an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the excess, if any, of the Merger Consideration over the per share exercise price of such In-the-Money Company Stock Option and (ii) the aggregate number of shares of Issuer Common Stock underlying such In-the-Money Company Stock Option immediately prior to the Effective Time (the "Option Payments"). The holder of any canceled In-the-Money Company Stock Option was only entitled to receive the Option Payment in respect of such canceled In-the-Money Company Stock Option.

Footnote F7

These shares are held by the Glass Family Trust (the "Trust"). The Reporting Person is the Trustee and a beneficiary of the Trust. The Reporting Person disclaims beneficial ownership of the shares owned by the Trust except to the extent of his pecuniary interest therein, if any.