Joanna G. Lambert - 12 Sep 2025 Form 4 Insider Report for Olo Inc. (OLO)

Reporting relationship: Chief Operating Officer
Issuer ticker: OLO
Reported as of: 12 Sep 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 12 Sep 2025, 16:56:43 UTC
Prior SEC filing: 09 Sep 2025
Source filing: View source filing
Reporting owner signature: /s/ Jennifer C. Wong, Attorney-in-Fact

Key filing fact

Joanna G. Lambert filed Form 4 for Olo Inc. (OLO) on 12 Sep 2025.

Key facts

This page summarizes Joanna G. Lambert's Form 4 filing for Olo Inc. (OLO).
2 reported transactions and 0 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 0001981979 Primary reporting owner

Lambert Joanna G

Relationship: Chief Operating Officer
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: +733,024
Change %: +83%
Price: $0.000000
Shares after: 1,619,895
Date: 12 Sep 2025
Ownership: Direct
Footnotes: F1, F2

OLO transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares: -1,619,895
Change %: -100%
Price
Shares after: 0
Date: 12 Sep 2025
Ownership: Direct
Footnotes: F1, F3, F4, F5

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Joanna G. Lambert is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 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 157,137 vested as of the Effective Time and 575,887 remain unvested. 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 575,887 shares underlying outstanding PSUs that remain unvested and subject to time-based vesting conditions at the Effective Time. Each 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 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 PSU multiplied by (ii) the aggregate number of shares of Issuer Common Stock subject to such PSU, as applicable, immediately prior to the Effective Time (the "Cash Replacement Amounts"). The Cash Replacement Amounts for the PSUs are subject to the holder's continued service with Parent or its subsidiaries

Footnote F4

through the applicable vesting dates.

Footnote F5

Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of Issuer 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.