Brandon Gardner - Sep 12, 2025 Form 4 Insider Report for Olo Inc. (OLO)

Role
Director, 10%+ Owner
Signature
/s/ Jennifer C. Wong, Attorney-in-Fact
Stock symbol
OLO
Transactions as of
Sep 12, 2025
Transactions value $
$0
Form type
4
Date filed
9/12/2025, 04:56 PM
Previous filing
Jun 16, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Gardner Brandon Director, 10%+ Owner C/O THE RAINE GROUP, 65 EAST 55TH STREET, NEW YORK /s/ Jennifer C. Wong, Attorney-in-Fact 2025-09-12 0001835021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OLO Class A Common Stock Disposed to Issuer -118K -100% 0 Sep 12, 2025 Direct F1, F2
transaction OLO Class A Common Stock Disposed to Issuer -409K -100% 0 Sep 12, 2025 By Raine Associates II LP F1, F2, F3
transaction OLO Class A Common Stock Disposed to Issuer -6K -100% 0 Sep 12, 2025 By Family Member F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Brandon Gardner is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This Form 4 reports securities disposed of pursuant to 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.
F2 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, without interest, less any applicable withholding taxes.
F3 Represents securities of the Issuer owned directly by Raine Associates II LP (the "LLC"). The Reporting Person disclaims beneficial ownership over the shares held by the LLC except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.