Olo Inc.: M&A transaction — Olo Inc. acquired by Thoma Bravo for $10.25 per share, aggregate ~$1.75B

Olo Inc.

All outstanding shares converted to $10.25 cash; total equity value approx $1.75B.
Class A common stock halted and will be delisted from NYSE; company to deregister.
Board resigned: Noah Glass, David Cancel, Brandon Gardner, David Frankel, Lee Kirkpatrick, Daniel Meyer, Colin Neville, Linda Rottenberg, Zuhairah Washington.
New directors Hudson Smith Jr. and Peter Hernandez appointed; CEO Noah Glass stays as officer of surviving corporation.
Transaction bonuses of $400,000 each paid to Peter Benevides, Joanna Lambert, and Robert Morvillo.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Olo Inc.: Second Amended and Restated By-laws became effective at the Effective Time of the Merger.

Change: bylaw amendment

Exact text from the filing

the Company’s certificate of incorporation and by-laws were amended and restated in their entirety. Copies of the Second Amended and Restated Certificate of Incorporation and the Second Amended and Restated By-laws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Olo Inc.: Second Amended and Restated Certificate of Incorporation became effective at the Effective Time of the Merger.

Change: charter amendment

Exact text from the filing

the Company’s certificate of incorporation and by-laws were amended and restated in their entirety. Copies of the Second Amended and Restated Certificate of Incorporation and the Second Amended and Restated By-laws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

Olo Inc. underwent a change of control involving Olo Parent, Inc. f/k/a Project Hospitality Parent, LLC for $10.25 in cash per share (closed 2025-09-12).

Action: change of control
Counterparty: Olo Parent, Inc. f/k/a Project Hospitality Parent, LLC
Consideration: $10.25 in cash per share
Closing: 2025-09-12

Exact text from the filing

General Corporation Law) that were issued and outstanding as of immediately prior to the Effective Time were automatically canceled and converted into the right to receive $10.25 in cash without interest (the “Merger Consideration”), (b) each share of Company Common Stock held in the treasury of the Company or any of its subsidiaries and any shares of

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Source: SEC EDGAR

accession 0001140361-25-034771

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