{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-25-034771","form_type":"8-K","ticker":null,"cik":"0001431695","company_name":"Olo Inc.","filed_at":"2025-09-12T23:59:59+00:00","discovered_at":"2026-05-14T18:02:43.979192+00:00","generated_at":"2026-05-17T06:44:00.167600+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Olo Inc. acquired by Thoma Bravo for $10.25 per share, aggregate ~$1.75B","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-25-034771","json":"https://secwatch.observer/filing/0001140361-25-034771.json","markdown":"https://secwatch.observer/filing/0001140361-25-034771.md","text":"https://secwatch.observer/filing/0001140361-25-034771.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1431695/000114036125034771/0001140361-25-034771-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1431695/000114036125034771/ef20055522_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T06:44:00.167600+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"65f83cec65e44c0e71edab6a78b8ba64b5285bbd","claim":"Olo Inc.: Second Amended and Restated By-laws became effective at the Effective Time of the Merger.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1431695/000114036125034771/0001140361-25-034771-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"be6592a38ca20262a614637c13b8de597885e3a2","claim":"Olo Inc.: Second Amended and Restated Certificate of Incorporation became effective at the Effective Time of the Merger.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1431695/000114036125034771/0001140361-25-034771-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"71f163d13be1ce85e8f517bd289935c1d1e9eb39","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1431695/000114036125034771/0001140361-25-034771-index.htm","confidence":0.95,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Olo Parent, Inc. f/k/a Project Hospitality Parent, LLC"},{"label":"Consideration","value":"$10.25 in cash per share"},{"label":"Closing","value":"2025-09-12"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}