---
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"
generated_at: "2026-05-17T06:44:00.167600+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Olo Inc. acquired by Thoma Bravo for $10.25 per share, aggregate ~$1.75B

## Summary
- 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.

## SEC filing metadata
- accession: 0001140361-25-034771
- form_type: 8-K
- cik: 0001431695
- company_name: Olo Inc.
- filed_at: 2025-09-12T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-25-034771
- JSON: https://secwatch.observer/filing/0001140361-25-034771.json
- Plain text: https://secwatch.observer/filing/0001140361-25-034771.txt

## Key facts
- Governance Changes
  Olo Inc.: Second Amended and Restated By-laws became effective at the Effective Time of the Merger.
  - Change: bylaw amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1431695/000114036125034771/0001140361-25-034771-index.htm
- Governance Changes
  Olo Inc.: Second Amended and Restated Certificate of Incorporation became effective at the Effective Time of the Merger.
  - Change: charter amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1431695/000114036125034771/0001140361-25-034771-index.htm
- M&A Transactions
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1431695/000114036125034771/0001140361-25-034771-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.