Sec Form 4 Filing - Benevides Peter J. @ Olo Inc. - 2025-09-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Benevides Peter J. 2. Issuer Name and Ticker or Trading Symbol Olo Inc. [ OLO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O OLO INC., 285 FULTON STREET, ONE WORLD TRADE CENTER, 82ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/12/2025 (Street) NEW YORK, NY10007 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 09/12/2025 A( 1 ) 728,859 ( 2 ) A $ 0 1,401,651 D Class A Common Stock 09/12/2025 D( 1 ) 1,401,651 D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 1.67 09/12/2025 D( 1 ) 273,938 ( 4 ) 04/25/2026 Class B Common Stock 273,938 $ 0 0 D Stock Option (Right to Buy) $ 1.67 09/12/2025 D( 1 ) 127,500 ( 4 ) 02/05/2028 Class B Common Stock 127,500 $ 0 0 D Stock Option (Right to Buy) $ 2.74 09/12/2025 D( 1 ) 334,900 ( 4 ) 01/20/2030 Class B Common Stock 334,900 $ 0 0 D Stock Option (Right to Buy) $ 9.72 09/12/2025 D( 1 ) 209,950 ( 4 ) 01/31/2031 Class B Common Stock 209,950 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Benevides Peter J. C/O OLO INC., 285 FULTON STREET ONE WORLD TRADE CENTER, 82ND FLOOR NEW YORK, NY10007 Chief Financial Officer Signatures /s/ Jennifer C. Wong, Attorney-in-Fact 09/12/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Represents shares underlying outstanding performance-based restricted stock units ("PSUs") previously granted to the Reporting Person of which all fully vested as of the Effective Time. 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. ( 3 )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. ( 4 )Pursuant to the terms of the Merger Agreement, each outstanding stock option to purchase shares of Issuer Common Stock ("In-the-Money Company Stock Option"), that was vested, outstanding and exercisable as of the date of the Merger Agreement and had a per share exercise price that was less than the Merger Consideration was cancelled and automatically converted into the right to receive solely an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the excess, if any, of the Merger Consideration over the per share exercise price of such In-the-Money Company Stock Option and (ii) the aggregate number of shares of Issuer Common Stock underlying such In-the-Money Company Stock Option immediately prior to the Effective Time (the "Option Payments"). The holder of any canceled In-the-Money Company Stock Option was only entitled to receive the Option Payment in respect of such canceled In-the-Money Company Stock Option.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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