Welcome to our dedicated page for Olo SEC filings (Ticker: OLO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Olo Inc. (NYSE: OLO) has agreed to be taken private via a cash merger. On 3 July 2025 the company entered into an Agreement and Plan of Merger with Project Hospitality Parent, LLC and its wholly-owned Project Hospitality Merger Sub, Inc. (collectively, 鈥淧arent鈥�), an acquisition vehicle funded by Thoma Bravo Discover Fund IV. Merger Sub will merge with and into Olo, leaving Olo as the surviving wholly-owned subsidiary of Parent.
Cash consideration: Each outstanding share of Class A or Class B common stock will be converted into the right to receive $10.25 in cash, with treasury shares cancelled for no consideration. All in-the-money stock options will be cashed out, while out-of-the-money options will be cancelled. Vested RSUs and PSUs will receive cash equal to the per-share price; unvested awards convert into cash-settled replacement RSUs/PSUs that vest on the original schedules, contingent on continued service.
Support & approvals: The Olo board unanimously approved the transaction, and stockholders holding more than 75 % of the voting power have executed voting support agreements. Closing is conditioned on majority stockholder approval, HSR clearance, the absence of injunctions, material accuracy of representations, and no Company Material Adverse Effect.
Key terms & protections: 鈥� Non-solicitation covenant with fiduciary-out for superior proposals. 鈥� Termination rights for both parties; Olo must pay a $73.725 million termination fee (3.75 % of equity value) in specified circumstances. 鈥� Parent鈥檚 aggregate liability is capped at $157.3 million. 鈥� Equity financing is fully committed by Thoma Bravo; no debt financing disclosed. 鈥� Outside date is 3 January 2026, extendable three months.
Upon closing, Olo will cease to be a publicly traded company; its shares will be delisted from the NYSE. A joint press release announcing the deal was furnished as Exhibit 99.1, and a proxy statement will be filed on Schedule 14A to solicit stockholder approval.
Ligand Pharmaceuticals Inc. has filed a Form 3 as an initial statement of beneficial ownership in Pelthos Therapeutics Inc. (ticker PTHS) dated July 1, 2025. The filing shows Ligand as a 10%+ owner, disclosing ownership of Series A convertible preferred stock that can be converted into 1,800,000 common shares after adjustment for the issuer鈥檚 1-for-10 reverse split executed on the same date. The preferred shares are convertible at the holder鈥檚 election with no stated expiration, but are contractually capped so that Ligand鈥檚 post-conversion stake cannot exceed 49.9% of PTHS鈥檚 outstanding common stock. All reported securities are held directly by Ligand. The form was signed by Octavio Espinoza, CFO of Ligand, on July 2, 2025.
Novanta Inc. (NASDAQ: NOVT) entered into a Fourth Amended & Restated Credit Agreement on 27 June 2025 that replaces its 2019 facility scheduled to mature in March 2027. The new agreement provides an aggregate senior secured credit capacity of approximately US$1.0 billion, broken down into:
- 鈧�65.31 million 5-year Euro-denominated term loan
- $75 million 5-year US-dollar term loan
- $850 million 5-year revolving credit facility
The maturity is extended to June 2030, and an uncommitted accordion feature can raise total commitments by an additional $350 million, subject to customary conditions. Interest is set at (i) Base Rate + 0鈥�0.75 ppt or (ii) SOFR/SONIA/EURIBOR + 1.00鈥�1.75 ppt, with pricing tied to the company鈥檚 consolidated leverage ratio. A commitment fee applies to unused revolver capacity.
Key financial covenants tested quarterly include: (1) maximum consolidated leverage ratio of 3.5脳 (step-up to 4.0脳 for four quarters following qualifying acquisitions >= $50 million) and (2) minimum fixed-charge coverage ratio of 1.25脳. The facilities are secured by senior liens on substantially all assets of Novanta and certain subsidiaries and contain customary negative covenants on mergers, asset sales, indebtedness, investments and liens.
Required quarterly principal amortization begins September 2025 for the Euro term loan and September 2026 for the US term loan, with final balloon payments due at maturity. Prepayments from asset sales, casualty events or incremental debt are mandatory, while voluntary prepayments and commitment reductions are permitted without premium.
Outstanding borrowings under the prior facility were $392.4 million as of 28 March 2025. The new structure enhances liquidity headroom, extends tenor, and provides interest-rate optionality, but also secures the debt and maintains leverage limits that investors should monitor.
Novanta Inc. (NASDAQ: NOVT) entered into a Fourth Amended & Restated Credit Agreement on 27 June 2025 that replaces its 2019 facility scheduled to mature in March 2027. The new agreement provides an aggregate senior secured credit capacity of approximately US$1.0 billion, broken down into:
- 鈧�65.31 million 5-year Euro-denominated term loan
- $75 million 5-year US-dollar term loan
- $850 million 5-year revolving credit facility
The maturity is extended to June 2030, and an uncommitted accordion feature can raise total commitments by an additional $350 million, subject to customary conditions. Interest is set at (i) Base Rate + 0鈥�0.75 ppt or (ii) SOFR/SONIA/EURIBOR + 1.00鈥�1.75 ppt, with pricing tied to the company鈥檚 consolidated leverage ratio. A commitment fee applies to unused revolver capacity.
Key financial covenants tested quarterly include: (1) maximum consolidated leverage ratio of 3.5脳 (step-up to 4.0脳 for four quarters following qualifying acquisitions >= $50 million) and (2) minimum fixed-charge coverage ratio of 1.25脳. The facilities are secured by senior liens on substantially all assets of Novanta and certain subsidiaries and contain customary negative covenants on mergers, asset sales, indebtedness, investments and liens.
Required quarterly principal amortization begins September 2025 for the Euro term loan and September 2026 for the US term loan, with final balloon payments due at maturity. Prepayments from asset sales, casualty events or incremental debt are mandatory, while voluntary prepayments and commitment reductions are permitted without premium.
Outstanding borrowings under the prior facility were $392.4 million as of 28 March 2025. The new structure enhances liquidity headroom, extends tenor, and provides interest-rate optionality, but also secures the debt and maintains leverage limits that investors should monitor.
Olo Inc. (NYSE: OLO) filed an 8-K to report the voting results of its 2025 Annual Meeting held on 12 June 2025. A quorum was achieved with 143,767,524 shares present, representing 92.87 % of outstanding common stock.
Director elections: Noah H. Glass (98.5 % support), David Cancel (87.5 %), and Linda Rottenberg (94.9 %) were re-elected as Class I directors for terms ending in 2028.
Auditor ratification: Deloitte & Touche LLP was re-appointed with 99.9 % approval (575,329,262 FOR / 86,448 AGAINST / 364,414 ABSTAIN).
Say-on-Pay: Executive compensation received 96.9 % support (550,379,387 FOR).
No other matters were submitted and there were no surprises or material changes disclosed.
Olo Director Zuhairah Scott Washington executed planned sales of Class A Common Stock through a pre-established Rule 10b5-1 trading plan from November 2024. The transactions occurred over two days:
- June 16, 2025: Disposed of 10,000 shares at weighted average price of $8.482 (range $8.405-$8.55)
- June 17, 2025: Sold additional 1,000 shares at $8.51 per share
Following these transactions, Washington retains beneficial ownership of 67,677 shares held directly. The sales were executed according to a predetermined trading plan, which helps avoid concerns about insider trading by establishing sale parameters in advance. This represents a moderate reduction in the director's holdings but maintains significant equity stake in the company.
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