AG真人官方

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.