Core Viewpoint - The Ademi Firm is investigating Olo for potential breaches of fiduciary duty and other legal violations related to its transaction with Thoma Bravo, where Olo shareholders will receive $10.25 per share, valuing the company at approximately $2.0 billion in equity [1]. Group 1 - The investigation focuses on possible breaches of fiduciary duty by Olo in its dealings with Thoma Bravo [1]. - Olo shareholders are set to receive $10.25 per share in the transaction [1]. - The total equity valuation of Olo in this transaction is approximately $2.0 billion [1].

Core Viewpoint - The Schall Law Firm is investigating potential breaches of fiduciary duty by the directors and management of Olo Inc. in relation to its acquisition by Thoma Bravo for $10.25 per share [1]. Group 1 - The investigation by the Schall Law Firm focuses on whether the Olo board acted in the best interests of its shareholders during the acquisition process [1]. - Olo Inc. has agreed to be acquired by Thoma Bravo at a price of $10.25 per share [1].

Core Insights - Olo Inc. reported revenue of $85.72 million for the quarter ended June 2025, marking a year-over-year increase of 21.6% [1] - The earnings per share (EPS) for the same period was $0.07, compared to $0.05 a year ago, indicating growth [1] - The reported revenue exceeded the Zacks Consensus Estimate of $82.27 million by 4.2%, while the EPS fell short of the consensus estimate of $0.08 by 12.5% [1] Financial Performance Metrics - Professional services and other revenue reached $1.58 million, surpassing the average estimate of $1.06 million by three analysts, reflecting a year-over-year increase of 74.6% [4] - Platform revenue was reported at $84.15 million, exceeding the average estimate of $81.21 million by three analysts, and showing a year-over-year growth of 20.9% [4] - Non-GAAP gross profit for the Platform was $48.52 million, slightly below the average estimate of $48.89 million from three analysts [4] - Non-GAAP gross profit for Services was $0.27 million, exceeding the average estimate of $0.11 million from two analysts [4] Stock Performance - Olo's shares have returned 2.7% over the past month, outperforming the Zacks S&P 500 composite, which changed by 0.6% [3] - The stock currently holds a Zacks Rank 3 (Hold), suggesting it may perform in line with the broader market in the near term [3]

Company Performance - Olo Inc. reported quarterly earnings of $0.07 per share, missing the Zacks Consensus Estimate of $0.08 per share, but showing an increase from $0.05 per share a year ago, resulting in an earnings surprise of -12.50% [1] - The company posted revenues of $85.72 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 4.20% and increasing from $70.5 million year-over-year [2] - Olo has surpassed consensus revenue estimates four times over the last four quarters [2] Stock Movement and Outlook - Olo shares have increased approximately 35.3% since the beginning of the year, significantly outperforming the S&P 500's gain of 6.1% [3] - The company's earnings outlook is crucial for investors, as it includes current consensus earnings expectations for upcoming quarters and any recent changes to these expectations [4] - The current consensus EPS estimate for the coming quarter is $0.08 on revenues of $85.82 million, and $0.31 on revenues of $339.4 million for the current fiscal year [7] Industry Context - The Internet - Software industry, to which Olo belongs, is currently ranked in the top 32% of over 250 Zacks industries, indicating a favorable outlook [8] - Empirical research suggests a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can impact Olo's stock performance [5] - The Zacks Rank for Olo is currently 3 (Hold), suggesting that the shares are expected to perform in line with the market in the near future [6]

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) Unaudited Q2 2025 financials show increased assets and revenue, decreased Q2 net income, and improved operating cash flow [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$780.7 million** by June 30, 2025, driven by cash, with stable liabilities and growing equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total current assets** | $469,719 | $448,321 | | Cash and cash equivalents | $309,333 | $286,757 | | **Total assets** | **$780,672** | **$754,776** | | **Total current liabilities** | $60,862 | $59,594 | | **Total liabilities** | **$71,681** | **$71,553** | | **Total stockholders' equity** | **$708,991** | **$683,223** | [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 revenue grew **21.6%** to **$85.7 million**, but net income decreased to **$1.6 million** due to higher costs Statement of Operations Summary (in thousands, except EPS) | Metric | Q2 2025 | Q2 2024 | YoY Change | H1 2025 | H1 2024 | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | $85,724 | $70,504 | +21.6% | $166,404 | $137,015 | +21.5% | | **Gross Profit** | $43,930 | $39,905 | +10.1% | $88,244 | $77,113 | +14.4% | | **(Loss) Income from Operations** | ($2,704) | $977 | - | ($5,120) | ($6,183) | - | | **Net Income** | $1,580 | $5,729 | -72.4% | $3,386 | $3,373 | +0.4% | | **Diluted EPS** | $0.01 | $0.03 | -66.7% | $0.02 | $0.02 | 0.0% | [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) H1 2025 operating cash flow increased to **$27.4 million**, investing cash use decreased, and financing activities provided **$2.9 million** Cash Flow Summary for Six Months Ended June 30 (in thousands) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $27,386 | $24,158 | | Net cash used in investing activities | ($7,684) | ($13,632) | | Net cash provided by (used in) financing activities | $2,874 | ($19,305) | | **Net increase (decrease) in cash** | **$22,576** | **($8,779)** | [Notes to the Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the pending **$2 billion** Thoma Bravo acquisition, revenue recognition, a **$100 million** stock buyback program, and legal proceedings - On July 3, 2025, Olo entered into a Merger Agreement to be acquired by private equity firm Thoma Bravo in an all-cash transaction valued at approximately **$2 billion**, or **$10.25 per share**. The transaction is expected to close by the end of 2025[39](index=39&type=chunk)[116](index=116&type=chunk) - The Board of Directors authorized a **$100 million** Class A common stock repurchase program on April 30, 2024. As of June 30, 2025, no repurchases have been made under this program[73](index=73&type=chunk)[75](index=75&type=chunk) - The company is involved in a Consolidated Derivative Action lawsuit alleging breaches of fiduciary duty by certain directors and officers related to statements about its business relationship with Subway. A motion to dismiss is pending[98](index=98&type=chunk)[101](index=101&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the Thoma Bravo acquisition, Q2 2025 revenue growth, gross margin decline, and **$428.5 million** liquidity [Key Performance Indicators and Business Strategy](index=28&type=section&id=Key%20Performance%20Indicators%20and%20Business%20Strategy) Q2 2025 KPIs show **89,000** active locations, **$955** ARPU, **114%** net revenue retention, and focus on payments Key Performance Indicators (Q2 2025 vs Q2 2024) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Average Revenue Per Unit | $955 | $852 | | Ending Active Locations | 89,000 | 82,000 | - Dollar-based net revenue retention was **114%** for the quarter ended June 30, 2025, indicating strong customer retention and expansion of services within the existing customer base[130](index=130&type=chunk)[136](index=136&type=chunk) - Strategic priorities include continued investment in the platform's functionality, particularly around payments (Olo Pay) and data analytics, to drive growth and deliver more value to customers[142](index=142&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) Q2 2025 revenue grew **21.6%** to **$85.7 million**, gross margin declined to **51.2%**, and G&A expenses rose **86.0%** Revenue Comparison for Three Months Ended June 30 (in thousands) | Revenue Type | 2025 | 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Platform | $84,146 | $69,600 | $14,546 | 20.9% | | Professional services and other | $1,578 | $904 | $674 | 74.6% | | **Total Revenue** | **$85,724** | **$70,504** | **$15,220** | **21.6%** | - Gross margin for Q2 2025 decreased to **51.2%** from **56.6%** in Q2 2024, driven by higher transaction processing costs associated with increased Olo Pay adoption and higher amortization of capitalized software[167](index=167&type=chunk) - General and administrative expenses for Q2 2025 increased by **86.0%** year-over-year, primarily due to professional services costs associated with the pending merger and the impact of a **$9.0 million** litigation-related insurance recovery recorded in Q2 2024[169](index=169&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is **$428.5 million** as of June 30, 2025, with merger restrictions and no repurchases under the **$100 million** buyback program - Principal sources of liquidity as of June 30, 2025, were **$428.5 million** in cash, cash equivalents, and short- and long-term investments[187](index=187&type=chunk) - The pending Merger Agreement restricts certain actions, including incurring capital expenditures above specified thresholds and repurchasing common stock, without consent from the acquirer, Parent[186](index=186&type=chunk) Cash Flow Summary for Six Months Ended June 30 (in thousands) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $27,386 | $24,158 | | Net cash used in investing activities | ($7,684) | ($13,632) | | Net cash provided by (used in) financing activities | $2,874 | ($19,305) | [Non-GAAP Financial Measures](index=43&type=section&id=Non-GAAP%20Financial%20Measures) Non-GAAP operating income for Q2 2025 was **$13.1 million** (**15%** margin), and free cash flow was **$24.0 million** Reconciliation of GAAP Operating (Loss) Income to Non-GAAP Operating Income (in thousands) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Operating (loss) income, GAAP | ($2,704) | $977 | | Adjustments | $15,794 | $6,637 | | **Operating income, non-GAAP** | **$13,090** | **$7,614** | Reconciliation of Net Cash from Operations to Non-GAAP Free Cash Flow (in thousands) | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $26,838 | $18,131 | | Purchase of property and equipment | ($309) | ($299) | | Capitalized internal-use software | ($2,499) | ($3,682) | | **Non-GAAP free cash flow** | **$24,030** | **$14,150** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Primary market risk is interest rate exposure on short-term investments, not expected to be material, with other risks insignificant - The primary market risk is interest rate risk related to the company's investment portfolio and credit facility. However, due to the short-term nature of investments, the impact of rate changes is not expected to be material[212](index=212&type=chunk)[214](index=214&type=chunk) - Foreign currency exchange risk is not significant as revenue and costs are generally denominated in U.S. dollars[215](index=215&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2025, with no material changes - As of June 30, 2025, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[217](index=217&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) Legal proceedings, detailed in Note 10, primarily involve a consolidated derivative lawsuit against certain directors and officers - For a description of legal proceedings, the report refers to Note 10 in the financial statements, which details the ongoing Consolidated Derivative Action[222](index=222&type=chunk) [Item 1A. Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) Key risks include the pending Thoma Bravo acquisition, potential non-completion, business disruption, and adverse economic impacts - A significant risk is associated with the pending acquisition by Thoma Bravo. Potential adverse effects include business disruption, diversion of management attention, inability to retain key personnel, and restrictions on pursuing alternative business opportunities[224](index=224&type=chunk)[225](index=225&type=chunk) - If the merger is not completed, the company could face a decline in its stock price, damaged business relationships, and may be required to pay a termination fee of **$73.7 million** under certain circumstances[227](index=227&type=chunk) - The company's business is subject to industry risks from economic uncertainty, inflation, and reduced consumer spending in the restaurant sector, which could lead to elongated sales cycles and negatively impact revenue[229](index=229&type=chunk)[230](index=230&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=52&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered equity sales occurred, and no repurchases were made under the **$100 million** 2024 Buyback Program - The company did not make any repurchases under its **$100 million** 2024 Buyback Program during the period[234](index=234&type=chunk)

[Executive Summary & Company Overview](index=1&type=section&id=Executive%20Summary%20%26%20Company%20Overview) [Second Quarter 2025 Highlights](index=1&type=section&id=Second%20Quarter%202025%20Highlights) Olo reported strong Q2 2025 financial performance, with revenue up 22% and ARPU up 12%, exceeding guidance Q2 2025 Financial Highlights | Metric | Q2 2025 (GAAP) | Q2 2024 (GAAP) | YoY Change | Q2 2025 (Non-GAAP) | Q2 2024 (Non-GAAP) | YoY Change | | :-------------------------------- | :------------- | :------------- | :--------- | :----------------- | :----------------- | :--------- | | Total Revenue | $85.7M | $70.5M | +22% | - | - | - | | Platform Revenue | $84.1M | $69.6M | +21% | - | - | - | | Gross Profit | $43.9M | $39.9M | +10% | $48.8M | $44.3M | +10% | | Operating Income (Loss) | ($2.7M) | $1.0M | - | $13.1M | $7.6M | +72% | | Net Income | $1.6M | $5.7M | -72% | $13.1M | $9.2M | +42% | | EPS (Diluted) | $0.01 | $0.03 | -67% | $0.07 | $0.05 | +40% | | Cash, Cash Equivalents, and Investments | $428.5M (as of Jun 30, 2025) | - | - | - | - | - | | ARPU | ~$955 | - | +12% | - | - | - | | Dollar-based NRR | 114% | - | - | - | - | - | | Ending Active Locations | ~89,000 | - | +9% | - | - | - | - Borderless, Olo's passwordless checkout feature, exceeded **19 million** total accounts across more than **450 brands**[6](index=6&type=chunk) [Pending Acquisition by Thoma Bravo](index=1&type=section&id=Pending%20Acquisition%20by%20Thoma%20Bravo) Olo agreed to be acquired by Thoma Bravo for **$2.0 billion** in equity, offering **$10.25** per share, and withdrew financial guidance - Olo entered into a definitive agreement to be acquired by Thoma Bravo for approximately **$2.0 billion** in equity value[1](index=1&type=chunk)[4](index=4&type=chunk) - Shareholders will receive **$10.25** per share in cash, a **65%** premium over Olo's share price of **$6.20** as of April 30, 2025[4](index=4&type=chunk) - The transaction was unanimously approved by the Olo Board of Directors and is expected to close by the end of calendar year 2025[4](index=4&type=chunk) - Olo has withdrawn its prior financial guidance for fiscal year 2025 and suspended providing future guidance due to the pending acquisition[5](index=5&type=chunk) [About Olo](index=2&type=section&id=About%20Olo) Olo is a leading restaurant technology provider offering ordering, payment, and guest engagement solutions to over **750** brands - Olo is a leading restaurant technology provider with ordering, payment, and guest engagement solutions[8](index=8&type=chunk) - The company's open SaaS platform processes millions of orders daily, serving over **750** restaurant brands and a network of more than **400** integration partners[8](index=8&type=chunk) [Financial Performance (GAAP)](index=7&type=section&id=Financial%20Performance%20(GAAP)) [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets increased to **$780.7 million**, driven by cash, and equity grew to **$709.0 million** Condensed Consolidated Balance Sheets (in thousands) | Metric (in thousands) | As of June 30, 2025 | As of December 31, 2024 | Change | | :------------------------------------ | :------------------ | :---------------------- | :----- | | Cash and cash equivalents | $309,333 | $286,757 | +$22,576 | | Total current assets | $469,719 | $448,321 | +$21,398 | | Total assets | $780,672 | $754,776 | +$25,896 | | Total current liabilities | $60,862 | $59,594 | +$1,268 | | Total liabilities | $71,681 | $71,553 | +$128 | | Total stockholders' equity | $708,991 | $683,223 | +$25,768 | [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2025, total revenue grew **22%** to **$85.7 million**, but operating loss was **$2.7 million** and net income **$1.6 million**, a decrease due to higher G&A Condensed Consolidated Statements of Operations (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | YoY Change | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | YoY Change | | :------------------------------------ | :------------------------------- | :------------------------------- | :--------- | :----------------------------- | :----------------------------- | :--------- | | Total Revenue | $85,724 | $70,504 | +21.6% | $166,404 | $137,015 | +21.4% | | Gross Profit | $43,930 | $39,905 | +10.1% | $88,244 | $77,113 | +14.4% | | Operating (Loss) Income | ($2,704) | $977 | - | ($5,120) | ($6,183) | +17.2% | | Net Income | $1,580 | $5,729 | -72.4% | $3,386 | $3,373 | +0.4% | | Diluted EPS | $0.01 | $0.03 | -66.7% | $0.02 | $0.02 | 0% | | General and administrative expenses | $16,117 | $8,664 | +86.0% | $31,907 | $21,420 | +49.0% | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For H1 2025, operating cash flow increased to **$27.4 million**, investing outflow improved to **$7.7 million**, and financing provided **$2.9 million** Condensed Consolidated Statements of Cash Flows (in thousands) | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :------------------------------------ | :----------------------------- | :----------------------------- | :----- | | Net cash provided by operating activities | $27,386 | $24,158 | +$3,228 | | Net cash used in investing activities | ($7,684) | ($13,632) | +$5,948 | | Net cash provided by (used in) financing activities | $2,874 | ($19,305) | +$22,179 | | Net increase (decrease) in cash and cash equivalents | $22,576 | ($8,779) | +$31,355 | | Cash and cash equivalents, end of period | $309,333 | $269,439 | +$39,894 | [Non-GAAP Metrics & Key Performance Indicators](index=3&type=section&id=Non-GAAP%20Metrics%20%26%20Key%20Performance%20Indicators) [Non-GAAP Financial Measures Explanation](index=3&type=section&id=Non-GAAP%20Financial%20Measures%20Explanation) Olo uses non-GAAP measures to provide a clearer view of core operating results, excluding non-cash and non-core charges for consistency - Non-GAAP measures are used for planning, evaluating core operating results, and assessing business strategy effectiveness, providing consistency and comparability[10](index=10&type=chunk) - Adjustments to GAAP measures include stock-based compensation, related payroll tax expense, certain litigation-related expenses, non-cash impairment charges, capitalized internal-use software and intangible amortization, and transaction costs associated with the Merger[13](index=13&type=chunk) - Free cash flow is defined as net cash from operating activities minus purchases of property and equipment and capitalization of internal-use software, used to evaluate liquidity and future growth potential[15](index=15&type=chunk) [Key Performance Indicators Definitions](index=4&type=section&id=Key%20Performance%20Indicators%20Definitions) Olo uses ARPU, NRR, Active Locations, GMV, and GPV to assess business health, customer growth, retention, and product demand - Average Revenue Per Unit (ARPU) is calculated by dividing total platform revenue by average active locations, indicating growth within the customer base[17](index=17&type=chunk) - Dollar-based Net Revenue Retention (NRR) measures the ability to retain customers and expand their use of Olo's modules over time, reflecting revenue base stability[18](index=18&type=chunk) - Active locations are unique restaurant locations utilizing one or more Olo modules in a quarterly period[19](index=19&type=chunk) - Gross Merchandise Volume (GMV) represents the gross value of orders processed through the platform, and Gross Payment Volume (GPV) is the gross volume of payments processed through Olo Pay, both used to assess product demand[20](index=20&type=chunk)[21](index=21&type=chunk) [Reconciliation of GAAP to Non-GAAP Results](index=10&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Results) Olo provides detailed GAAP to non-GAAP reconciliations, adjusting for stock-based compensation, litigation, impairment, and transaction costs to clarify operational performance [Gross Profit and Gross Margin Reconciliation](index=10&type=section&id=Gross%20Profit%20and%20Gross%20Margin%20Reconciliation) Non-GAAP gross profit for Q2 2025 was **$48.8 million**, up from **$44.3 million** in Q2 2024, with non-GAAP gross margin at **57%** (down from **63%**) Gross Profit and Gross Margin Reconciliation (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total gross profit, GAAP | $43,930 | $39,905 | $88,244 | $77,113 | | Total gross profit, non-GAAP | $48,789 | $44,308 | $97,962 | $85,843 | | Total gross margin, GAAP | 51% | 57% | 53% | 56% | | Total gross margin, non-GAAP | 57% | 63% | 59% | 63% | [Sales and Marketing Reconciliation](index=10&type=section&id=Sales%20and%20Marketing%20Reconciliation) Non-GAAP sales and marketing expenses for Q2 2025 were **$11.1 million**, down from **$11.4 million**, decreasing to **13%** of total revenue Sales and Marketing Reconciliation (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Sales and marketing, GAAP | $12,903 | $13,307 | $26,735 | $27,920 | | Sales and marketing, non-GAAP | $11,072 | $11,397 | $22,951 | $24,112 | | Sales and marketing as % total revenue, GAAP | 15% | 19% | 16% | 20% | | Sales and marketing as % total revenue, non-GAAP | 13% | 16% | 14% | 18% | [Research and Development Reconciliation](index=10&type=section&id=Research%20and%20Development%20Reconciliation) Non-GAAP R&D expenses for Q2 2025 were **$15.3 million**, up from **$13.7 million**, remaining stable at **18%** of total revenue Research and Development Reconciliation (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development, GAAP | $17,614 | $16,957 | $34,722 | $33,956 | | Research and development, non-GAAP | $15,332 | $13,697 | $30,234 | $27,562 | | Research and development as % total revenue, GAAP | 21% | 24% | 21% | 25% | | Research and development as % total revenue, non-GAAP | 18% | 19% | 18% | 20% | [General and Administrative Reconciliation](index=11&type=section&id=General%20and%20Administrative%20Reconciliation) Non-GAAP G&A expenses for Q2 2025 were **$9.3 million**, down from **$11.6 million**, due to excluding litigation and impairment, decreasing to **11%** of total revenue General and Administrative Reconciliation (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | General and administrative, GAAP | $16,117 | $8,664 | $31,907 | $21,420 | | General and administrative, non-GAAP | $9,295 | $11,600 | $20,160 | $20,938 | | General and administrative as % total revenue, GAAP | 19% | 12% | 19% | 16% | | General and administrative as % total revenue, non-GAAP | 11% | 16% | 12% | 15% | [Operating Income (Loss) Reconciliation](index=11&type=section&id=Operating%20Income%20(Loss)%20Reconciliation) Non-GAAP operating income for Q2 2025 significantly increased to **$13.1 million** from **$7.6 million**, improving non-GAAP operating margin to **15%** from **11%** Operating Income (Loss) Reconciliation (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating (loss) income, GAAP | ($2,704) | $977 | ($5,120) | ($6,183) | | Operating income, non-GAAP | $13,090 | $7,614 | $24,617 | $13,231 | | Operating margin, GAAP | (3)% | 1% | (3)% | (5)% | | Operating margin, non-GAAP | 15% | 11% | 15% | 10% | [Net Income (Loss) Reconciliation](index=12&type=section&id=Net%20Income%20(Loss)%20Reconciliation) Non-GAAP net income for Q2 2025 rose to **$13.1 million** from **$9.2 million**, with diluted EPS increasing to **$0.07** from **$0.05** Net Income (Loss) Reconciliation (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income, GAAP | $1,580 | $5,729 | $3,386 | $3,373 | | Net income, non-GAAP | $13,074 | $9,159 | $24,898 | $16,981 | | Fully diluted net income per share, GAAP | $0.01 | $0.03 | $0.02 | $0.02 | | Fully diluted net income per share, non-GAAP | $0.07 | $0.05 | $0.14 | $0.10 | [Non-GAAP Free Cash Flow](index=13&type=section&id=Non-GAAP%20Free%20Cash%20Flow) Non-GAAP free cash flow for H1 2025 increased to **$22.1 million** from **$17.0 million**, driven by higher operating cash and reduced capitalized software Non-GAAP Free Cash Flow (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $26,838 | $18,131 | $27,386 | $24,158 | | Purchase of property and equipment | ($309) | ($299) | ($402) | ($367) | | Capitalized internal-use software | ($2,499) | ($3,682) | ($4,855) | ($6,831) | | Non-GAAP free cash flow | $24,030 | $14,150 | $22,129 | $16,960 | [Corporate & Legal Information](index=2&type=section&id=Corporate%20%26%20Legal%20Information) [Available Information](index=2&type=section&id=Available%20Information) Olo disseminates material information via SEC filings, press releases, webcasts, its investor relations website, and X account for broad distribution - Olo uses SEC filings, press releases, public conference calls, webcasts, its investor relations website, and its X account (@Olo) to distribute material information[7](index=7&type=chunk) - This multi-channel approach ensures broad, non-exclusionary distribution of information and compliance with Regulation FD[7](index=7&type=chunk) [Forward-Looking Statements](index=5&type=section&id=Forward-Looking%20Statements) This report contains forward-looking statements regarding Olo's future performance and the pending merger, subject to various risks and uncertainties - Statements in the press release are forward-looking, covering future performance, growth, market opportunities, business strategy, and the consummation of the pending Merger[22](index=22&type=chunk)[23](index=23&type=chunk) - These statements are subject to risks and uncertainties, including the timely completion of the merger, failure to satisfy conditions, regulatory approvals, shareholder approval, potential litigation, and macroeconomic conditions[24](index=24&type=chunk) - Actual results could differ materially from predictions, and undue reliance should not be placed on these forward-looking statements[24](index=24&type=chunk)[25](index=25&type=chunk) [Additional Information Regarding the Merger](index=6&type=section&id=Additional%20Information%20Regarding%20the%20Merger) Olo filed a preliminary proxy statement with the SEC for the proposed acquisition, urging investors to review these documents for important merger information - Olo filed a preliminary proxy statement with the SEC on July 28, 2025, and will file a definitive proxy statement on Schedule 14A regarding the pending merger[26](index=26&type=chunk) - Investors are urged to carefully read the proxy statement and other relevant documents for important information about the merger[26](index=26&type=chunk) - Documents can be obtained free of charge from the SEC's website (www.sec.gov) or Olo's investor relations website (investors.olo.com)[27](index=27&type=chunk) [Participants in the Solicitation](index=6&type=section&id=Participants%20in%20the%20Solicitation) Olo's directors and executive officers may be deemed participants in the proxy solicitation for the merger, with their interests detailed in proxy statements - The Company and certain directors and executive officers may be deemed participants in the solicitation of proxies for the pending Merger[28](index=28&type=chunk) - Information on their interests is available in the Company's 2025 annual meeting proxy statement and will be in the special meeting proxy statement for the Merger[28](index=28&type=chunk)

Core Viewpoint - Bleichmar Fonti & Auld LLP is investigating Olo Inc. and its leadership for potential breaches of fiduciary duties related to the company's pending acquisition by Thoma Bravo at a price of $10.25 per share, which values Olo at approximately $2 billion in equity [1][3][4]. Group 1: Company Overview - Olo Inc. operates as an open SaaS platform for restaurants, facilitating digital commerce operations including ordering, delivery, engagement, and payments [3]. - Olo's stock is divided into Class A and Class B shares, with Class B shares providing ten votes per share compared to one vote for Class A shares. As of December 31, 2024, directors and executive officers collectively owned approximately 82% of the voting power of Olo's outstanding capital stock [3]. Group 2: Acquisition Details - On July 3, 2025, Olo announced a definitive agreement to be acquired by Thoma Bravo in an all-cash transaction, with shareholders set to receive $10.25 per share [3]. - The purchase price represents a 65% premium over Olo's unaffected share price of $6.20 as of April 30, 2025 [3]. Group 3: Legal Investigation - The investigation by BFA Law focuses on whether Olo's board of directors, executive officers, and CEO Noah H. Glass breached their fiduciary duties in connection with the merger [4]. - Current shareholders of Olo are encouraged to seek additional information regarding their legal options related to the merger [2][5]. Group 4: Law Firm Background - Bleichmar Fonti & Auld LLP is recognized as a leading international law firm specializing in securities class actions and shareholder litigation, with notable recoveries in past cases [6].

Core Viewpoint - Bleichmar Fonti & Auld LLP is investigating Olo Inc. and its leadership for potential breaches of fiduciary duties related to the company's pending acquisition by Thoma Bravo at a price of $10.25 per share [1][4]. Group 1: Company Overview - Olo Inc. operates as an open SaaS platform for restaurants, facilitating digital commerce operations including ordering, delivery, engagement, and payments [3]. - The company's stock is divided into Class A and Class B shares, with Class B shares having ten votes per share compared to one vote for Class A shares [3]. - As of December 31, 2024, directors and executive officers collectively owned approximately 82% of the voting power of Olo's outstanding capital stock [3]. Group 2: Acquisition Details - On July 3, 2025, Olo announced a definitive agreement to be acquired by Thoma Bravo in an all-cash transaction valued at approximately $2 billion in equity [3]. - Shareholders will receive $10.25 per share, representing a 65% premium over Olo's unaffected share price of $6.20 as of April 30, 2025 [3]. Group 3: Legal Investigation - The investigation by BFA Law focuses on whether Olo's board, executive officers, and CEO Noah H. Glass breached their fiduciary duties in connection with the merger [4]. - Current shareholders of Olo are encouraged to seek additional information regarding their legal options [2][5]. Group 4: Law Firm Background - Bleichmar Fonti & Auld LLP is recognized as a leading international law firm specializing in securities class actions and shareholder litigation [6]. - The firm has achieved notable recoveries in past cases, including over $900 million from Tesla's Board of Directors and $420 million from Teva Pharmaceutical Industries [6].

Core Viewpoint - Bleichmar Fonti & Auld LLP is investigating Olo Inc. and its leadership for potential breaches of fiduciary duties related to the company's pending acquisition by Thoma Bravo at a price of $10.25 per share, which values Olo at approximately $2 billion in equity [1][3][4]. Group 1: Company Overview - Olo Inc. operates an open SaaS platform for restaurants, facilitating digital commerce operations including ordering, delivery, engagement, and payments [3]. - Olo's stock is divided into Class A and Class B shares, with Class B shares having ten votes per share compared to one vote for Class A shares. As of December 31, 2024, directors and executive officers collectively owned approximately 82% of the voting power of Olo's outstanding capital stock [3]. Group 2: Acquisition Details - On July 3, 2025, Olo announced a definitive agreement to be acquired by Thoma Bravo in an all-cash transaction, with shareholders set to receive $10.25 per share [3]. - The purchase price represents a 65% premium over Olo's unaffected share price of $6.20 as of April 30, 2025 [3]. Group 3: Legal Investigation - The investigation by BFA Law focuses on whether Olo's board of directors, executive officers, and CEO Noah H. Glass breached their fiduciary duties in connection with the merger [4]. - Current shareholders of Olo are encouraged to seek additional information regarding their legal options [2][5].

Core Viewpoint - Bleichmar Fonti & Auld LLP is investigating Olo Inc. and its leadership for potential breaches of fiduciary duties related to the company's pending acquisition by Thoma Bravo at a price of $10.25 per share, which values Olo at approximately $2 billion in equity [1][3][4]. Group 1: Company Overview - Olo Inc. operates an open SaaS platform designed for restaurants, facilitating digital commerce operations such as ordering, delivery, engagement, and payments [3]. - The company's stock is divided into Class A and Class B shares, with Class B shares having ten votes per share compared to one vote for Class A shares. As of December 31, 2024, directors and executive officers collectively owned about 82% of the voting power of Olo's outstanding capital stock [3]. Group 2: Acquisition Details - On July 3, 2025, Olo announced a definitive agreement to be acquired by Thoma Bravo in an all-cash transaction, with shareholders set to receive $10.25 per share [3]. - The purchase price represents a 65% premium over Olo's unaffected share price of $6.20 as of April 30, 2025, indicating a significant increase in value for shareholders [3]. Group 3: Legal Investigation - The investigation by BFA Law focuses on whether Olo's board of directors, executive officers, and CEO Noah H. Glass acted in the best interests of shareholders during the merger process [4]. - Current shareholders of Olo are encouraged to seek additional information regarding their legal options related to the merger [2][5].