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)

Exhibit 99.1 Olo Announces Second Quarter 2025 Financial Results Revenue up 22%, ARPU up 12% Year-over-Year Entered into a Definitive Agreement to be Acquired by Thoma Bravo New York, New York - August 4, 2025 - Olo Inc. (NYSE:OLO) ("Olo" or the "Company"), a leading restaurant technology provider, today announced financial results for the second quarter ended June 30, 2025. "Olo continued to execute in the second quarter, generating revenue and non-GAAP operating income that exceeded the high-end of their ...

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].