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August 8, 2025

Dear Stockholders of Olo Inc.:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 717-3930 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

Very truly yours,

 

Noah H. Glass

Founder, Chief Executive Officer & Director

 

By Order of the Board of Directors,

 

Noah H. Glass

 

New York, New York

August 8, 2025

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 717-3930 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

Delaware (the “DGCL”). For example, if you own 100 Company Shares as of the Effective Time, you will receive $1,025.00 in cash in exchange for your Company Shares (less any applicable withholding taxes). You will not be entitled to receive shares in the surviving corporation or in Project Hospitality Parent as a result of the Merger.

Pursuant to Olo’s amended and restated bylaws (the “Bylaws”), the only business that will be transacted at the Special Meeting are the Merger Proposal, the Compensation Proposal and the Adjournment Proposal, as stated in the accompanying notice of the Special Meeting.

The Board unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

If you are a stockholder of record, you may attend the Special Meeting virtually and vote via the Special Meeting website, www.virtualshareholdermeeting.com/OLO2025SM. Please have your 16-digit control number to join the Special Meeting. Instructions on how to attend and participate in the Special Meeting via the Internet are posted at www.proxyvote.com.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.

A control number, located on your proxy card, is designed to verify your identity and allow you to grant a proxy to vote your Company Shares, and to confirm that your voting instructions have been properly recorded when granting a proxy electronically over the Internet or by telephone. Please be aware that, although there is no charge for granting a proxy to vote your Company Shares, if you grant a proxy electronically over the Internet or by telephone, you may incur costs such as telephone and Internet access charges for which you will be responsible. Even if you plan to attend the Special Meeting virtually, we encourage you to submit a proxy in advance by Internet, telephone or mail so that your vote will be counted in the event you later decide not to attend the Special Meeting virtually.

If your Company Shares are held in “street name” through a bank, broker or other nominee, you should follow the directions provided by your bank, broker or other nominee regarding how to instruct your bank, broker or other nominee to vote your Company Shares. Without those instructions, your Company Shares will not be voted, which will have the same effect as voting “AGAINST” the Merger Proposal.

If your Company Shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of such Company Shares and are considered to hold them in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those Company Shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting and may vote via the Special Meeting website using the 16-digit control number included in your proxy materials. If you did not receive a 16-digit control number, you should follow the instructions from your bank, broker or other nominee, including any requirement to obtain a legal proxy.

You should follow the procedures provided by your bank, broker or other nominee to instruct them, as applicable, to vote your Company Shares. Without such instructions, your Company Shares will not be voted at the Special Meeting. A failure to vote will have the same effect as if you voted “AGAINST” the Merger Proposal.

Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to Olo or by sending a written notice of revocation to Olo, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Olo before the Special Meeting.

Please note that if you hold your Company Shares in “street name,” and you have instructed a bank, broker or other nominee to vote your Company Shares, the above-described options for revoking your voting instructions do not apply, and instead you should contact your bank, broker or other nominee for instructions regarding how to change or revoke your vote.

When completing the Internet or telephone process or the proxy card, you may specify whether your Company Shares should be voted “FOR” or “AGAINST” or to abstain from voting on the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your Company Shares should be voted on a matter, the Company Shares represented by your properly signed proxy will be voted “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

Instructions on how to attend and participate in the Special Meeting via the webcast are posted at www.virtualshareholdermeeting.com/OLO2025SM.

You should ensure that you have a strong Internet connection and allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Special Meeting. We will offer live technical support for all Company Stockholders attending the meeting. Technical support phone numbers will be available on the virtual-only meeting platform at www.virtualshareholdermeeting.com/OLO2025SM.

Even if you plan to attend the Special Meeting, we encourage you to complete, sign, date and return the enclosed proxy or grant a proxy electronically over the Internet or via telephone to ensure that your Company Shares will be represented at the Special Meeting. If you hold your Company Shares in “street name,” because you are not the stockholder of record, we encourage you to provide voting instructions to your bank, broker or other nominee.

The Record Date for stockholders entitled to vote at the Special Meeting is earlier than the date the Merger is anticipated to be consummated. Accordingly, if you sell or transfer your Company Shares after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your Company Shares and each of you notifies Olo in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is consummated, to the person to whom you sell or transfer your Company Shares, but you will have retained your right to vote these Company Shares at the Special Meeting. Even if you sell or otherwise transfer your Company Shares after the Record Date, we encourage you to complete, date, sign and return the enclosed proxy card or grant a proxy via the Internet or telephone.

We currently anticipate that the Merger will be consummated in the second half of 2025, assuming satisfaction or waiver of all of the conditions to the Merger. However, it is possible, including as a result of factors outside the control of Olo and Project Hospitality Parent, that the Merger will be consummated at a later time or not at all.

Under specified circumstances, we may be required to pay Project Hospitality Parent a termination fee of $73,725,000 upon the termination of the Merger Agreement as described under “The Merger Agreement—Company Termination Fee” beginning on page 93 of this proxy statement.

backup withholding. You are urged to consult your tax advisors to determine the U.S. federal income tax consequences relating to the Merger in light of your own particular circumstances and any consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction or other tax laws. A more complete description of the material U.S. federal income tax consequences of the Merger is provided under “The Merger—Material U.S. Federal Income Tax Consequences of the Merger to Holders of Company Shares” beginning on page 72 of this proxy statement.

Immediately prior to the Effective Time, each outstanding restricted stock unit award that is unvested with respect to Company Shares (each, a “Olo RSU”) will be canceled and extinguished and, in exchange therefor, each former holder of any such Olo RSU will have the right to receive from Project Hospitality Parent or the surviving corporation a payment in cash equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the aggregate number of Company Shares subject to such Olo RSU as of immediately prior to the Effective Time (the “RSU Consideration”). For any Olo RSU that includes performance-based vesting conditions, the holder thereof will be entitled to RSU Consideration only to the extent the Olo RSU becomes vested in accordance with its terms at or prior to the Effective Time.

Immediately prior to the Effective Time, each award of outstanding restricted stock units conditioned in full or in part on performance-vesting conditions that is vested with respect to Company Shares (each, a “Olo Vested PSU”) will be canceled and extinguished and, in exchange therefor, each former holder of any such Olo Vested PSU will have the right to receive from Project Hospitality Parent or the surviving corporation a payment in cash equal to the product obtained by multiplying the (i) the Merger Consideration by (ii) the aggregate number of Company Shares subject to such Olo Vested PSU as of immediately prior to the Effective Time (with such number Company Shares subject to such Olo Vested PSU determined in good faith by the Board (or, if appropriate, any committee administering the Company’s 2021 Equity Incentive Plan, the Company’s 2015 Equity Incentive Plan and the Company’s 2005 Equity Incentive Plan, in each case, as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms (the “Company Stock Plans”)) as of immediately prior to the Effective Time by deeming the performance metrics of such Olo Vested PSU achieved at actual levels of performance effective as of the Effective Time).

Immediately prior to the Effective Time, each award of outstanding restricted stock units conditioned in full or in part on performance-vesting conditions that is unvested with respect to Company Shares (each, a “Olo Unvested PSU”) will be canceled and extinguished and, in exchange therefor, each former holder of any such Olo PSU will have the right to receive from Project Hospitality Parent or the surviving corporation a payment in cash equal to the product obtained by multiplying the (i) the Merger Consideration by (ii) the aggregate number of Company Shares subject to such Olo Unvested PSU as of immediately prior to the Effective Time (such product, the “Cash Replacement PSUs”), which such Cash Replacement PSUs will be subject to the holder’s continued service with Project Hospitality Parent or its subsidiaries through the applicable vesting dates. The Cash Replacement PSUs will be subject to the same terms and conditions (including with respect to vesting and any forfeiture or other provisions) as applied to the Olo Unvested PSU for which such Cash Replacement PSUs were exchanged for.

the DGCL, holders and beneficial owners of Company Shares who do not vote for the adoption of the Merger Agreement have the right to seek appraisal of the fair value of their Company Shares, as determined by the Delaware Court of Chancery if the Merger is consummated. Appraisal rights are only available if the holder of the Company Shares comply fully with all applicable requirements of Section 262 of the DGCL. Any appraisal amount determined by the court could be more than, the same as, or less than the value of the consideration that such holder of Company Shares may receive in the Merger. Any stockholder or beneficial owner intending to exercise appraisal rights must, among other things, submit a written demand for appraisal to Olo before the vote on the adoption of the Merger Agreement is taken and must not vote or otherwise submit a proxy to vote in favor of adoption of the Merger Agreement. Failure to follow exactly the procedures specified under Section 262 of the DGCL will result in the loss of appraisal rights. Because of the complexity of the DGCL relating to appraisal rights, if you are considering exercising your appraisal rights we encourage you to seek the advice of your own legal counsel. See “The Merger—Appraisal Rights” beginning on page 66 of this proxy statement.

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 717-3930 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

If your bank, broker or other nominee holds your Company Shares, you should also call your bank, broker or other nominee for additional information.

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 717-3930 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

The following chronology summarizes the negotiations, material contacts and other material events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Board, the Transaction Committee or the representatives of Olo, Thoma Bravo and other parties.

As part of Olo’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board and Olo’s management periodically review, consider and assess Olo’s operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. This review at times includes, among other things, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives to enhance stockholder value. In particular, as authorized by the Board, this review has included routine meetings between Olo management and potential counterparties to discuss Olo’s business, based on public information only.

Throughout 2023 and 2024, representatives of various potential counterparties expressed an interest in pursuing a potential transaction with Olo. Such potential counterparties included Thoma Bravo, several other private equity firms and a publicly traded restaurant technology company (“Party A”). Following each interaction, the Board determined it was in the best interests of the Company to prioritize executing on its strategic plan and did not engage in discussions regarding a potential transaction. For example, in May 2023, representatives of Thoma Bravo contacted representatives of Olo to express interest in pursuing an acquisition of Olo, but did not discuss information regarding valuation. Also, in March 2024, representatives of Party A contacted representatives of Olo to express interest in pursuing a potential transaction with Olo, but did not discuss information regarding valuation. Also, in November 2024, representatives of Party A again contacted representatives of Olo to express interest in pursuing a potential transaction with Olo. In connection therewith, the Board directed two independent directors to have a meeting with Party A to listen to Party A’s views regarding a potential transaction between the parties. As directed, in November 2024, the two independent directors met with Party A, during which Party A indicated that a potential transaction with Olo could drive customer and investor value for both parties, but did not discuss information regarding valuation. Following the meeting, the two directors updated the other members of the Board.

On December 18, 2024, the Board held a meeting at which members of Olo management were present. At this meeting, at the request of the Board given the interest expressed by various potential counterparties, representatives of a potential financial advisor that had previously worked with the Company attended the meeting and provided some perspectives regarding the Company’s stock price, potential counterparties, and an overview of certain workstreams in a potential strategic process. Also at this meeting, Olo management provided an update regarding corporate development activities, including with respect to its review of various strategic business initiatives, including a potential sale transaction and investor relations initiatives. Following discussion, in light of Olo’s recent stock price performance, and interest demonstrated by potential counterparties during routine meetings between Olo management and potential counterparties to discuss Olo’s business, the Board directed management, with the aid of certain Board members, to evaluate potential financial advisors in order to continue to consider whether a sale or other strategic transaction had the potential to maximize stockholder value.

In January 2025, representatives of Thoma Bravo again contacted representatives of Olo to express interest in pursuing a potential transaction with Olo. At the time, Thoma Bravo’s communications did not include information regarding valuation and representatives of Olo communicated to Thoma Bravo that the Company was not considering a potential transaction at that time.

On February 13, 2025, to assist the Board in its consideration of whether to evaluate strategic alternatives, the Board received presentations from representatives of Goldman Sachs and two other potential financial advisors to assist Olo

with a potential strategic transaction. Later on February 13, 2025, the Board held a meeting at which members of Olo management and representatives of Goodwin Procter LLP (“Goodwin”), Olo’s outside legal counsel, were present. At this meeting, representatives of Goodwin reviewed with the directors their fiduciary duties under Delaware law and related process considerations. The Board also discussed the potential formation of a transaction committee of directors, as a matter of convenience and efficiency, to monitor and direct the process and procedures related to the review and evaluation of a potential transaction, as well as other potential strategic alternatives (including continuing to operate as an independent company), and to make a recommendation to the Board regarding the advisability of any such transaction or other alternative. Members of the Board then discussed the potential financial advisors. Following discussion, the Board directed Olo management and certain Board members to negotiate the terms and fees of a potential engagement with the three potential financial advisors.

Between February 14, 2025 and March 7, 2025, as authorized by the Board, certain Board members negotiated the terms and fees of a potential engagement with the three potential financial advisors.

On February 24, 2025, the Board held a meeting at which members of Olo management and representatives of Goodwin were present. At this meeting, members of the Board continued to discuss the presentations held with these potential financial advisors and the follow-up information provided by the potential financial advisors, including the proposed lists of potential strategic parties and financial sponsors to contact during initial outreach. The representatives of Goodwin discussed with the members of the Board their fiduciary duties under Delaware law in connection with a strategic alternatives review process and potential or perceived conflicts that could be applicable to members of the Board or significant shareholders. In this regard, the Board discussed, among other things, examples of perceived conflicts of interest, including if any members of the Board or significant stockholders of the Company (i) had any agreements, arrangements or understandings with any potential buyers with respect to a potential acquisition of the Company, (ii) had an immediate need for liquidity that was a significant factor in their support for a potential sale process in the near term, (iii) were interested in acquiring the Company, either alone or with a consortium, (iv) intended to seek differential treatment of some or all of their respective stakes in a transaction relative to the Company’s public stockholders, and (v) intended to seek any non-ratable benefit in a potential transaction relative to the Company’s public stockholders. The Board discussed the importance of identifying any potential conflicts or the appearance of potential conflicts of interest with respect to the members of the Board, and requested that members of the Board identify any such conflicts to the extent they arise at any point throughout the strategic process. The Board also discussed the potential participation of Mr. Glass in a strategic transaction considering his various roles as the CEO, a director and a significant stockholder, and related procedural safeguards. The Board also discussed the potential participation of two other significant stockholders of the Company, The Raine Group (“Raine”) and Raqtinda Investments LLC (“Raqtinda”), given Brandon Gardner’s roles as Chairman of the Board and Founding Partner and President of Raine and Colin Neville’s roles as a member of the Board and Partner at Raine, and David Frankel’s roles as a member of the Board and Manager of Raqtinda. The Board also discussed the Board’s expectation that, unless and until otherwise approved in advance by the Board, no directors would enter into discussions or negotiations with any potential buyer regarding differential treatment or non-ratable benefits for such directors in a potential transaction.

On March 7, 2025, the Board held a meeting at which members of Olo management and representatives of Goodwin were present. At this meeting, representatives of Goodwin reiterated the various considerations with respect to the directors’ fiduciary duties under Delaware law and related process considerations discussed at the February 13, 2025 and February 24, 2025 meetings of the Board, and reviewed with the Board potential or perceived conflicts of interests that could emerge, including those with significant shareholders, and the Board reached the consensus that if any conflicts or appearances of conflicts emerged, then the Board would re-visit the oversight of the strategic process and other procedural safeguards that may need to be implemented. The Board then authorized and directed management to continue to prepare a long-range standalone financial projections covering five fiscal years for use in the strategic process.

The Board then determined, as a matter of convenience and efficiency, to form a transaction committee of directors to monitor and direct the process and procedures related to the review and evaluation of a potential transaction, as well as other potential strategic alternatives (including continuing to operate as an independent company), and to make a recommendation to the Board regarding the advisability of any such transaction or other alternative. Following discussion, the Board adopted resolutions forming a transaction committee (the “Transaction Committee”), consisting of directors, Mr. Gardner, Mr. Frankel and Mr. Neville. The Board authorized the Transaction Committee to: (a) oversee and provide direction to management and the Company’s advisors between

meetings of the Board with respect to any potential transaction and any alternatives to any such potential transaction, including not engaging in a potential transaction, (b) review, consider and evaluate all proposals that might be received by the Company in connection with any potential transaction, (c) participate in and direct the negotiation of the terms and conditions of any potential transaction, and authorize, monitor and exercise general oversight on behalf of the Company of any and all agreements, proceedings and activities of the Company involving, responding to or relating to any potential transaction, (d) consider, review and evaluate any other alternatives, (e) consult with and make such regular reports to the Board regarding the Transaction Committee’s deliberations or any other developments with respect to any potential transaction or other alternative, (f) provide to the Board a recommendation as to whether the Board should pursue or abandon pursuit of any potential transaction or other alternative, or authorize any potential transaction or other alternative, in each case subject to applicable law, and as to the advisability of any definitive agreements related thereto, and (g) perform such other roles as may be requested by the Board from time to time; provided, that the Transaction Committee would not have the authority to authorize any potential transaction or other alternative, or the entry into any definitive agreement for a potential transaction or other alternative.

Also on March 7, 2025, Goldman Sachs sent a customary relationship disclosure letter to Goodwin, which information was shared with the Board. The Board did not identify in Goldman Sachs’ relationship disclosure any matter that would affect the ability of Goldman Sachs to fulfill its responsibilities as financial advisor to Olo.

On March 15, 2025, the Transaction Committee held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, the Transaction Committee discussed the formal engagement of Goldman Sachs as Olo’s financial advisor in connection with the potential transaction, noting Goldman Sachs’ expertise, knowledge of and relationships in the industry in which Olo operates and experience advising companies in connection with potential strategic transactions. On the basis of these considerations, the Transaction Committee authorized the engagement of Goldman Sachs as Olo’s financial advisor in connection with the potential transaction. Olo and Goldman Sachs finalized the terms of Goldman Sachs’ engagement and the parties executed an engagement letter on March 23, 2025.

On March 23, 2025, Party A sent Olo an unsolicited, written and non-binding proposal to acquire all of the outstanding shares of the Company for $9.00 per Company Share, 100% of which would be in Party A’s stock with a fixed exchange ratio that was not specified (the “Party A March 23 Proposal”). The Party A March 23 Proposal also indicated that Party A would expect to enter into an exclusive negotiation period with the Company in order to negotiate a definitive agreement.

On March 24, 2025, the Transaction Committee held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided a summary of the Party A March 23 Proposal. Following discussion, the Transaction Committee determined that the Party A March 23 Proposal did not present compelling value for the Company and its stockholders given the all-stock consideration and value of such consideration and likely conditions related to consummation of such proposal and determined not to prioritize the proposal given the strategic process. Representatives of Goldman Sachs led a discussion regarding a proposed list of over 36 potential strategic parties and financial sponsors, including Thoma Bravo and a global private equity firm (“Party B”) to contact during initial outreach in March 2025. The Transaction Committee provided feedback regarding such list and discussed what would be the appropriate time to include Party A or certain other strategic parties in the initial outreach. Following discussion, the Transaction Committee determined that it would be premature to include Party A or certain other strategic parties in the initial outreach in the strategic process in March 2025 given potential antitrust risk presented by a potential transaction between the Company and these potential counterparties, elevated competitive, commercial and tactical sensitives, the strategic fit of such parties with Olo and whether such strategic parties were likely to be able to dedicate sufficient resources, including financing, towards a transaction with Olo. Based on the discussion materials and the resulting discussion, the Transaction Committee determined that it was advisable to continue the strategic process and directed (i) Goldman Sachs and management to contact strategic parties and financial sponsor parties, including Thoma Bravo and Party B, in accordance with the timing and process discussed at the meeting, (ii) management and the Company’s advisors to enter into confidentiality agreements with the strategic parties and financial sponsor parties, (iii) management and the Company’s advisors to prepare materials and presentations for potential management presentations, and (iv) management to continue to finalize the long-range standalone financial projections covering five fiscal years for use in the strategic process.

At the direction of the Transaction Committee, following the March 24, 2025 Transaction Committee meeting, representatives of Goldman Sachs contacted 36 potential buyers, including 19 potential strategic buyers and 17 potential financial sponsor buyers, and facilitated discussions with an additional six potential counterparties that expressed inbound interest. Of the 42 potential buyers that engaged in the strategic process, 36 potential buyers participated in initial meetings with Goldman Sachs and Olo management during which the participants discussed publicly available information regarding Olo’s business, 30 parties (including Thoma Bravo, Party A, Party B and Party C) executed customary mutual confidentiality agreements with Olo, all but two of which included standstill provisions, of which all such provisions permitted the potential buyers to make a confidential proposal to the Company and 23 of such customary standstill provisions automatically terminated upon Olo’s announcement of the transaction with Thoma Bravo. Fourteen of the 30 parties that executed customary mutual confidentiality agreements with Olo participated in management presentations with Olo management.

On March 28, 2025, the Transaction Committee held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update regarding the strategic process, including the outreach to potential counterparties conducted thus far. Olo management then led a discussion regarding draft long-range standalone financial projections for fiscal years 2025 through 2029, which had previously been provided to the Transaction Committee.

Also on March 28, 2025, the Board held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update regarding the strategic process, including the outreach to potential counterparties conducted thus far. Olo management then led a discussion regarding draft long-range standalone financial projections for fiscal years 2025 through 2029, which had previously been provided to the Board and discussed with the Transaction Committee. Members of the Board asked questions and provided feedback regarding the assumptions underlying the long-range standalone projections, and discussed certain revisions to the projections. The Board then (i) directed management to revise the projections based on the feedback discussed at the meeting and (ii) approved the projections, subject to the incorporation of such revisions, for management’s use in a confidential information memorandum (the “CIM”) to be distributed to potential counterparties.

On April 2, 2025, the Transaction Committee held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update regarding the status of discussions with potential counterparties and an overview of proposed next steps in the strategic process, including outreach to additional potential counterparties. Following discussion, the Transaction Committee approved the proposed next steps regarding outreach to additional potential parties and directed Goldman Sachs to reach out to the proposed additional counterparties.

On April 8, 2025, the Transaction Committee held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update regarding the status of discussions with potential counterparties that had entered into a confidentiality agreement with the Company, including upcoming management presentations. Olo management reviewed a draft CIM, which included financial projections incorporating the Board’s feedback from the March 28, 2025 Board meeting. Following discussion, the Transaction Committee provided feedback on the CIM and approved the CIM, once updated based on the feedback discussed at the meeting, for use in connection with the evaluation of a potential strategic transaction and authorized Olo management and Goldman Sachs to provide the CIM to potential counterparties who had executed a confidentiality agreement. Members of Olo management and representatives of Goldman Sachs proposed to the Transaction Committee that the potential counterparties that had executed confidentiality agreements with the Company receive access to nonpublic financial and operations diligence information in Olo’s virtual data room. Following discussion, the Transaction Committee directed Olo management and the Company’s advisors to provide each of the potential counterparties that had executed confidentiality agreements with the Company with access to Olo’s virtual data room, which access was provided by Goldman Sachs, as directed by the Transaction Committee, on April 11, 2025.

On April 14, 2025, as requested by Party A, members of Olo management and certain members of the Board had an in-person meeting with representatives of Party A during which Party A conveyed another unsolicited, non-binding proposal, which was later confirmed in a written proposal, to acquire all of the outstanding shares of the Company for $9.00 per Company Share, 100% of which would be in Party A’s stock with a fixed exchange ratio that was not specified, which represented the same value proposed for the Company stockholders as was proposed in the Party A March 23 Proposal (the “Party A April 14 Proposal”). The Party A April 14 Proposal also indicated that Party A

would expect to enter into an exclusive negotiation period with the Company in order to negotiate a definitive agreement. During the meeting, representatives of Olo conveyed to Party A that the Party A April 14 Proposal would likely be more compelling if it were for a cash transaction rather than an all-stock transaction and Party A indicated that it could make a proposal for an all-cash acquisition of Olo.

On April 14, 2025, Olo entered into a mutual confidentiality agreement with Thoma Bravo, which included a customary standstill provision, which would terminate if the Company entered into a definitive agreement to sell or the Board approved a transaction for the sale of more than 50% of the equity securities or assets of the Company.

On April 15, 2025, the Transaction Committee held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. Prior to the meeting, at the direction of the Transaction Committee, Olo had shared with members of Olo management, including Mr. Glass, customary management guidelines which, among other things, directed Olo management not to have any discussions regarding rollover or the terms of any post-closing employment or equity participation with any potential buyers until and unless approved and authorized by the Board or a committee thereof. The Transaction Committees discussed the potential for Mr. Glass to have one-on-one meetings with potential counterparties pursuant to the management guidelines. The participants then discussed the Party A April 14 Proposal and the Transaction Committee determined that the Party A April 14 Proposal, which proposed the same value for the Company stockholders as the Party A March 23 Proposal, continued to not present compelling value for the Company and its stockholders given the all-stock consideration, the value of such consideration and likely conditions related to consummation of such proposal. Representatives of Goldman Sachs then provided an update regarding the strategic process and outreach to potential counterparties, including the timing for circulating a process letter to potential counterparties. Following discussion, the members of the Transaction Committee discussed whether, given the Party A April 14 Proposal, it was appropriate to invite Party A to be part of the strategic process. The participants weighed the competitive sensitivity with respect to Party A, and the potential antitrust risk with respect to a potential transaction between Olo and Party A as compared with transactions with other potential counterparties and the need for Party A to obtain stockholder approval of a potential transaction in light of the stock consideration described in its proposal, against Party A’s demonstrated interest in pursuing a potential transaction with Olo. Following discussion, the Transaction Committee authorized Goldman Sachs to contact Party A and invite them into the strategic process, and authorized Olo management and Olo’s advisors to negotiate a confidentiality agreement with Party A.

Also on April 15, 2025, Olo entered into a mutual confidentiality agreement with Party B, which included a customary standstill provision, which would terminate if the Company entered into a definitive agreement to sell or the Board approved a transaction for the sale of more than 50% of the equity securities or assets of the Company.

Also on April 15, 2025, an investment management firm (“Party C”) contacted representatives of Goldman Sachs, on an unsolicited basis, expressing interest in participating in the Company’s strategic process.

On April 21, 2025, the Board held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update regarding the status of discussions with potential counterparties.

On April 22, 2025, the Transaction Committee held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update regarding the status of discussions with potential counterparties.

On April 26, 2025, Olo entered into a mutual confidentiality agreement with Party A, which included a customary standstill provision, which would terminate if the Company entered into a definitive agreement to sell or the Board approved a transaction for the sale of more than 50% of the equity securities or assets of the Company.

On April 30, 2025, the Transaction Committee held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update regarding the status of discussions with potential counterparties that entered into a confidentiality agreement with the Company and the proposed timeline for the strategic process, including the timing for circulating a process letter to potential counterparties. Representatives of Goldman Sachs then discussed specific process considerations relating to Party A given the competitive landscape. Following discussion, the Transaction Committee: (i) approved certain restrictions on the information to be shared with Party A, and (ii) agreed that the deadline for the initial indications of interest for the first phase (“Phase 1”) would be May 23, 2025 and directed Goldman Sachs to proceed with distributing the Phase I process letter to all active parties that executed a confidentiality agreement

with the Company. Members of management then discussed an impending Bloomberg News article reporting that the Company was exploring a potential sale. Members of management and the Transaction Committee discussed potential implications that the article could have on the Company’s stock price, especially in light of the Company’s upcoming earnings release.

After market hours on April 30, 2025, Bloomberg News reported that Olo was exploring a potential sale transaction. Olo did not comment with respect to the market rumors. The closing trading price of a share of Olo Class A Common Stock on April 30, 2025 was $6.20.

On May 2, 2025, as directed by the Transaction Committee, representatives of Goldman Sachs distributed a process letter (the “Phase 1 Process Letter”) regarding Phase 1 to 21 parties, including Party A, Party B and Thoma Bravo, which Phase 1 Process Letter requested preliminary non-binding proposals for a potential strategic transaction with Olo no later than May 23, 2025.

On May 4, 2025, the Transaction Committee held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update regarding the status of discussions with potential counterparties.

On May 5, 2025, the Board held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update regarding the status of discussions with potential counterparties. Representatives of Goodwin then provided a summary of the antitrust and regulatory environment, the process by which any antitrust or regulatory approvals would be obtained, and the expected risk profile of a transaction with strategic parties, including Party A, from an antitrust perspective.

Also on May 5, 2025, Olo entered into a mutual confidentiality agreement with Party C, which included a customary standstill provision, which would terminate if the Company entered into a definitive agreement to sell or the Board approved a transaction for the sale of more than 50% of the equity securities or assets of the Company.

On May 7, 2025, the Board held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update regarding the status of discussions with potential counterparties. The Board also discussed the potential applicability of Section 203 of the DGCL to potential discussions involving Mr. Glass, Raine and Raqtinda regarding a potential voting or tender and support agreement for a transaction. Following discussion, the Board adopted resolutions approving discussions, understandings and agreements between Mr. Glass, Raine or Raqtinda on the one hand, and any counterparty or its affiliates, on the other hand, relating to such potential support for a transaction for purposes of Section 203 of the DGCL.

Also on May 13, 2025, the Transaction Committee held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update regarding the status of discussions with potential counterparties, including the update that two strategic parties in the strategic process that were previously considered likely to submit a Phase 1 proposal had communicated to representatives of Goldman Sachs and Olo management that they would not be continuing to participate in the strategic process or submitting a preliminary non-binding proposal for a potential strategic transaction with Olo.

On May 18, 2025, members of Olo management provided the Transaction Committee with a copy of long-range standalone financial projections covering five fiscal years, which projections were updated to reflect actual operating performance and results with respect to the Company’s revenues for the first quarter of fiscal year 2025, which values were not yet available when Olo management prepared the projections that were approved by the Board for inclusion in the CIM at the Board meeting on March 28, 2025, as described in the section entitled “—Certain Unaudited Prospective Financial Information” beginning on page 57 of this proxy statement. The updated projections were subsequently added to the virtual data room for potential counterparties who had signed confidentiality agreements.

On May 19, 2025, the Board held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update regarding the status of discussions with potential counterparties. The Board discussed the fact that 13 strategic parties formally passed, and the potential reasons why the strategic parties who had formally passed decided to not continue in the strategic process, including the amount of capital a strategic party would need to raise in order to demonstrate

compelling value for Company Stockholders, and that the Company was not a strategic fit with the strategic parties’ businesses and priorities at that time. The Board also discussed the fact that four financial sponsor parties formally passed, and potential reasons why the financial sponsor parties who had formally passed decided to not continue in the strategic process.

On May 20, 2025, the Transaction Committee held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update regarding the status of discussions with potential counterparties.

On May 23, 2025, Thoma Bravo submitted a non-binding letter of intent to acquire 100% of the outstanding capital stock of Olo for a per share purchase price of between $8.75 and $9.25 per Company Share in cash (the “Thoma Bravo May 23 Proposal”). The Thoma Bravo May 23 Proposal stated that Thoma Bravo needed to complete legal and confirmatory due diligence, but would be in a position to quickly enter into a definitive agreement with the Company.

Also on May 23, 2025, Party A submitted a non-binding letter of intent to acquire 100% of the outstanding capital stock of Olo for a per share purchase price of $11.50 per Company Share, comprised of approximately 40% cash and approximately 60% shares of Party A common stock (the “Party A May 23 Proposal”). The Party A May 23 Proposal stated that Party A would be in a position to sign a definitive agreement in less than a week and indicated that Party A would need financing, which was not yet secured, to complete the transaction, as well as shareholder approval.

Also on May 23, 2025, Party B submitted a non-binding letter of intent to acquire 100% of the outstanding capital stock of Olo for a per share purchase price of between $8.50 and $9.00 per Company Share in cash (the “Party B May 23 Proposal”). The Party B May 23 Proposal stated that Party B would be able to complete Party B’s due diligence and execute a definitive agreement in four weeks. The Party B May 23 Proposal also indicated that Party B would welcome and encourage any members of management or other stockholders to rollover a portion of their proceeds into the post-closing entity.

Also on May 23, 2025, Party C submitted a non-binding letter of intent to acquire 100% of the outstanding capital stock of Olo for a per share purchase price of between $8.50 and $9.50 per Company Share in cash (the “Party C May 23 Proposal”). The Party C May 23 Proposal stated that Party C would need to conduct significant additional business and financial due diligence prior to executing a definitive agreement and indicated that Party C would require a four-week exclusive negotiation period with the Company to complete Party C’s accelerated due diligence. The Party C May 23 Proposal also stated that Party C would offer significant stockholders the opportunity to roll over equity and re-invest into the post-closing entity.

On May 25, 2025, the Transaction Committee held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update regarding the four proposals received on May 23, 2025. The Transaction Committee discussed the characteristics of the proposals, including the type and value of consideration proposed, the amount of diligence the parties still needed to complete, and the references to the potential for certain stockholders to rollover a portion of their equity into the post-closing entity. With respect to Party A, Transaction Committee also discussed the execution risk of a transaction with Party A given the requirement that Party A’s stockholders approve the potential transaction due to the amount of Party A common stock Party A proposed issuing to Olo’s stockholders. The Transaction Committee further discussed that the proposed exchange ratio construct would fix the exchange ratio at the signing of the potential transaction without any floors or collars and therefore Company Stockholders would bear the risk of fluctuation in the value of Party A’s stock between signing and closing.

On May 26, 2025, the Board held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided a summary regarding the four proposals received on May 23, 2025. The participants discussed the characteristics of the proposals, including the type and value of consideration proposed, the amount of diligence the parties still needed to complete, and that the proposals from Party B and Party C each included a reference to the potential for certain stockholders to rollover a portion of their equity into the post-closing entity. Representatives of Goodwin reminded the participants that Olo management, including Mr. Glass, remained subject to the management guidelines they previously reviewed and to which they had agreed. Following discussion, the Transaction Committee determined to deprioritize discussions with any parties who received the Phase 1 Process Letter but did not submit a proposal on May 23, 2025. The Board then directed Goldman Sachs to encourage Party A to increase the percentage of cash consideration in their next proposal, to evaluate the terms of the stock portion of the consideration to make the terms more favorable for

Company Stockholders, to lower the execution risk of a potential transaction with Olo, and to increase the certainty of the financing required to consummate a potential transaction with Olo in order to be competitive with the remaining potential counterparties in the strategic process. Following the meeting, representatives of Goldman Sachs delivered this feedback as directed.

On May 27, 2025, the Transaction Committee held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update regarding the status of discussions with potential counterparties. Members of Olo management and representatives of Goldman Sachs proposed to the Transaction Committee that the potential counterparties that would be moving to the next phase of the strategic process receive access to nonpublic legal and business diligence information in Olo’s virtual data room. Following discussion, the Transaction Committee directed Olo management and the Company’s advisors to provide such access to each of the potential counterparties that would be moving to the next phase of the strategic process, which access was provided by Goldman Sachs, as directed by the Transaction Committee, on May 29, 2025.

On June 2, 2025, the Board held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update regarding the status of discussions with potential counterparties. Following discussion, the Board agreed that the deadline for the initial indications of interest for the second phase (“Phase 2”) would be July 1, 2025 and directed Goldman Sachs to proceed with distributing the Phase 2 process letter to the four parties with executed confidentiality agreements with the Company that were still actively engaged in the strategic process. Representatives of Goldman Sachs provided an update to the Board regarding a request from Party A to involve a third-party lender for its financing. The Board and representatives of Goldman Sachs and Goodwin discussed the importance of continuing to maintain a level playing field for each potential bidder. Following discussion, the Board authorized Goldman Sachs to generally permit all potential counterparties to involve potential financing sources, subject to such financing sources signing a joinder agreement to the existing confidentiality agreement between the relevant counterparty and Olo. Beginning in June 2025, after receiving such permission, several potential counterparties, including Party A, involved potential financing sources.

On June 9, 2025, as directed by the Board, representatives of Goldman Sachs distributed a process letter (the “Phase 2 Process Letter”) regarding Phase 2 to four parties, including Thoma Bravo, Party A, Party B and Party C, which Process Letter requested a final proposal by no later than July 1, 2025. As provided in the Phase 2 Process Letter, Olo reserved the right to negotiate with any party individually or simultaneously with other prospective acquirors, terminate the process or alter, amend or revise the procedures and provisions at any time, enter into an agreement with any prospective acquirors at any time, regardless of the price and terms being offered by such acquirors and other prospective parties, amend material information made available to prospective parties and reject any, or all final proposals at its sole discretion.

On June 13, 2025, the Transaction Committee held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update regarding the status of discussions with potential counterparties.

On June 14, 2025, representatives of Goodwin provided in the virtual data room the initial drafts of the merger agreement to Thoma Bravo, Party A, Party B and Party C.

On June 16, 2025, the Board held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update regarding the status of discussions with potential counterparties.

On June 20, 2025, the Transaction Committee held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs presented Goldman Sachs’ preliminary financial analysis. Members of Olo management then reviewed long-range standalone financial projections for fiscal years 2025 through 2034 (the “Projections”), a copy of which had previously been provided to the Transaction Committee, as described in the section entitled “—Certain Unaudited Prospective Financial Information” beginning on page 57 of this proxy statement. Following discussion, the Transaction Committee approved the Projections for use by Goldman Sachs in its financial analysis and opinion.

On June 23, 2025, the Board held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update on the strategic transaction process. Representatives of Goldman Sachs then presented Goldman Sachs’ preliminary financial analysis that was presented to the Transaction Committee on June 20, 2025.

During the week of June 23, 2025, Goodwin circulated a questionnaire to each of the members of the Board requesting relationships disclosures with respect to the potential counterparties still involved in the sale process, which yielded no disabling conflicts of interest.

On June 24, 2025, the Transaction Committee held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided an update regarding the status of discussions with potential counterparties. The Transaction Committee then discussed the upcoming bid deadline, potential messaging to bidders and other process considerations leading up to the deadline.

On June 25, 2025, members of Olo management and representatives of Party C had an in-person meeting during which Party C presented a non-binding letter of intent (the “Party C June 25 Proposal”), which was later confirmed in a written proposal, that proposed a structure in which Party C would invest $350 million into the Company in return for convertible preferred stock, which would be convertible into Olo Class A Common Stock at an initial conversion price of $9.00 per share, which would be designed so that Mr. Glass’ ownership would increase from 7% to 13% and provide immediate liquidity for certain identified investors looking to exit their positions, and Olo would remain a publicly traded company. The Party C June 25 Proposal was not subject to a financing contingency, but was subject to confirmatory due diligence and conditioned on Olo and Party C entering into a two-week exclusive negotiation period.

On June 26, 2025, the Board held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, the participants discussed the Party C June 25 Proposal and the fact that the proposal would not maximize value for all of Olo’s stockholders. The participants also discussed the fact that proposal letters from two of the three remaining sponsors in the process, Party B and Party C, each included a reference regarding the option for members of management and significant stockholders to participate in a potential rollover of their equity. The Board discussed that, following receipt of those proposals, Raine reconfirmed that Raine was not seeking or intending to seek participation in a potential rollover of its equity, but that Mr. Glass and Raqtinda had not ruled out participating in a potential rollover of equity. Mr. Glass confirmed that he had complied with and remained subject to the management guidelines he previously reviewed and agreed to, which prohibited Mr. Glass from discussing post-closing employment or any equity rollover with any potential buyers without advance Board approval. The Board further discussed the potential appearance of a conflict of interest posed by the possibility of significant shareholders participating in a rollover of equity. Out of an abundance of caution and to eliminate any appearance of a conflict of interest, the Board (i) replaced Mr. Frankel with Lee Kirkpatrick on the Transaction Committee, (ii) adopted resolutions expanding the scope of the Transaction Committee’s authority to include the ability to monitor, evaluate and take any actions necessary or advisable to address any potential conflicts of interest and (iii) approved significant stockholder guidelines for Raqtinda and Mr. Frankel, which, among other things, prevented such significant stockholders from entering into or participating in any discussions or negotiations with any potential buyer regarding rollover or participation in any buyer group unless and until otherwise approved in advance and in writing by the Transaction Committee.

On June 27, 2025, representatives of Thoma Bravo submitted a markup of the Company’s draft merger agreement form. Among other changes, the markup (i) noted that Thoma Bravo would have an equity commitment letter that would provide for an equity commitment sufficient to cover the entire purchase price and any damages that may arise up to a cap equal to 8% of the implied equity value of the Company, (ii) provided for cash out of vested in-the-money options, vested Olo RSUs and vested Olo PSUs, with unvested Olo RSUs and Olo PSUs converted into cash awards to be paid out on the same vesting schedule, (iii) increased the termination fee payable by the Company in the event the Company terminated the merger agreement to accept a “superior proposal” from 2.5% of the Company’s equity value to 4.0% of the Company’s equity value, (iv) added a provision that would cause the termination fee payable by the Company in the event the Company receives a “superior proposal” to increase to an amount that is 4.0% of the aggregate implied equity value of the Company based on the revised Merger Consideration, (v) included an expense reimbursement of $10,000,000 payable by the Company to Thoma Bravo in the event the merger agreement was terminated in certain circumstances, and (vi) added limitations on the required efforts of Thoma Bravo to obtain necessary antitrust and other regulatory approvals.

On June 27, 2025, representatives of Party A’s legal counsel submitted a markup of the Company’s draft merger agreement form. Among other changes, the markup (i) reflected a mix of cash and stock consideration with a to be negotiated fixed exchange ratio for the stock component, (ii) reflected the requirement for Party A to have a stockholder meeting and receive stockholder approval for the transaction with the Company, such approval being a condition to Party A’s obligation to consummate the transaction with the Company, (iii) noted that Party A would have a debt commitment letter, (iv) modified the specific performance provision, which made it so that the Company would not be able to force Party A to close in the event of a financing failure, (v) provided for Olo stock options, Olo RSUs and Olo PSUs, whether vested or unvested, to be assumed by Party A on the same terms as prior to the closing, with underlying stock of the assumed awards being converted to Party A common stock, (vi) removed the ability for the Company to terminate the merger agreement to accept a “Superior Proposal”, (vii) accepted the termination fee payable by the Company of 2.5% of the Company’s equity value, (viii) included a termination fee payable by Party A of 3.0% of the Company’s equity value upon regulatory or financing failure, and (ix) provided that Party A’s Board may change their recommendation in response to either a “superior proposal” with respect to Party A or an “intervening event” with respect to Party A.

On June 27, 2025, representatives of Party B’s legal counsel submitted a markup of the Company’s draft merger agreement form. Among other changes, the markup (i) included a limited guarantee to cover any damages that may arise up to a cap equal to 8.0% of the implied equity value of the Company, (ii) increased the termination fee payable by the Company in the event the Company terminated the merger agreement to accept a “superior proposal” from 2.5% of the Company’s equity value to 4.0% of the Company’s equity value, (iii) added a trigger for the payment of tail fee payable by the Company for the occurrence of the end date under the merger agreement, and (iv) added limitations on the required efforts of Party B to obtain necessary antitrust and other regulatory approvals.

On June 29, 2025, the Transaction Committee held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goodwin summarized the drafts of the merger agreement received from Thoma Bravo, Party A and Party B. The participants then discussed certain aspects of the drafts of the merger agreement received from Thoma Bravo, Party A and Party B, in particular the form of consideration, treatment of equity awards, termination fees, termination rights, required efforts to obtain necessary antitrust and other regulatory approvals, and financing terms proposed in the drafts. Following discussion, the Transaction Committee directed Goodwin to prepare revised drafts of the merger agreements, but to wait until the potential counterparties submitted their proposals on July 1, 2025 to engage with the potential counterparties so that the Board could consider the economic aspects of the proposals alongside the drafts of the merger agreement.

On July 1, 2025, Thoma Bravo submitted a non-binding letter of intent to acquire 100% of the outstanding capital stock of Olo for a per share purchase price of $10.00 in cash (the “Thoma Bravo July 1 Proposal”). The Thoma Bravo July 1 Proposal indicated that Thoma Bravo was ready to immediately engage with the Company to execute the final transaction documents and announce a transaction with the Company prior to the market opening on July 2, 2025.

Also on July 1, 2025, Party A submitted a non-binding letter of intent to acquire 100% of the outstanding capital stock of Olo for a per share purchase price of $12.00 per Company Share, 36% of which would be in cash and 64% of which would be in Party A’s stock, with a fixed exchange ratio that was not specified (the “Party A July 1 Proposal”). Party A also submitted a debt commitment letter providing for up to $895 million in financing, which included a bracketed condition regarding confirmatory due diligence. The Party A July 1 Proposal remained subject to the requirement that Party A obtain approval of Party A’s stockholders in order to consummate the potential transaction with Olo.

Also on July 1, 2025, Party B submitted a non-binding letter of intent to acquire 100% of the outstanding capital stock of Olo for a per share purchase price of $8.50 per Company Share in cash (the “Party B July 1 Proposal”). The Party B July 1 Proposal indicated that Party B would be able to complete its confirmatory due diligence within seven days and also indicated that Party B would require a one-week exclusive negotiation period with the Company.

Also on July 1, 2025, Party C submitted a non-binding letter of intent (the “Party C July 1 Proposal”), which proposed a structure in which Party C would invest $350 million into the Company in return for convertible preferred stock, which would be convertible into Olo Class A Common Stock at an initial conversion price of $11.00 per share, and would be a buyback of shares held by Raine, Raqtinda and other to be identified stockholders of Olo. The Party C July 1 Proposal also provided for Party C to receive minority governance protections and three of the nine seats on

the Board. The Party C July 1 Proposal provided for Olo remain a publicly traded company. The Party C July 1 Proposal was not subject to a financing contingency, but was subject to confirmatory due diligence and conditioned on Olo and Party C entering into a two-week exclusive negotiation period.

Later on July 1, 2025, the Transaction Committee held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided a summary of the four proposals received on July 1, 2025. The participants discussed the Party C July 1 Proposal and the fact that the structure proposed would not maximize value for all of Olo’s stockholders, and in addition, the evaluation of any such transaction structure would require significant time to evaluate the proposal (the “Party C July 1 Proposal Considerations”). The participants also discussed the fact that the Party A July 1 Proposal did not represent compelling value given the mix of cash and stock consideration and the execution risks regarding the Party A July 1 Letter and a potential transaction between Olo and Party A, including (1) the fact that, Party A was given permission to engage with several potential financing sources and that the debt commitment letter Party A submitted included a bracketed condition regarding confirmatory due diligence, (2) the fact that, if Party A could not obtain the debt financing needed to consummate the transaction, the Company’s only recourse pursuant to the draft merger agreement that Party A provided on June 26, 2025 (the “Party A Merger Agreement”) would be to receive a termination fee of 3.0% of the Company’s equity value as compared to the full equity backstop concepts provided for in the Thoma Bravo and Party B proposals, (3) the fact that the Party A Merger Agreement proposed a fix exchange ratio without any floors or collars, and therefore Company Stockholders would bear the economic risk of fluctuation in the value of Party A’s stock between the signing and closing of the transaction, (4) the fact that Party A’s stockholders would need to approve the transaction and that, if Party A’s Board changed its recommendation to Party A’s stockholders, the Company’s only recourse under the Party A Merger Agreement would be to receive a termination fee of 2.5% of the Company’s equity value, and (5) the fact that there would be more regulatory risk regarding a transaction with Party A than with Thoma Bravo (the “Party A July 1 Proposal Considerations”). The participants also discussed the Party B July 1 Proposal, including the fact that the proposed merger consideration of $8.50 per share was at the lower end of the range of $8.50 to $9.00 per share that was included in the Party B May 23 Proposal and that Party B would require a one-week exclusive negotiation period with the Company (the “Party B July 1 Proposal Considerations”). The participants also discussed the Thoma Bravo July 1 Proposal, including that the proposed $10.00 per share represented the highest all cash price per share included in the four proposals received and was an increase to the range of $8.75 to $9.25 that was included in the Thoma Bravo May 23 Proposal, the fact that the draft merger agreement that Thoma Bravo provided on June 26, 2025 included a full equity backstop, and the fact that Thoma Bravo indicated that it was in a position to execute a definitive agreement that evening, which was the quickest timeline to an executed transaction presented in the four proposals received on July 1, 2025 (the “Thoma Bravo July 1 Proposal Considerations”). The members of the Transaction Committee then discussed potential responses to the four proposals received on July 1, 2025 and related process considerations, including potential counteroffers.

Later on July 1, 2025, the Board held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs provided a summary of the four proposals received on July 1, 2025. The participants also discussed the Party C July 1 Proposal Considerations, the Party A July 1 Proposal Considerations, the Party B July 1 Proposal Considerations and the Thoma Bravo July 1 Proposal Considerations, which were also discussed at the earlier Transaction Committee meeting, and the members of the Transaction Committee provided their perspectives based on the discussion at the earlier Transaction Committee meeting. Following discussion, the members of the Board discussed potential responses to the four proposals received on July 1, 2025 and related process considerations, including potential counteroffers. Following discussion, the Board determined to prioritize Thoma Bravo and Party B while continuing to progress conversations with Party A and Party C. Following discussion, the Board directed Goldman Sachs to (i) communicate to Thoma Bravo that there were other competitive offers submitted, including an offer that would provide certain key stockholders with $11.00 in cash per Company Share, and ask Thoma Bravo to increase its bid and provide a response by 12:00 pm Eastern Time on July 2, 2025, (ii) communicate to Party B that its offered price per share of $8.50 was lower than the other offers received, that it would need to increase its offered price per share substantially in order to be competitive, and to provide a response by 12:00 pm Eastern Time on July 2, 2025, (iii) contact Party A to ask Party A follow-up questions regarding the Party A July 1 Proposal to try to determine how

committed Party A’s debt financing was and whether Party A was able to increase the percentage of cash in Party A’s proposal, which actions were taken shortly after the meeting as directed by the Board. The Board also authorized Mr. Gardner to contact representatives of Thoma Bravo if Thoma Bravo did not materially increase its offered price per share following a conversation with Goldman Sachs.

Later on July 1, 2025, representatives of Goodwin sent an initial draft of a form of voting and support agreement to representatives of Kirkland, which provided for Mr. Glass, Raine and Raqtinda to vote their respective Company Shares in favor of the transactions contemplated by the draft merger agreement, and against competing transactions unless the merger agreement was terminated.

On July 2, 2025, representatives of Thoma Bravo contacted representatives of Goldman Sachs to communicate an increased offer of $10.05 in cash per Company Share (the “Thoma Bravo July 2 Offer”).

Also on July 2, 2025, representatives of Party B contacted representatives of Goldman Sachs to communicate an increased offer of $9.05 in cash per Company Share (the “Party B July 2 Offer”), which the representatives of Party B indicated was Party B’s best and final offer.

Also on July 2, 2025, representatives of Goldman Sachs contacted Mr. Gardner to update him regarding the Thoma Bravo July 2 Offer. Later on July 2, 2025, as authorized by the Board, Mr. Gardner contacted representatives of Thoma Bravo to discuss whether Thoma Bravo would be willing to increase its proposed price of $10.05 per Company Share. The representatives of Thoma Bravo indicated that they believed Thoma Bravo would be able to improve the Thoma Bravo July 2 Offer by $0.10 and that they would confirm internally.

On July 2, 2025, the Board held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, representatives of Goldman Sachs also provided an update regarding discussions with Party A, including that, while Party A’s debt financing was committed, Party A indicated that they would likely not be able to increase the amount of cash more than was reflected in the Party A July 1 Proposal. Representatives of Goldman Sachs also provided an update regarding negotiations with Thoma Bravo and Party B, including the Thoma Bravo July 2 Offer and the Party B July 2 Offer. Mr. Gardner also provided an update regarding the feedback he received from representatives of Thoma Bravo. Following discussion, the Board authorized Mr. Gardner to make a counteroffer to Thoma Bravo of $10.25 per Company Share.

Also at this meeting, representatives of Goodwin summarized the material terms in the Merger Agreement. Following discussion, representatives of Goldman Sachs again presented an updated preliminary financial analysis. Representatives of Goodwin discussed certain legal considerations, including an overview of the Board’s fiduciary duties, a summary of the Merger Agreement, including structure, remedies, deal protection, regulatory efforts, definition of “Material Adverse Effect” and employee matters.

Following the Board meeting, Mr. Gardner contacted representatives of Thoma Bravo and communicated the counteroffer of $10.25 per Company Share. The representatives of Thoma Bravo indicated that Thoma Bravo would increase the Thoma Bravo July 2 Offer to $10.25.

Following the Board meeting on July 2, 2025, Goodwin sent a revised draft of the Merger Agreement with Thoma Bravo and related disclosure schedules to Kirkland & Ellis LLP (“Kirkland”), outside counsel to Thoma Bravo. Thereafter, Goodwin, on behalf of Olo, and Kirkland, on behalf of Thoma Bravo, conducted conference calls and exchanged drafts of the Merger Agreement, disclosure schedules and other ancillary agreements. Among other items, the parties negotiated (1) the definition of “Company Material Adverse Effect”, (2) Olo’s representations, warranties and interim operating covenants, (3) the provisions relating to the rights of the Board to change its recommendation to stockholders with respect to the transaction with Thoma Bravo and to accept a “Superior Proposal,” (4) the amount and terms of the termination fee payable by Olo in the event that Olo were to terminate the Merger Agreement to accept a “Superior Proposal” and in certain other circumstances, (5) the covenants regarding employee benefit matters applicable to Olo employees generally, including the issuance of equity awards between signing and closing, (6) the required efforts of Thoma Bravo to obtain necessary antitrust and other regulatory approvals and (7) the standard for which certain representations are confirmed at the closing of the transaction.

Also on July 2, 2025, Goldman Sachs provided the Board with an update to its relationship disclosure letter, which information was shared with the Board, which included disclosures related to Goldman Sachs’ relationships with Olo and the potential counterparties that had submitted proposals for a potential transaction with Olo. The Board did not identify in Goldman Sachs’ relationship disclosure any matter that would affect the ability of Goldman Sachs to continue to fulfill its responsibilities as financial advisor to Olo. Goldman Sachs also presented to the Board a

preliminary financial evaluation and considerations with respect to a potential transaction between Olo and Party A. Representatives of Goldman Sachs also discussed with the Board certain financial risks regarding a potential transaction between Olo and Party A, including the potential for the Party A stock price to decline after announcement and closing of a transaction, the impact of the significant amount of leverage that Party A intended to put on the combined company and the related debt service cost, and the uncertainty associated with the combined company achieving the revenue and EBITDA growth and synergies that Party A anticipated.

Over the course of July 2, 2025, Goodwin and Kirkland finalized the terms of the definitive agreement between Olo and Thoma Bravo, as well as disclosure schedules and other ancillary agreements pertaining to the transaction.

Prior to the market opening on the morning of July 3, 2025, the Board and the Transaction Committee held a joint meeting at which all members of the Board, as well as representatives of Goldman Sachs and Goodwin were in attendance. Representatives of Goodwin provided a status update regarding negotiations with Thoma Bravo. Representatives of Goodwin also reviewed the disclosures provided by Goldman Sachs in its updated relationship disclosure letter regarding any relationships between Goldman Sachs and Thoma Bravo during the preceding two-year period. Following review of this information, the Board determined that the disclosed information would not impact Goldman Sachs’ ability to continue to act effectively as financial advisor to Olo. Representatives of Goodwin confirmed that there were no material changes to the terms in the Merger Agreement since the July 2, 2025 Board meeting, a substantially complete draft of which was provided to and reviewed by the Board prior to the meeting. Representatives of Goodwin then discussed that the Transaction Committee would be recommending that the Board approve the deal with Thoma Bravo, and detailed a number of reasons for the recommendation, including the thorough process conducted to consider all potential transactions and alternatives and the fact that 36 potential counterparties were contacted and an additional six potential counterparties provided unsolicited inbound interest during such process, giving the Transaction Committee and the Board comfort that the process yielded the best price reasonably available. In addition, at the request of the Board, representatives of Goldman Sachs reviewed with the Board Goldman Sachs’ financial analysis and rendered to the Board Goldman Sachs’ oral opinion, subsequently confirmed in writing by delivery of a written opinion to the Board, that, as of July 3, 2025 and based upon and subject to the factors and assumptions set forth in its opinion, the $10.25 in cash per Company Share to be paid to the holders (other than Parent and its affiliates) of Company Shares pursuant to the Merger Agreement was fair, from a financial point of view, to such holders of Company Shares, taken in the aggregate. Following discussion, the Transaction Committee unanimously adopted resolutions recommending to the Board that the Board (1) determine that it was in the best interests of Olo and its stockholders, and declared it advisable, to enter into the Merger Agreement, (2) approve the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions contemplated thereby, including the Merger, and (3) resolve to recommend that holders of Company Shares adopt the Merger Agreement and direct that such matter be submitted for consideration of the holders of Company Shares at the Special Meeting. Following additional discussion and consideration of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (including the factors described under the heading “Recommendation of the Olo Board of Directors and Reasons for the Merger”), the Board unanimously (i) determined that it was in the best interests of Olo and its stockholders, and declared it advisable, to enter into the Merger Agreement, (2) approved the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions contemplated thereby, including the Merger, and (3) resolved to recommend that holders of Company Shares adopt the Merger Agreement and direct that such matter be submitted for consideration of the holders of Company Shares at the Special Meeting.

Before the opening of trading of the U.S. stock markets on July, 3, 2025, the parties executed the Merger Agreement and related agreements (including the Equity Commitment Letter from Thoma Bravo and the voting and support agreements with Mr. Glass, Raine and Raqtinda) and Olo and Thoma Bravo issued a joint press release announcing the execution of the Merger Agreement.

Later on July 3, 2025, Party A sent Olo an unsolicited, written and non-binding letter to the Board indicating that Party A was interested in engaging in discussions to acquire all of the outstanding shares of the Company for $13.00 per Company Share, 32.5% of which would be in cash and 67.5% of which would be in Party A’s stock, with a fixed exchange ratio that was not specified (the “Party A July 3 Letter”). The Party A July 3 Letter did not include an executable merger agreement.

Later on July 3, 2025, representatives of Goodwin provided notice pursuant to the Merger Agreement to representatives of Kirkland that the Board received the Party A July 3 Letter.

On July 7, 2025, the Board held a meeting at which members of Olo management and representatives of Goldman Sachs and Goodwin were present. At this meeting, members of Olo management provided an update regarding the Party A July 3 Letter and a reminder regarding the non-solicitation obligations the Company agreed to under the Merger Agreement. Representatives of Goldman Sachs then presented to the Board a preliminary financial evaluation and considerations with respect to a potential transaction between Olo and Party A as reflected in the Party A July 3 Letter. The participants discussed certain financial risks regarding the Party A July 3 Letter and a potential transaction between Olo and Party A, including the potential for the Party A stock price to decline after announcement and closing of a transaction, the impact of the significant amount of leverage that Party A intended to put on the combined company and the related debt service cost, and the uncertainty associated with the combined company achieving the revenue and EBITDA growth and synergies that Party A anticipated. The participants then discussed certain execution risks regarding the Party A July 3 Letter and a potential transaction between Olo and Party A, including (1) with respect to the debt financing Party A would require to consummate the transaction, the fact that the Company’s only recourse pursuant to the Party A Merger Agreement if Party A lost the debt financing would be to receive a termination fee of 3.0% of the Company’s equity value as compared to the full equity backstop concepts provided for in the Merger Agreement with Thoma Bravo, (2) the fact that the Party A Merger Agreement proposed a fix exchange ratio construct without any floors or collars and therefore Company Stockholders would bear the risk of fluctuation in the value of Party A’s stock between the signing and the closing of the transaction, (3) the fact that Party A’s stockholders would need to approve the transaction, and under the Party A Merger Agreement, Party A’s Board would have the right to change its recommendation to Party A’s stockholders and Company’s only recourse would be to receive a termination fee of 2.5% of the Company’s equity value, and (4) the fact that there would be more regulatory risk regarding a transaction with Party A than with Thoma Bravo. Following discussion, the Board unanimously determined that the Party A July 3 Letter was not, and was not reasonably expected to result in, a Superior Proposal under the Merger Agreement, and Olo was therefore not permitted to engage in discussions or negotiate with Party A. The representatives of Goldman Sachs, members of management, and Mr. Glass and Mr. Frankel then left the meeting. In executive session, the remaining members of Board confirmed the determination that the Party A July 3 Letter was not, and was not reasonably expected to result in, a Superior Proposal under the Merger Agreement, and as such the Company was not permitted to engage with Party A regarding the Party A July 3 Letter.

Later on July 7, 2025, as directed by the Board, representatives of Goldman Sachs communicated to Party A that the Board had met with its legal and financial advisors, and evaluated the Party A July 3 Letter, and, after considering the relevant factors, the Board determined that the Party A July 3 Letter was not, and was not reasonably expected to result in, a Superior Proposal under the Merger Agreement, and Olo was therefore not permitted to engage in discussions or negotiate with Party A.