Olo Securities Settlement Frequently Asked Questions

The Notice is given pursuant to an order issued by the United States District Court for the Southern District of New York (the “Court”).  The Notice serves to inform you of the proposed settlement of the above class action lawsuit (the “Settlement”) for $9,000,000 in cash, which Class Members may be eligible to participate in, and the hearing (the “Settlement Fairness Hearing”) to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, as set forth in the Stipulation.  The Stipulation is by and between: (i) Class Representative Steamship Trade Association of Baltimore – International Longshoremen’s Association Pension Fund (“STA-ILA” or “Class Representative”), on behalf of itself and each of the Class Members, by and through its counsel of record; and (ii) Defendants Olo, Noah H. Glass (“Glass”), and Peter J. Benevides (“Benevides”), by and through their respective counsel of record in the above-captioned action (the “Action”).  Upon and subject to the terms and conditions hereof, Class Representative, on behalf of itself and the Class, on the one hand, and each of the Defendants, on the other hand (collectively, “Settling Parties”), intend this Settlement to be a final and complete resolution of all disputes between the Settling Parties with respect to the Action.  The Notice is not an expression of any opinion by the Court as to the merits of the claims or defenses asserted in the lawsuit.

Olo is a restaurant technology company that helps connect individual restaurant locations to consumers directly via restaurant-branded mobile applications and websites and indirectly via third-party applications.  On August 9, 2023, STA-ILA filed the Second Amended Class Action Complaint for Violations of Federal Securities Laws (“Complaint”), alleging that between March 17, 2021 and August 11, 2022 (the “Class Period”), Defendants Olo, Olo’s founder and chief executive officer Noah H. Glass (“Glass”), and Olo’s chief financial officer Peter J. Benevides (“Benevides”) made false and misleading statements and omissions regarding: (i) “active locations,” one of Olo’s “key business metrics,” (ii) Olo’s relationship with Subway restaurants, (iii) Olo’s likelihood of success in the large-chain (i.e., enterprise) restaurant market, and (iv) Olo’s financial position and prospects.  At the end of the Class Period, the Complaint alleges that Defendants’ admission that Subway intended to terminate its relationship with Olo constituted a corrective disclosure and that the other undisclosed risks materialized that same day when Olo also announced flat active locations growth in the second quarter of 2022 and a reduction in full year 2022 earnings guidance.  The Complaint alleges that, as a result, the price of Olo’s Class A common stock declined sharply the following day, damaging investors who purchased or otherwise acquired Olo’s Class A common stock during the Class Period.  This Action alleges that, based on the foregoing circumstances, Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”).

Throughout this Action, Defendants have denied, and continue to deny, any and all allegations of fault, liability, wrongdoing, or damages whatsoever.  Defendants have expressly denied, and continue to deny, that they have committed any act or omission giving rise to any liability under Sections 10(b) or 20(a) of the Exchange Act.  Specifically, Defendants expressly have denied, and continue to deny, each and all of the claims alleged by Class Representative in the Action including, without limitation, any liability arising out of any of the conduct, statements, acts, or omissions alleged, or that could have been alleged, in the Action. Defendants also have denied, and continue to deny, among other allegations, the allegations that Class Representative or the Class Members have suffered any damages, that Defendants made any material misrepresentations or omissions, or that Class Representative or the Class Members were harmed by the conduct alleged in the Action or that could have been alleged as part of the Action.  In addition, Defendants maintain that they have meritorious defenses to all claims alleged in the Action.

On September 26, 2023, the Court issued a “bottom-line” order sustaining the Complaint’s “active locations” allegations against Olo and Glass, and dismissing the Complaint’s Subway, enterprise, and financial prospects allegations, as well as dismissing the remaining Section 10(b) claim against Defendant Benevides.  The Court confirmed its ruling on December 1, 2023, in a full order.

On December 1, 2023, the Court also issued a “bottom-line” order granting STA-ILA’s class certification motion, appointing STA-ILA as Class Representative and Scott+Scott Attorneys at Law LLP as Class Counsel.

Throughout the course of the Action, the Parties (i) took 18 depositions, including 11 depositions of current and former Olo employees, two depositions of representatives of STA-ILA, a deposition of a representative of STA-ILA’s investment manager, and four depositions of the Parties’ experts, (ii) filed or exchanged eight expert reports on market efficiency, loss causation, damages, trends in the enterprise restaurant market, and information available to Olo’s investors, and (iii) produced and/or reviewed over 100,000 documents (consisting of approximately 530,000 pages of material).

The Parties agreed to attend an in-person mediation session conducted by a third-party neutral, experienced mediator, Robert A. Meyer, Esq. of JAMS (the “Mediator”).  Class Representative and Defendants submitted and exchanged mediation statements summarizing their respective positions.  The mediation session was held on July 6, 2023.  While the Parties did not reach an agreement to settle the Action at the mediation, they continued their negotiations through the Mediator.  On Friday, December 15, 2023, the Mediator issued a “mediator’s proposal” to settle the Action for $9,000,000, which the Parties thereafter accepted.

If you purchased or otherwise acquired Class A common stock of Olo between March 17, 2021 and August 11, 2022, inclusive, you may be a Class Member.  As set forth in the Stipulation, excluded from the Class are Defendants, Olo’s officers and directors, members of their immediate families, legal representatives, heirs, successors or assigns, and any entity in which they have or had a controlling interest.

If you are not sure if you are a Class Member, you can ask for free help.  You can email the Claims Administrator at [email protected], or call 1-833-462-3513. You may also contact Jeffrey P. Jacobson, a representative of Class Counsel, at 1-800-332-2259. You can also fill out and submit a Proof of Claim form on this website, or submit one by mail.

PLEASE NOTE: Receipt of the Notice does not mean that you are a Class Member or that you will be entitled to receive a payment from the Settlement.  If you are a Class Member and you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit a Proof of Claim.

The Settlement will result in the creation of a cash settlement fund of $9,000,000 (the “Settlement Amount”).  The Settlement Amount, plus accrued interest (the “Settlement Fund”) and minus the costs of providing Notice and all costs associated with the administration of the Settlement, as well as any attorneys’ fees and expenses that may be approved by the Court (the “Net Settlement Fund”), will be distributed to Class Members pursuant to the Plan of Allocation that is described in the Notice.

Class Representative estimates that the average recovery under the Settlement is roughly $0.09 per allegedly damaged share before notice and administration costs and the attorneys’ fee and expense awards as determined by the Court.  Should the Court award attorneys’ fees of up to 25 percent of the Settlement Fund (or $2,250,000), Class Counsel’s expenses of up to $750,000, an award to the Class Representative up to $50,000, and the estimated cost of notice and administration of the Settlement of approximately $250,000, the average per share recovery after those fees, expenses, and costs would be roughly $0.057 per allegedly damaged share.  These are just estimates.  Additionally, a Class Member’s actual recovery will be a pro rata proportion of the Net Settlement Fund determined by that Claimant’s recognized claim as compared to the total recognized claims submitted.  An individual Class Member may also receive more or less depending on the value of claims submitted by all Class Members, and on whether the individual’s shares were held or sold, and, if sold, when they were sold and the amount received.  See the Plan of Allocation (beginning on page 5 of the Notice) for more information on how claims are calculated.

The Court has not reached any final decisions regarding the merits of the claims or defenses asserted in the Action.  Instead, the Class Representative and Defendants have agreed to this Settlement, which was reached with the substantial assistance of Robert A. Meyer, Esq., a highly experienced mediator of complex class actions.  In reaching the Settlement, the Parties have avoided the cost, delay, and uncertainty of further litigation. 

As in any litigation, Class Representative and the Class would face an uncertain outcome if they did not agree to the Settlement.  The Parties expected that the case could continue for an intense and longer period of time, delaying any possible recovery for the Class. Continuation of the case against Defendants could result in a judgment greater than this Settlement.  Conversely, continuing the case could result in no recovery at all or a recovery that is less than the amount of the Settlement.

Class Representative and Class Counsel believe that this Settlement is fair and reasonable to the Members of the Class.  They have reached this conclusion for several reasons.  Specifically, if the Settlement is approved, the Class will receive a significant monetary recovery.  Additionally, Class Counsel believes that the significant and immediate benefits of the Settlement, when weighed against the significant risk, delay, and uncertainty of continued litigation, are an excellent result for the Class.

The law firm of Scott+Scott Attorneys at Law LLP represents you and other Class Members.  These lawyers are called Class Counsel.  These lawyers will apply to the Court for payment of attorneys’ fees and expenses from the Settlement Fund; you will not be otherwise charged for their work.  If you want to be represented by your own lawyer, you may hire one at your own expense.

Class Counsel will file a motion for an award of attorneys’ fees and expenses that will be considered at the Settlement Fairness Hearing.  Class Counsel will apply for an award not to exceed 25 percent of the Settlement Fund, plus payment of expenses incurred in connection with the Action in an amount not to exceed $750,000.  In addition, Class Representative may seek an award of up to $50,000 for its time and expenses incurred in representing the Class.  Such sums as may be approved by the Court will be paid from the Settlement Fund.  Class Members are not personally liable for any such fees or expenses.

The attorneys’ fees and expenses requested will be the only payment to Class Counsel for their efforts in achieving this Settlement and for their risk in undertaking this representation on a wholly contingent basis.  Class Counsel has committed significant time and expenses in litigating this case for the benefit of the Class.  To date, Class Counsel have not been paid for their services in conducting this Action on behalf of the Class Representative and the Class, or for their expenses. The fees requested will compensate Class Counsel for their work in achieving the Settlement.  The Court will decide what constitutes a reasonable fee award and may award less than the amount requested by Class Counsel.

The deadline to request exclusion from the settlement has passed. 

The deadline to object to the terms of the settlement has passed.  Your objection must have been filed with the United States District Court for the Southern District of New York by hand or by mail at the address listed below such that it was postmarked on or before May 20, 2024.

Objecting is telling the Court that you do not like something about the proposed Settlement, the Plan of Allocation, Class Counsel’s request for an award of attorneys’ fees and expenses, or an award to the Class Representative for its time and expenses.  You can object only if you stay in the Class.  Excluding yourself is telling the Court that you do not want to be part of the Class, or participate in the recovery.  If you exclude yourself, you have no basis to object because the case no longer applies to you.

In order to qualify for a payment, you must timely submit a Proof of Claim.  A Proof of Claim is enclosed with the Notice, and it may also be downloaded at this website, or you can request a Proof of Claim by contacting the Claims Administrator or Class Counsel as set forth herein.  Read the instructions carefully, fill out the Proof of Claim, include all the documents the form asks for, sign it, and mail it or submit it online so that it is postmarked (if mailed) or received (if emailed or filed electronically) no later than July 9, 2024.  The Proof of Claim may be submitted online at this website, emailed to [email protected], and the address for mailing the proof of claim is:

Olo Securities Settlement
Claims Administrator
PO Box 5324
New York, NY 10150-5324

If you do not submit a valid Proof of Claim, you will not receive a payment from the Net Settlement Fund; however, unless you expressly exclude yourself from the Class as described in question #9, you will still be bound in all other respects by the Settlement, the Judgment, and the releases contained in them. 

Unless you exclude yourself, you are staying in the Class, and that means that you cannot sue, continue to sue, or be part of any other lawsuit against the Defendants relating to securities claims involving the purchase or otherwise acquisition of Olo’s Class A common stock at issue in this case.  It also means that all of the Court’s orders will apply to you and legally bind you and you will fully, finally, and forever release the Releasing Class Representative’s Claims in this case against the Released Defendant Parties.

• “Released Claims” means all Released Defendants’ Claims and all Releasing Class Representative’s Claims.

• “Releasing Class Representative’s Claims” means any and all individual or class claims, demands, losses, rights, and causes of action of any nature whatsoever, known or Unknown Claims (defined below), whether arising under federal, state, common, or foreign law by the Releasing Class Representative Parties against any of the Released Defendant Parties that have been or could have been asserted in the Action, or could in the future be asserted in any forum, domestic or foreign, or which arise out of, are based upon, or relate to in any way to (i) the purchase, sale, acquisition, or disposition of Olo’s Class A common stock during the Class Period and (ii) any of the allegations, acts, transactions, facts, events, matters, occurrences, representations, or omissions involved, set forth, alleged, or referred to, in the Action.  For the avoidance of doubt, Releasing Class Representative’s Claims do not include: (i) claims relating to the enforcement of the Settlement; (ii) claims in any pending derivative litigation, including, without limitation, Floyd v. Glass, et al., Case No. 1:23-cv-03770 (S.D.N.Y.), Floyd v. Glass, et al., C.A. No. 2023-0560 (Del. Ch.), Balleh v. Glass, et al., C.A. No. 2023-1165 (Del. Ch.), and Giuda v. Glass, et al., C.A. No. 2024-0025 (Del. Ch.); and (iii) any claims of Persons who submit a request for exclusion that is accepted by the Court.

• “Releasing Class Representative Parties” means each and every Settlement Class Member, Class Representative, Class Counsel, and each of their respective past or present trustees, officers, directors, partners, employees, affiliates, contractors, principals, agents, attorneys, predecessors, successors, assigns, insurers, parents, subsidiaries, general or limited partners or partnerships, and limited liability companies; and the Spouses, members of the immediate families, representatives, and heirs of any Releasing Class Representative Party who is an individual, as well as any trust of which any Releasing Class Representative Party is the settlor or which is for the benefit of any of their immediate family members.  Releasing Class Representative Parties does not include any Person who timely and validly seeks exclusion from the Settlement Class.

• “Released Defendants’ Claims” means all claims and causes of action of any nature and description, including both known claims and Unknown Claims (as defined below), whether arising under federal, state, common, or foreign law, that Defendants could have asserted against the Releasing Class Representative Parties that arise out of, or relate in any way to, the institution, prosecution, or settlement of the claims in the Action, except for claims relating to the enforcement of the Settlement or any claims against any Person who submits a request for exclusion that is accepted by the Court.

• “Released Defendant Parties” means Defendants, Defendants’ Counsel, and each of their respective past or present direct or indirect subsidiaries, parents, affiliates, principals, successors, and predecessors, assigns, officers, directors, controlling shareholders, underwriters, trustees, partners, agents, fiduciaries, contractors, employees, attorneys, accountants, auditors, financial or investment advisors or consultants, insurers; the Spouses, members of the immediate families, representatives, and heirs of the Individual Defendants, as well as any trust of which any Individual Defendant is the settlor or which is for the benefit of any of their immediate family members; any firm, trust, corporation, or entity in which any Defendant has a controlling interest; and any of the legal representatives, heirs, successors in interest, or assigns of Defendants.

• “Released Claims” means the Releasing Class Representative’s Claims and the Released Defendants’ Claims.

• “Released Parties” means the Released Defendant Parties and the Releasing Class Representative Parties.

• “Releasing Parties” means each of the parties releasing a claim, as defined in the Stipulation.

The above description of the proposed Settlement is only a summary.  The complete terms are set forth in the Stipulation (including its exhibits), which may be obtained at this website, or by contacting Class Counsel.  In the event of any inconsistency between the Notice and the Stipulation, the terms of the Stipulation control.

The Court will hold a Settlement Fairness Hearing on _______, 2024, at _____ a.m./p.m., before the Honorable Jed S. Rakoff at the United States District Court for the Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl St., Courtroom 14B New York, NY 10007-1312, for the purpose of determining whether: (1) the Settlement of the Action for $9,000,000 in cash should be approved by the Court as fair, reasonable, and adequate; (2) to award Class Counsel attorneys’ fees and expenses out of the Settlement Fund; (3) to pay the Class Representative for its time and expenses incurred in representing the Class; (4) the Plan of Allocation should be approved by the Court; and (5) to enter the final Judgment as provided under the Stipulation.  The Court may adjourn or continue the Settlement Fairness Hearing without further notice to Members of the Class.  If you want to attend the hearing, you should check with Class Counsel or the settlement website beforehand to be sure that the date and/or time have not changed. 

Any Class Member may appear at the Settlement Fairness Hearing and be heard on any of the foregoing matters.