Item 8.01. Other Events.
Stock Buyback Program
On September 7, 2022, the board of directors of Olo Inc. (the “Company”) authorized and approved a stock buyback program (the “Stock Buyback Program”), pursuant to which the Company may repurchase up to $100 million of the currently outstanding shares of the Company’s Class A common stock (the “Class A Common Stock”). Under the Stock Buyback Program, the Company intends to repurchase the Class A Common Stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions, block purchases, or other means. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company also intends, from time to time, to enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization.
The timing and actual number of shares repurchased, if any, will be determined by a committee established by the board of directors, depending on a variety of factors, including the Class A Common Stock price, trading volume, market conditions, the Company’s cash flow and liquidity profile, the capital needs of the business, and other considerations. The Company expects to fund repurchases with existing cash on hand. The Stock Buyback Program has no expiration date and may be modified, suspended, or terminated at any time by the board of directors at its discretion. Information regarding repurchases will be available in the Company’s periodic reports on Forms 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
A copy of the Company’s press release announcing the Stock Buyback Program is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K (“Form 8-K”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the amount, timing, and sources of funding for the Stock Buyback Program. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to, risks relating to the fact that common stock repurchases may not be conducted in the timeframe or in the manner the Company expects, or at all, and the important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, and its other filings with the SEC. These factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Form 8-K. Any such forward-looking statements represent management’s estimates as of the date of this Form 8-K. While the Company may elect to update such forward-looking statements at some point in the future, the Company disclaims any obligation to do so, even if subsequent events cause its views to change.