olo-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________

FORM 10-Q

_______________________________________________________________


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-40213

Olo Inc.

(Exact name of registrant as specified in its charter)

______________________________________________________________________________


Delaware			20-2971562
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

285 Fulton Street

One World Trade Center, 82nd Floor

New York, NY 10007

(Address of principal executive offices) (Zip Code)

(212) 260-0895

(Registrant’s telephone number, including area code)

_______________________________________________________________

Securities registered pursuant to Section 12(b) of the act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share	OLO	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of May 5, 2025, 117,844,667 shares of the registrant’s Class A common stock and 49,353,295 shares of registrant’s Class B common stock were outstanding.

OLO INC.

TABLE OF CONTENTS



	PART I - FINANCIAL INFORMATION	Page



Item 1.	Financial Statements (Unaudited)	1

	Condensed Consolidated Balance Sheets	1

	Condensed Consolidated Statements of Operations	2

	Condensed Consolidated Statements of Comprehensive Income (Loss)	3

	Condensed Consolidated Statements of Stockholders ’ Equity	4

	Condensed Consolidated Statements of Cash Flows	5

	Notes to the Condensed Consolidated Financial Statements	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	33

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 3.	Defaults Upon Senior Securities	36

Item 4.	Mine Safety Disclosures	36

Item 5.	Other Information	36

Item 6.	Exhibits	37

	Signatures	39

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains express or implied forward-looking statements that are based on our management’s belief and assumptions and on information currently available to our management. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “if,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions.

Forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and assumptions. Actual results may differ materially from the forward-looking statements we make. Factors that may cause or contribute to such differences include, but are not limited to:

•our expectations regarding our revenue, expenses, and other operating results, including overall transaction volumes, average revenue per unit, active locations, dollar-based net revenue retention, gross merchandise volume, and gross payment volume;

•our ability to acquire new customers, expand the number of products our existing customers use, and successfully retain existing customers;

•our ability to develop and release new products and services and the success of any new products, including the continued growth of Olo Pay;

•our ability to develop and release successful enhancements, features, and modifications to our existing products and services;

•our ability to increase usage of our platform and upsell and cross sell additional modules, including to our emerging enterprise customers;

•our ability to attain or sustain our profitability;

•future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements;

•our ability to compete effectively with existing competitors and new market entrants;

•our ability to repurchase shares at all or at the times or in the amounts we desire, and the results of our share repurchase program;

•the costs and success of our sales and marketing efforts, and our ability to promote our brand;

•our ability to identify, recruit, and retain skilled personnel;

•our ability to effectively manage our growth, including any international expansion;

•our ability to realize the anticipated benefits of past or future investments, strategic transactions, or acquisitions, and the risk that the integration of these acquisitions may disrupt our business and management;

•our ability to protect our intellectual property rights and any costs associated therewith;

•the growth rates of the markets in which we compete;

•our ability to successfully combine and integrate the businesses that we acquire, and to realize the synergies and anticipated strategic, financial, and other benefits from such acquisitions;

•the effects of public health crises, macroeconomic conditions such as inflation and fluctuating interest rates, tariffs, shifts in consumer preferences, geopolitical instability, changes in governmental policies, regulations, and resources, and overall market uncertainty;

•our ability to successfully defend or resolve any current or future litigation matters, and to discharge those matters without significant financial penalty or payments, restrictions on our business and operations, or other remedies; and

•other risks and uncertainties, including those listed in the section entitled “Risk Factors.”

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that the information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information.

The outcome of the events described in these forward-looking statements is subject to risks, assumptions, uncertainties, and other factors described elsewhere in this Quarterly Report on Form 10-Q and those listed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our other SEC filings. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.

Unless the context otherwise indicates, references in this report to the terms “Olo,” “the Company,” “we,” “our,” and “us” refer to Olo Inc.

“Olo” and other trade names and trademarks of ours appearing in this Quarterly Report on Form 10-Q are our property. This Quarterly Report on Form 10-Q contains trade names and trademarks of other companies, which are the property of their respective owners. We do not intend our use or display of other companies’ trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

OLO INC.

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share amounts)


	As of March 31, 2025		As of December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	287,488	$	286,757
Short-term investments	70,984		73,978
Accounts receivable, net of expected credit losses of $4,900 and $4,592, respectively	72,908		61,589
Contract assets	1,000		892
Deferred contract costs	5,849		5,635
Prepaid expenses and other current assets	20,987		19,470
Total current assets	459,216		448,321
Property and equipment, net of accumulated depreciation and amortization of $23,511 and $20,253, respectively	25,861		26,318
Intangible assets, net of accumulated amortization of $13,162 and $12,205, respectively	12,840		13,797
Goodwill	207,781		207,781
Contract assets, noncurrent	902		826
Deferred contract costs, noncurrent	5,264		5,621
Operating lease right-of-use assets	9,254		9,709
Long-term investments	43,371		42,376
Other assets, noncurrent	90		27
Total assets	$	764,579	$	754,776
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	540	$	1,431
Accrued expenses and other current liabilities	51,186		53,894
Unearned revenue	3,938		1,869
Operating lease liabilities, current	2,257		2,400
Total current liabilities	57,921		59,594
Unearned revenue, noncurrent	386		375
Operating lease liabilities, noncurrent	11,000		11,584

Total liabilities	69,307		71,553
Commitments and contingencies (Note 10)
Stockholders’ equity:
Class A common stock, $0.001 par value; 1,700,000,000 shares authorized at March 31, 2025 and December 31, 2024; 116,811,462 and 115,635,624 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively. Class B common stock, $0.001 par value; 185,000,000 shares authorized at March 31, 2025 and December 31, 2024; 50,307,240 and 50,307,240 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	167		166
Preferred stock, $0.001 par value; 20,000,000 shares authorized at March 31, 2025 and December 31, 2024	—		—
Additional paid-in capital	909,887		899,754
Accumulated deficit	(214,920)		(216,726)
Accumulated other comprehensive income	138		29
Total stockholders’ equity	695,272		683,223
Total liabilities and stockholders’ equity	$	764,579	$	754,776

The accompanying notes are an integral part of these financial statements.

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OLO INC.

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per share amounts)


	Three Months Ended March 31,
		2025		2024
Revenue:
Platform		$	79,231	$	65,765
Professional services and other		1,449		746
Total revenue		80,680		66,511
Cost of revenue:
Platform		35,596		28,328
Professional services and other		770		975
Total cost of revenue		36,366		29,303
Gross Profit		44,314		37,208
Operating expenses:
Research and development		17,108		16,999
General and administrative		15,790		12,756
Sales and marketing		13,832		14,613

Total operating expenses		46,730		44,368
Loss from operations		(2,416)		(7,160)
Other income, net:
Interest income		4,197		4,907
Interest expense		(15)		(69)
Other income, net		122		3
Total other income, net		4,304		4,841
Income (loss) before income taxes		1,888		(2,319)
Provision for income taxes		82		37
Net income (loss)		$	1,806	$	(2,356)

Net income (loss) per share attributable to Class A and Class B common stockholders:
Basic		$	0.01	$	(0.01)
Diluted		$	0.01	$	(0.01)
Weighted-average Class A and Class B common shares outstanding:
Basic		166,330,328		162,320,759
Diluted		178,703,591		162,320,759

The accompanying notes are an integral part of these financial statements.

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OLO INC.

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(in thousands)


	Three Months Ended March 31,
		2025		2024
Net income (loss)		$	1,806	$	(2,356)
Other comprehensive income (loss):
Unrealized gain (loss) on investments		109		(129)
Total other comprehensive income (loss)		109		(129)
Comprehensive income (loss)		$	1,915	$	(2,485)

The accompanying notes are an integral part of these financial statements.

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OLO INC.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(in thousands, except share data)


	Class A and Class B Common Stock		Additional Paid In Capital			Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
		Shares			Amount
Balance as of December 31, 2024		165,942,864	$	166		$	899,754	$	(216,726)	$	29	$	683,223
Issuance of common stock on exercise of stock options		140,356	—			320		—		—		320
Vesting of restricted and performance-based restricted stock units		1,035,482	1			(1)		—		—		—

Stock-based compensation		—	—			9,814		—		—		9,814
Other comprehensive income		—	—			—		—		109		109
Net income		—	—			—		1,806		—		1,806
Balance as of March 31, 2025		167,118,702	$	167		$	909,887	$	(214,920)	$	138	$	695,272


	Class A and Class B Common Stock		Additional Paid In Capital			Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
		Shares			Amount
Balance as of December 31, 2023		163,361,513	$	163		$	867,152	$	(215,829)	$	(15)	$	651,471
Issuance of common stock on exercise of stock options		469,841	1			1,144		—		—		1,145
Vesting of restricted and performance-based stock units		812,602	1			(1)		—		—		—
Repurchase of common stock		(2,799,891)	(3)			(15,287)		—		—		(15,290)
Stock-based compensation		—	—			11,602		—		—		11,602
Other comprehensive loss		—	—			—		—		(129)		(129)
Net loss		—	—			—		(2,356)		—		(2,356)
Balance as of March 31, 2024		161,844,065	$	162		$	864,610	$	(218,185)	$	(144)	$	646,443

The accompanying notes are an integral part of these financial statements.

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OLO INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	Three Months Ended March 31,
	2025		2024
Operating activities
Net income (loss)	$	1,806	$	(2,356)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	4,243		3,103
Stock-based compensation	9,435		10,840

Provision for expected credit losses	821		1,433
Non-cash lease expense	455		650



Other non-cash operating activities, net	(195)		(548)
Changes in operating assets and liabilities:
Accounts receivable	(12,139)		(3,553)
Contract assets	(184)		(23)
Prepaid expenses and other current and noncurrent assets	(1,581)		(104)
Deferred contract costs	143		(178)
Accounts payable	(890)		(2,531)
Accrued expenses and other current liabilities	(2,719)		(1,109)
Operating lease liabilities	(727)		(695)
Unearned revenue	2,080		1,207
Other liabilities, noncurrent	—		(109)
Net cash provided by operating activities	548		6,027
Investing activities
Purchases of property and equipment	(93)		(68)
Capitalized internal-use software	(2,356)		(3,149)

Purchases of investments	(29,967)		(34,531)
Sales and maturities of investments	32,270		26,732
Net cash used in investing activities	(146)		(11,016)
Financing activities
Cash received for employee payroll tax withholdings	2,654		1,889
Cash paid for employee payroll tax withholdings	(2,645)		(1,876)



Proceeds from exercise of stock options	320		1,133
Repurchase of common stock	—		(15,290)


Net cash provided by (used in) financing activities	329		(14,144)
Net increase (decrease) in cash and cash equivalents	731		(19,133)
Cash and cash equivalents, beginning of period	286,757		278,218
Cash and cash equivalents, end of period	$	287,488	$	259,085

Supplemental disclosure of non-cash investing and financing activities


Employee receivables for options exercised	$	—	$	12
Purchase of property and equipment	$	—	$	36
Capitalization of stock-based compensation for internal-use software	$	379	$	762

The accompanying notes are an integral part of these financial statements.

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OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1.Business

Olo Inc. was formed on June 1, 2005 in Delaware and is headquartered in New York City. On January 14, 2020, our Board of Directors and stockholders approved our name change from Mobo Systems, Inc. to Olo Inc. Unless the context otherwise indicates or requires, references to “we,” “us,” “our,” and “the Company” shall refer to Olo Inc.

We are an open SaaS platform for restaurants. Our platform powers restaurant brands’ on-demand digital commerce operations, enabling digital ordering, delivery, engagement, and payments, while further strengthening and enhancing restaurants’ direct guest relationships. We provide restaurants with a business-to-business-to-guest, enterprise-grade, open SaaS platform to manage their complex digital businesses and enable fast and more personalized experiences for their guests. Our platform and application programming interfaces seamlessly integrate with a wide range of solutions, unifying disparate technologies across the restaurant ecosystem. Restaurant brands rely on us to increase their digital omni-channel sales, maximize profitability, establish and maintain direct guest relationships, and collect, protect, and leverage valuable customer data.

2.Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. The December 31, 2024 condensed consolidated balance sheet was derived from the audited financial statements as of that date, but may not include all disclosures including certain footnotes required by U.S. GAAP on an annual reporting basis.

These unaudited condensed consolidated financial statements have been prepared on a basis consistent with our annual financial statements and, in the opinion of management, reflect all adjustments, which include all normal recurring adjustments necessary to fairly state our financial position as of March 31, 2025, our results of operations and comprehensive income (loss) for the three months ended March 31, 2025 and 2024 and our cash flows for the three months ended March 31, 2025 and 2024, respectively. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025 or for any other future annual or interim period.

The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the SEC on February 25, 2025. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.

We regularly assess these estimates, including but not limited to, stock-based compensation including the determination of the fair value of our equity awards, realization of deferred tax assets, estimated life of our long-lived assets, purchase price allocations for business combinations, valuation of the acquired intangibles purchased in a business combination, valuation of goodwill, and the adequacy of reserves associated with accounts receivable. We base these estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates and such differences could be material to our financial position and results of operations.

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OLO INC.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Significant Accounting Policies

Our significant accounting policies are outlined in Note 2, “Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024. During the three months ended March 31, 2025, there were no material changes to our significant accounting policies from those described in our Annual Report on Form 10-K for the year ended December 31, 2024.

Concentrations of Business and Credit Risk

We are exposed to concentrations of credit risk primarily through our cash, cash equivalents, and short- and long-term investments held by financial institutions. We primarily deposit our cash, cash equivalents, and investments with financial institutions that management believes are of high credit quality and the amounts on deposit may exceed federally insured limits at various times. We have not experienced any significant losses in such accounts and believe we are not exposed to any significant risk. For the three months ended March 31, 2025, no individual customer accounted for more than 10% of our revenue. For the three months ended March 31, 2024, one customer accounted for 11% of our revenue.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We do not expect that the adoption of the new guidance will have a material impact on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements on an interim and annual basis. ASU 2024-03 will be effective for the annual reporting periods in fiscal years beginning after December 15, 2026, with early adoption permitted. We do not expect that the adoption of the guidance will have a material impact on our consolidated financial statements.

3.Revenue Recognition

The following table disaggregates revenue by type (in thousands):


	Three Months Ended March 31, 2025
	Platform		Professional Services and Other		Total
Timing of revenue recognition
Transferred over time	$	30,374	$	1,449	$	31,823
Transferred at a point in time	48,857		—		48,857
Total revenue	$	79,231	$	1,449	$	80,680

Three Months Ended March 31, 2024

Platform

Professional
Services and
Other

Total

Timing of revenue recognition

Transferred over time

25,717

SEC Form 10-Q filed by Olo Inc.