UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

AOL Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00184X105

(CUSIP Number)

Stephen D. Brook, Esq.

Burns & Levinson LLP

125 Summer Street

Boston, Massachusetts 02110

(617) 345-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 15, 2015

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

-3-

-4-

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D filed by Timothy M. Armstrong (“Mr. Armstrong”), Armstrong Family Investment LLC, a Delaware limited liability company (“AFI”) and Polar Capital Group, LLC, a Massachusetts limited liability company (“Polar Capital,” and together with Mr. Armstrong and AFI, the “Reporting Persons”) with the Securities and Exchange Commission (the “Commission”) on February 8, 2013 (as it may be amended from time to time, this “Schedule 13D”), relating to the common stock, $0.01 par value per share, of AOL Inc., a Delaware corporation (the “Issuer”). Initially capitalized terms used in this Amendment No. 1 that are not otherwise defined herein shall have the same meanings attributed to them in the Schedule 13D. Except as expressly provided for herein, all Items of the Schedule 13D remain unchanged.

The third paragraph of Item 3 of this Schedule 13D is hereby amended and restated as follows:

55,600 Shares were purchased by Mr. Armstrong in an open market purchase on May 8, 2014, at a price of $36.0814 per Share.

The remaining 4,291,179 Shares beneficially owned by Mr. Armstrong were issued to Mr. Armstrong by the Issuer in the form of stock options and other equity awards.

The final sentence of the disclosure set forth in Item 4 of this Schedule 13D is hereby amended, restated and supplemented with the following disclosure:

On May 12, 2015, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Verizon Communications Inc., a Delaware corporation (“Verizon”), and Hanks Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Verizon (“Acquisition Sub”), pursuant to which Verizon agreed to cause Acquisition Sub, on the terms and subject to the conditions set forth in the Merger Agreement, to conduct a tender offer (the “Offer”) for all of the Company’s common stock and then merge with and into the Issuer, as a result of which the Issuer would become a wholly owned subsidiary of Verizon and cease to be a publicly traded company (the “Merger”). Acquisition Sub commenced the Offer on May 26, 2015. According to the tender offer statement on Schedule TO filed by Verizon and Acquisition Sub with the Commission on May 26, 2015, the Offer is currently scheduled to expire at 11:59 p.m. on June 22, 2015.

The Reporting Persons have tendered into the Offer all Shares beneficially owned by them and eligible for participation in the Offer. Specifically:

-5-

The Reporting Persons reserve their right to withdraw such tenders at any time permitted by the terms and conditions of the Offer.

In connection with the Merger, Mr. Armstrong has entered into a letter agreement with Verizon (the “Armstrong Letter Agreement”), which describes the terms of his continued employment with the Company following the consummation of the Merger. Provided that Mr. Armstrong continues to be employed with the Company through the consummation of the Merger, the Armstrong Letter Agreement will become effective upon, and subject to, the consummation of the Merger. The material terms of the Armstrong Letter Agreement are described on pages 7-8 of the Issuer’s Solicitation/Recommendation Statement on Schedule 14D-9 dated May 26, 2015, which description is incorporated herein by reference.

Except as set forth in this Item 4 (including the terms and conditions set forth in the Merger Agreement and the Armstrong Letter Agreement), the Reporting Persons do not have any plans or proposals which relate to or would result in:

-6-

514,300 Shares are held in the name of AFI. AFI has the sole power to vote and dispose of the Shares that it holds directly. As the direct controlling member of AFI, Mr. Armstrong has the sole power to direct the vote and disposition of the Shares held by AFI.

194,857 Shares are held in the name of Polar Capital. Polar Capital has the sole power to vote and dispose of the Shares that it holds directly. As the direct controlling member of Polar Capital, Mr. Armstrong has the sole power to direct the vote and disposition of the Shares held by Polar Capital.

Of the remaining Shares which are the subject of this Schedule 13D, Mr. Armstrong has sole voting and investment power with respect to 4,369,456 shares beneficially owned, and shared voting and investment power with respect to 481,300 shares held by him and his spouse as joint tenants.

(c) Except as disclosed in this Amendment No. 1, the Reporting Persons have not effected any transactions in the Issuer’s common stock during the past 60 days.

(d) None.

The list of documents and descriptions regarding contracts, arrangements, understandings or relationships with respect to securities of the Issuer set forth in this Schedule 13D is hereby amended and supplemented by incorporating by reference the following additional documents:

-7-

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

-8-