ON24 INC SEC Filings

ON24, Inc.’s Chief Financial Officer sells shares under a trading plan. The reporting person, ON24’s Chief Financial Officer, reported selling 80,000 shares of common stock on 12/30/2025 at a weighted average price of $7.9843 per share, with individual sale prices ranging from $7.96 to $7.9878. After this transaction, the officer beneficially owns 452,654 shares of ON24 common stock in direct ownership.

The sale was executed pursuant to a pre-arranged Rule 10b5-1 trading plan adopted on September 12, 2024, which is designed to allow insiders to sell shares according to preset instructions.

ON24, Inc. executive vice president of product and chief technology officer Sahasi Jayesh reported a sale of company stock. On 12/30/2025, the officer sold 34,753 shares of ON24 common stock at a price of $7.983 per share. After this transaction, the reporting person beneficially owned 672,527 shares, held directly. The filing notes that the sale was made under a Rule 10b5-1 trading plan that the insider adopted on December 13, 2024, which is a pre-arranged plan for trading shares.

ON24 Inc.'s Chief Revenue Officer, Blackie James, reported exercising stock options and selling shares of the company’s common stock. On 12/30/2025, James exercised a stock option to acquire 16,000 shares at an exercise price of $0.99 per share, then sold 16,000 shares of common stock at a price of $7.96 per share on the same date. After these transactions, James beneficially owned 478,861 shares of ON24 common stock directly and held 35,696 stock options with an exercise price of $0.99 per share, expiring on 12/09/2026. The filing notes that the reported transaction was effected under a Rule 10b5-1 trading plan adopted on March 14, 2025, and that the options involved are fully vested and exercisable.

ON24, Inc. is the target of a planned cash acquisition. The company entered into a Merger Agreement under which an affiliate of Cvent, Inc. (Cvent Atlanta, LLC and its subsidiary Summit Sub Corp.) has agreed to acquire all outstanding ON24 common shares for $8.10 per share in cash. After the merger, ON24 is expected to continue as the surviving company and a wholly owned subsidiary of the buyer.

Indaba Capital Management, L.P., IC GP, LLC and Derek C. Schrier report beneficial ownership of 4,240,256 ON24 shares, representing 10.0% of the common stock based on 42,282,395 shares outstanding as of November 3, 2025. Indaba has entered into a Voting and Support Agreement with the buyer, agreeing to vote its shares in favor of the merger and, with limited exceptions, not to sell or transfer these shares before the agreement expires.

ON24 Inc. has agreed to be acquired in an all-cash merger. The company entered into a Merger Agreement under which an affiliate of Cvent, Inc. will acquire all outstanding ON24 common shares for $8.10 per share in cash, with ON24 becoming a wholly owned subsidiary and its stock later deregistered and delisted from the New York Stock Exchange.

Lynrock Lake LP, Lynrock Lake Partners LLC and Cynthia Paul report beneficial ownership of up to 8,384,049 ON24 shares, or 19.7% of the company’s common stock as of December 26, 2025. A voting and support agreement with several shareholders, including Lynrock Fund, covers approximately 39% of ON24’s outstanding shares, committing them to vote in favor of the merger and restricting transfers before the agreement expires. The merger only requires approval by holders of a majority of ON24’s outstanding common stock.

Sharat Sharan50,332 shares of ONTF common stock through Morgan Stanley Smith Barney LLC, with an indicated aggregate market value of $401,141.01. The securities to be sold are listed as restricted stock acquired from the issuer on 12/31/2025. The filing notes that 42,282,395 shares of the issuer’s common stock are outstanding, providing context for the size of this planned sale.

Over the past three months, the same seller has already sold common shares of the issuer in multiple transactions, including 19,119 shares on 12/17/2025 for $111,366.26, 32,211 shares on 11/24/2025 for $170,824.60, 32,093 shares on 10/16/2025 for $174,929.32, and 20,873 shares on 10/01/2025 for $116,986.90. By signing the notice, the seller represents that they do not know of any undisclosed material adverse information about the issuer’s current or prospective operations.

ON24, Inc. agreed to be acquired by Cvent-affiliated entity Cvent Atlanta, LLC, with Summit Sub Corp. merging into ON24 so it becomes a wholly owned subsidiary. ON24 stockholders will receive $8.10 in cash for each share at closing, with all outstanding common stock converted into this cash consideration, except treasury shares, shares held by the buyer group, and shares properly exercising appraisal rights.

Vested stock options with exercise prices below $8.10 will be cashed out, while underwater options will be canceled without payment. Unvested options and RSUs will convert into cash-based awards that continue to vest on their prior schedules, and the employee stock purchase plan will accelerate purchases by no later than February 16, 2026 and then terminate before closing. The deal requires antitrust and CFIUS clearances, majority stockholder approval, and ON24 having at least $107 million in cash by the earlier of June 30, 2026 or closing. A voting agreement covering about 39% of shares supports the merger, and the parties agreed to reverse and company termination fees of $22,045,127 and $12,024,615, respectively.

ON24 insider plans additional share sale under Rule 144

A holder of ON24, Inc. (ONTF) common stock, identified as Jayesh Sahasi, has filed a notice of proposed sale of 34,753 common shares. The shares are expected to be sold on or about 12/30/2025 on the NYSE through Morgan Stanley Smith Barney LLC. ON24 had 42,282,395 common shares outstanding when the notice was prepared.

The shares to be sold were originally acquired on 08/24/2020 by exercising stock options for cash. In the past three months, the same seller reported additional ON24 common stock sales, including 24,053 shares on 12/01/2025 for gross proceeds of $136,604.61 and 4,099 shares on 11/20/2025 for gross proceeds of $21,715.68.

An affiliate of ONTF has filed a Form 144 notice covering a planned sale of 16,000 shares of common stock. The shares are to be sold through Morgan Stanley Smith Barney LLC on or about 12/30/2025 on the NYSE, with an indicated aggregate market value of $93,760. The shares were acquired the same day through a cash exercise of stock options.

The notice also lists prior sales by James Blackie over the past three months. These include 22,550 common shares sold on 12/01/2025 for gross proceeds of $128,068.60 and 4,659 common shares sold on 11/20/2025 for gross proceeds of $24,682.45. The filing includes a representation that the seller does not know of undisclosed material adverse information about the issuer.