Shareholders of ON24 (NYSE: ONTF) back merger with Cvent Atlanta

Rhea-AI Filing Summary

ON24, Inc. stockholders approved the proposed merger with Cvent Atlanta, LLC at a special meeting held on March 26, 2026. The merger will combine ON24 with Summit Sub Corp., a wholly owned subsidiary of Cvent Atlanta, with ON24 surviving as a wholly owned subsidiary of the parent entity.

A quorum was achieved, with 36,978,551 shares of common stock represented, about 87% of shares entitled to vote as of the February 23, 2026 record date. The Merger Proposal passed with 36,820,608 votes for, 45,228 against, and 112,715 abstentions, so an adjournment vote was not needed. Subject to satisfaction or waiver of closing conditions in the merger agreement, the merger is expected to be completed on or about April 1, 2026.

Insights

M&A and corporate actions analyst

ON24 shareholders approved a change-of-control merger with strong voting support.

The special meeting shows clear stockholder backing for ON24’s merger with Cvent Atlanta, LLC. Approximately 87% of eligible shares were represented, and the Merger Proposal received an overwhelming majority of votes cast in favor versus minimal opposition or abstentions.

The structure makes ON24 a wholly owned subsidiary of the Cvent Atlanta parent, marking a full change of control once conditions are satisfied or waived. The disclosed expectation to close on or about April 1, 2026 provides a near-term timing anchor, though completion still depends on remaining merger agreement conditions.

Because the Merger Proposal passed decisively, no adjournment vote was required, indicating that additional proxy solicitation was unnecessary. Subsequent company communications and future filings following the targeted closing date are likely to detail post-merger organizational and capital structure outcomes.

ON24 INC. false 0001110611 0001110611 2026-03-26 2026-03-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 26, 2026

ON24, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39965		94-3292599
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

301 Howard Street, Suite 1100
San Francisco, CA				94105
(Address of principal executive offices)				(Zip Code)

(415) 369-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Common stock, par value $0.0001 per share		ONTF		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 26, 2026, ON24, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of the close of business on February 23, 2026, the record date for the Special Meeting, there were 42,653,591 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), outstanding and entitled to vote at the Special Meeting. A total of 36,978,551 shares of Common Stock were present or represented by proxy, representing approximately 87% of the votes entitled to be cast at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting.

At the Special Meeting, the Company’s stockholders were asked to consider and vote on the following matters:

Proposal No. 1 (the “Merger Proposal”) was to consider and vote on the proposal to approve the Agreement and Plan of Merger, dated as of December 29, 2025, by and among the Company, Cvent Atlanta, LLC, a Delaware limited liability company (“Parent”), and Summit Sub Corp., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Sub”), to effect the merger of Merger Sub with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Parent.

Proposal No. 2 (the “Adjournment Proposal”) was to consider and vote on the proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

At the Special Meeting, the Merger Proposal was approved. Because the Merger Proposal was approved, the Adjournment Proposal was not necessary.

The final voting results for the Merger Proposal are set forth below.

For		Against		Abstain
36,820,608		45,228		112,715

No other business properly came before the Special Meeting.

Subject to the satisfaction or waiver of all of the conditions to the closing of the Merger in the Merger Agreement, the Merger is expected to be completed on or about April 1, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 27, 2026				ON24, Inc.
				By:		/s/ Steven Vattuone
						Steven Vattuone
						Chief Financial Officer

FAQ

What did ON24 (ONTF) stockholders approve at the special meeting?

Stockholders approved a merger where Summit Sub Corp. will merge into ON24, making ON24 a wholly owned subsidiary of Cvent Atlanta, LLC. This vote authorizes completion of the previously signed Agreement and Plan of Merger dated December 29, 2025, subject to closing conditions.

How strong was stockholder support for the ON24 (ONTF) merger proposal?

Support was very strong, with 36,820,608 votes for, 45,228 against, and 112,715 abstentions. A quorum was reached as 36,978,551 shares, about 87% of those entitled to vote as of February 23, 2026, were present or represented by proxy.

When is the ON24 (ONTF) merger expected to close?

The merger is expected to be completed on or about April 1, 2026, subject to satisfaction or waiver of all conditions in the merger agreement. This targeted timing follows stockholder approval at the March 26, 2026 special meeting and any remaining required steps.

What was the purpose of the adjournment proposal for ON24 (ONTF)?

The adjournment proposal would have allowed the special meeting to be postponed to solicit additional proxies if there were insufficient votes to adopt the merger agreement. Because the merger proposal was approved with ample support, this adjournment proposal was not needed or acted upon.

How many ON24 (ONTF) shares were entitled to vote at the special meeting?

As of the February 23, 2026 record date, 42,653,591 shares of ON24 common stock were outstanding and entitled to vote. At the March 26, 2026 special meeting, 36,978,551 shares were present or represented by proxy, providing the required quorum to conduct business.

Will ON24 (ONTF) remain an independent company after the merger closes?

After closing, ON24 will survive the merger as a wholly owned subsidiary of Cvent Atlanta, LLC through its subsidiary Summit Sub Corp. This structure means ON24 will no longer be an independent public company but will be controlled by the Cvent Atlanta parent entity.

Filing Exhibits & Attachments

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB