Introductory Note
On December 29, 2025, ON24, Inc., a Delaware corporation (the “Company” or “ON24”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cvent Atlanta, LLC, a Delaware limited liability company (“Parent”), and Summit Sub Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving company and a wholly-owned subsidiary of Parent following the transaction. Parent and Merger Sub are affiliated with Cvent, Inc. and have agreed to acquire all of the Company’s outstanding shares of common stock (the “Company Shares”) for $8.10 per share, in cash, as described in more detail below. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings set forth in the Merger Agreement.
On April 1, 2026 (the “Closing Date”), upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the General Corporation Law of the State of Delaware, the Merger was completed. At the effective time of the Merger (the “Effective Time”), the separate corporate existence of Merger Sub ceased, and the Company survived the Merger as a wholly-owned subsidiary of Parent.
| Item 1.02 |
Termination of Material Definitive Agreement. |
The information set forth in the Introductory Note and Items 3.03, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference.
Effective as of the Closing Date, in accordance with the terms of the Merger Agreement, the Company terminated the Company’s 2021 Employee Stock Purchase Plan, the Company’s 2014 Stock Option Plan, as amended, and the Company’s 2021 Equity Incentive Plan.
In connection with the completion of the Merger, on April 1, 2026, the Company terminated that certain Sixth Amended and Restated Loan and Security Agreement, dated as of August 31, 2021, as amended, by and between the Company and Fifth Third Bank, N.A., as successor by merger to Comerica Bank.
Effective as of the Closing Date, the Tenth Amended and Restated Investors’ Rights Agreement, dated April 12, 2019, by and among the Company and certain of its stockholders terminated by its terms upon the completion of the Merger.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note and Items 3.03, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.
At the Effective Time, each Company Share outstanding as of immediately prior to the Effective Time (other than any Company Shares held by the Company as treasury stock or owned by Parent, Merger Sub or any other subsidiaries thereof or any Company Shares as to which appraisal rights were properly exercised in accordance with Delaware law), was automatically canceled, extinguished and converted into the right to receive cash in an amount equal to $8.10, without interest and net of applicable withholding taxes (the “Merger Consideration”).
Each vested Company Option outstanding as of immediately prior to the Effective Time was automatically canceled at the Effective Time, and the former holder of such canceled vested Company Option became entitled to receive at the Effective Time or as soon as practicable thereafter (but in no event later than the first regularly scheduled payroll date of the Surviving Corporation occurring on or after the fifth (5th) Business Day after the Effective Time) an amount in cash (without interest and subject to deduction for any required withholding Tax as contemplated in the Merger Agreement), equal to the excess, if any, of the Merger Consideration over the exercise price per share of each such canceled Company Option.
Each unvested Company Option outstanding as of immediately prior to the Effective Time was automatically canceled, and the former holder of any canceled unvested Company Option became entitled to receive a restricted cash award (an “Option Restricted Cash Award”) representing the right to receive an amount in cash (without interest and subject to deduction for any required withholding Tax as contemplated in the Merger Agreement), equal to the excess, if any, of the Merger Consideration over the exercise price per share of each such canceled unvested Company Option. Any payments made in respect of each Option Restricted Cash Award will be paid through the payroll of the Surviving Corporation promptly, and in any event no later than the first regularly scheduled payroll date occurring on or after the thirtieth (30th) calendar day following the date on which the Option Restricted Cash Award (or portion thereof) vests.
