ON24 acquired for $400M cash and to leave NYSE

ON24, Inc. has completed its merger with an affiliate of Cvent, Inc., becoming a wholly owned subsidiary of Cvent Atlanta, LLC.

Rhea-AI Filing Summary

ON24, Inc. has completed its merger with an affiliate of Cvent, Inc., becoming a wholly owned subsidiary of Cvent Atlanta, LLC. Public shareholders’ common stock was canceled and converted into the right to receive $8.10 in cash per share, net of applicable withholding taxes.

The transaction represents an aggregate purchase price of approximately $400 million, funded with cash on hand at both the buyer and ON24. ON24 is being delisted from the New York Stock Exchange, plans to deregister its common stock, and will suspend SEC reporting obligations.

Equity plans were terminated and outstanding options and RSUs were converted into cash or restricted cash awards based on the merger terms. The deal triggered a change in control, with ON24’s prior directors resigning and a new Cvent-affiliated board installed, while existing officers continue as officers of the surviving corporation.

Insights

M&A and capital-markets analyst

ON24 is taken private in a $400 million all‑cash acquisition and exits public markets.

The merger makes ON24 a wholly owned subsidiary of a Cvent affiliate, with common shareholders receiving $8.10 per share in cash. The filing states an aggregate purchase price of approximately $400 million, funded using cash on hand at both the buyer and ON24.

With trading halted and a Form 25 requested, ON24’s shares will be delisted from the NYSE and then deregistered via Form 15, ending ongoing reporting under Sections 13 and 15(d). This effectively closes the public‑company chapter and consolidates control with the private parent.

Employee incentives are restructured: vested options and RSUs convert into cash based on the merger consideration, while unvested awards become restricted cash awards that vest on prior schedules. Governance also shifts, as the legacy board resigns and Cvent‑aligned directors take over, while existing officers remain to run the surviving entity.

8-K Event Classification

8 items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01

8 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Per-share merger consideration: $8.10 per share Aggregate purchase price: approximately $400 million Form 25 filing: Form 25 +2 more

5 metrics

Per-share merger consideration $8.10 per share Cash paid for each outstanding ON24 common share at the Effective Time

Aggregate purchase price approximately $400 million Total consideration for outstanding ON24 common stock, excluding specified shares

Form 25 filing Form 25 Requested to delist and deregister ON24 common stock from NYSE under Section 12(b)

Reporting termination Form 15 Planned filing to terminate registration and suspend reporting under Sections 13 and 15(d)

Effective date of merger April 1, 2026 Closing Date and Effective Time when ON24 became a wholly owned subsidiary

Key Terms

Merger Consideration, Effective Time, change in control, restricted cash award, +2 more

6 terms

Merger Consideration financial

"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”)."

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Effective Time regulatory

"At the effective time of the Merger (the “Effective Time”), the separate corporate existence of Merger Sub ceased, and the Company survived the Merger"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

change in control financial

"As a result of the Merger, at the Effective Time, a change in control of the Company occurred and the Company became a wholly-owned subsidiary of Parent."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

restricted cash award financial

"became entitled to receive a restricted cash award (an “Option Restricted Cash Award”) representing the right to receive an amount in cash"

Form 25 regulatory

"requested that the NYSE file with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b)"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Form 15 regulatory

"the Company intends to file with the SEC a Certification and Notice of Termination on Form 15 to deregister the Company Common Stock"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

FAQ

What happened to ON24 (ONTF) in the April 1, 2026 transaction?

ON24 completed a merger with an affiliate of Cvent, Inc., becoming a wholly owned subsidiary of Cvent Atlanta, LLC. Public shares were canceled and converted into the right to receive cash, and ON24 will be delisted from the NYSE and deregister its common stock.

How much are ON24 (ONTF) shareholders receiving per share in the merger?

Each outstanding share of ON24 common stock was converted into the right to receive $8.10 in cash per share, without interest and net of applicable withholding taxes. Shares held by the company, the buyer group, or subject to appraisal rights are treated separately under Delaware law.

What is the total purchase price for the ON24 (ONTF) acquisition?

The aggregate purchase price paid for all outstanding ON24 common stock, other than certain excluded shares, is approximately $400 million. The funds used to complete the merger came from cash on hand at the Cvent-affiliated parent and cash on hand at ON24, as specified in the agreement.

What will happen to ON24 (ONTF) stock listing and SEC reporting after the merger?

ON24 notified the NYSE of the merger’s completion and requested a Form 25 to delist and deregister its common stock under Section 12(b). After Form 25 is effective, ON24 intends to file Form 15 to terminate registration and suspend periodic reporting obligations under Sections 13 and 15(d).

How are ON24 (ONTF) stock options and RSUs treated in the merger?

Vested stock options are canceled and converted into cash equal to the excess of $8.10 over the exercise price per share. Unvested options become restricted cash awards with similar vesting terms. Vested RSUs receive cash equal to $8.10 per unit, while unvested RSUs convert into restricted cash awards vesting on prior schedules.

Did the ON24 (ONTF) merger cause a change in control and board changes?

Yes. At the effective time, a change in control occurred and ON24 became a wholly owned subsidiary of the Cvent-affiliated parent. All prior directors resigned, and new directors designated by the buyer were appointed, while ON24’s existing officers continued as officers of the surviving corporation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/01/2026 - 04:15 PM Learn about SEC filing dates

ON24 INC. false 0001110611 --12-31 0001110611 2026-04-01 2026-04-01

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): April 1, 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. ☐

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.

Each vested Company RSU (including after application of any accelerated vesting that occurs pursuant to the terms of any agreement governing a Company RSU, and with the achievement of any performance vesting goals applicable to any Company RSU being determined in accordance with the terms of the applicable agreement governing such Company RSU) outstanding as of immediately prior to the Effective Time was automatically canceled, and the former holder of such canceled vested Company RSU 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 Merger Consideration.

Each unvested Company RSU outstanding as of immediately prior to the Effective Time was automatically canceled, and the former holder of such canceled unvested Company RSU became entitled to receive a restricted cash award (an “RSU 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 Merger Consideration, with payment of such amount subject to the same terms and conditions (including as to vesting, forfeiture, acceleration and employment termination protection, but excluding, for the avoidance of doubt, any performance conditions) as applied to the corresponding canceled unvested Company RSU as of immediately prior to the Effective Time. Any payments made in respect of each RSU 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 RSU Restricted Cash Award (or portion thereof) vests.

The definitive proxy statement filed by the Company with the SEC on February 24, 2026, and the supplemental disclosure to such proxy statement filed by the Company with the SEC on March 19, 2026, contain additional information about the Merger and the other transactions contemplated by the Merger Agreement, including information concerning the interests of directors, executive officers and affiliates of the Company in the Merger.

The foregoing description of the Merger Agreement and the Merger is not complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On the Closing Date, the Company notified the New York Stock Exchange (the “NYSE”) of the consummation of the Merger and requested that the NYSE file with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to delist the shares of the Company Common Stock from the NYSE and deregister the Company Common Stock under Section 12(b) of the Exchange Act. Upon effectiveness of the Form 25, the Company intends to file with the SEC a Certification and Notice of Termination on Form 15 to deregister the Company Common Stock and suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act. Trading of the Company Common Stock on the NYSE was halted prior to the opening of trading on the Closing Date.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 1.02, 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.

As a result of the Merger, each share of Company Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was canceled and converted automatically, at the Effective Time, into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of such shares of Company Common Stock ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration.

Item 5.01 Change in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.01.

As a result of the Merger, at the Effective Time, a change in control of the Company occurred and the Company became a wholly-owned subsidiary of Parent. In connection with the Merger, the aggregate purchase price paid for all outstanding

Company Common Stock (except as described in Item 2.01 of this Current Report on Form 8-K) was approximately $400 million. The funds used to complete the Merger and the transactions contemplated thereby were provided by cash on hand at Parent and cash on hand at Company, in accordance with the terms of the Merger Agreement.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Items 1.02 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.02.

In connection with the Merger, as of the Effective Time, Teresa Anania, Anil Arora, Ron Mitchell, Cynthia Paul, Sharat Sharan, Dominique Trempont, Tony Zingale and Barry Zwarenstein each resigned from the board of directors of the Company and from any and all committees thereof on which they served and ceased to be directors of the Company. At the Effective Time, in accordance with the terms of the Merger Agreement, (i) the following persons became the directors of the Surviving Corporation: Rajeev K. Aggarwal, Katherine Mary Wagner and Charles V. Ghoorah and (ii) the officers of the Company immediately prior to the Effective Time became the officers of the Surviving Corporation.

Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety. Copies of the amended and restated certificate of incorporation and the amended and restated bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Exhibits

(d) Exhibits.

Exhibit No.		Description
2.1*		Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on December 30, 2025).
3.1		Fourteenth Amended and Restated Certificate of Incorporation of ON24, Inc.
3.2		Amended and Restated Bylaws of ON24, Inc.
104		Cover Page Interactive Data File (formatted as Inline XBRL document)

* Certain provisions or terms of this exhibit, including the disclosure schedule thereto, have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K as they contain information that is both not material and of the type that the registrant treats as private or confidential.

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: April 1, 2026				ON24, Inc.
				By:		/s/ Steven Vattuone
						Steven Vattuone
						Chief Financial Officer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EX-3.1 12.8 KB
• EX-3.2 EX-3.2 49.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 19.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.9 KB