Every 8-K that ON24 INC (ONTF) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ONTF and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ONTF filings page.
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.
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.
ON24, Inc. reports shareholder litigation related to its planned merger with Cvent Atlanta’s affiliate and issues supplemental proxy disclosures ahead of the March 26, 2026 special meeting. Two stockholders filed suits in New York seeking to block or alter the merger, claiming the original proxy omitted material information.
ON24 believes these claims are without merit but is voluntarily expanding its disclosures to reduce delay risk. New details cover non-disclosure agreements (clarifying there were no post-signing “don’t-ask don’t-waive” provisions), the absence of pre-signing employment or participation talks for management, and added specificity around Goldman Sachs’ fairness opinion.
The filing outlines ON24’s cash and fully diluted share assumptions, valuation ranges per share, and peer transaction and trading multiples used in the analysis. It also discloses long-term financial projections through 2035, including revenue, margins, operating expenses, stock-based compensation and unlevered free cash flow, and reiterates extensive forward‑looking statement and merger‑completion risks.
ON24 reported fourth quarter 2025 revenue of $34.6 million and full-year 2025 revenue of $139.3 million, mostly from its Core Platform at $136.7 million. Total annual recurring revenue reached $124 million, with Core Platform ARR of $122 million as of December 31, 2025.
The company narrowed its GAAP net loss to $28.9 million for 2025, while generating non-GAAP net income of $4.3 million and adjusted EBITDA of $1.6 million. ON24 ended the year with $167.5 million in cash, cash equivalents and marketable securities, and highlighted record levels of multi-year contracts and multi-product customers. ON24 will not host an earnings call or provide forward guidance because of the proposed acquisition by Cvent.
ON24, Inc. reported that the U.S. Federal Trade Commission granted early termination of the Hart-Scott-Rodino waiting period for its previously announced acquisition by an affiliated entity of Cvent, Inc. This is a key antitrust milestone that allows the merger review process to move forward more quickly.
The deal still depends on ON24 stockholder approval and other regulatory clearances as outlined in its preliminary proxy statement filed on February 9, 2026. ON24 will file and mail a definitive proxy statement so stockholders can evaluate the terms and vote on the proposed transaction.
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, Inc. disclosed that it has entered into an Agreement and Plan of Merger under which affiliates of Cvent, Inc. will acquire ON24 in an all-cash deal. A Cvent-affiliated entity, Cvent Atlanta, LLC, formed Summit Sub Corp. to merge with ON24, leaving ON24 as a wholly owned subsidiary of Cvent Atlanta after the transaction.
Under the Merger Agreement, Cvent’s affiliates have agreed to acquire all outstanding shares of ON24 common stock for $8.10 per share in cash. The transaction is subject to several conditions, including approval of ON24 stockholders and required regulatory approvals, and may be terminated under specified circumstances, some of which could require ON24 to pay a termination fee. The company highlights customary risks around completion timing, regulatory review, potential litigation, and business disruption while the deal is pending.
ON24, Inc. furnished its press release announcing financial results for the quarter ended September 30, 2025, and disclosed that it has received indications of interest for a potential acquisition. The Board is evaluating these indications with Goldman Sachs as its financial advisor, and the company stated there can be no assurances as to the outcome of this process.
The press release was attached as Exhibit 99.1 and the information was furnished, not filed, under the Exchange Act.
ON24, Inc. (NYSE: ONTF) filed a Form 8-K reporting the results of its June 20, 2025 Annual Meeting of Stockholders.
- Director elections: Class I nominees were re-elected—Ronald Mitchell received 26,498,206 for votes (82.4%) and Anthony Zingale received 23,226,002 for votes (72.3%). Broker non-votes totaled 3,736,043 for each nominee.
- Auditor ratification: KPMG LLP was ratified as independent registered public accounting firm for FY 2025 with 35,822,913 for votes (≈99%), 48,514 against, and 8,815 abstentions.
- No other matters were presented and no strategic or financial guidance was provided.
The vote results indicate broad shareholder support for corporate governance continuity and audit oversight. No material transactions, earnings data, or operational updates were disclosed.