ON24 (NYSE: ONTF) CEO’s stock and options converted to $8.10-per-share cash
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
ON24 Inc. President and Chief Executive Sharat Sharan reported merger-related changes to his holdings following the completion of the Merger with Cvent Atlanta, LLC. At the effective time, each share of ON24 common stock was canceled and converted into the right to receive $8.10 in cash per share, with similar cash treatment for RSUs, while unvested RSUs remain subject to time-based vesting.
Sharan disposed of several blocks of stock options covering hundreds of thousands of shares, each option being canceled in exchange for cash equal to $8.10 minus the option’s exercise price. He also reported a grant of 478,725 common shares immediately followed by a disposition of 4,197,237 common shares to the issuer, leaving him with no reported direct common stock or option holdings after the Merger.
Positive
- None.
Negative
- None.
Insights
CEO’s ON24 equity is cashed out in an all-cash merger.
The filing shows Sharat Sharan’s ON24 equity converted to cash as part of the completed Merger with Cvent Atlanta, LLC. Each common share becomes a right to receive $8.10 in cash, while options receive the cash spread above their exercise price.
Multiple option positions with exercise prices of $13.33, $2.00, $1.35, and $1.23 per share are canceled for cash, and 4,197,237 common shares are similarly canceled. No derivatives remain in the derivativeSummary, indicating his ON24 options are fully settled.
Because these are mechanical, merger-driven settlements rather than open‑market trades, they mainly confirm that ON24 is now a wholly‑owned subsidiary of Parent and that Sharan’s prior ON24 equity stake has been converted into cash consideration and time‑vested RSU-based rights.
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Sharan Sharat
Role
President and Chief Executive
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options (Right to buy) | 439,198 | $0.00 | -- |
| Disposition | Stock Options (Right to buy) | 20,802 | $0.00 | -- |
| Disposition | Stock Options (Right to buy) | 99,836 | $0.00 | -- |
| Disposition | Stock Options (Right to buy) | 427,950 | $0.00 | -- |
| Disposition | Stock Options (Right to buy) | 313,794 | $0.00 | -- |
| Grant/Award | Common Stock | 478,725 | $0.00 | -- |
| Disposition | Common Stock | 4,197,237 | $0.00 | -- |
Holdings After Transaction:
Stock Options (Right to buy) — 0 shares (Direct);
Common Stock — 4,197,237 shares (Direct)
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger, dated as of December 29, 2025 (the "Merger Agreement") among the Issuer, Cvent Atlanta, LLC ("Parent"), and Summit Sub Corp. ("Merger Sub"), on April 1, 2026, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving company and a wholly-owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each outstanding share of Issuer common stock was automatically canceled and converted into the right to receive cash in an amount equal to $8.10 per share, without interest, with similar treatment for outstanding RSUs except that unvested RSUs remain subject to time-based vesting conditions. At the effective time of the Merger, each outstanding option to purchase Issuer common stock was automatically canceled and converted into the right to receive cash in an amount equal to $8.10 less the exercise price per share of such option.
Key Figures
Merger cash price per share: $8.10 per share
Options at $13.33 strike: 439,198 options at $13.33/share
Options at $2.00 strike: 99,836 options at $2.00/share
+4 more
7 metrics
Merger cash price per share
$8.10 per share
Cash consideration for each share of ON24 common stock in the Merger
Options at $13.33 strike
439,198 options at $13.33/share
Stock options canceled for cash equal to $8.10 minus $13.33 exercise price
Options at $2.00 strike
99,836 options at $2.00/share
Options canceled and converted into cash based on $8.10 less $2.00
Options at $1.35 strike
427,950 options at $1.35/share
Options canceled and settled in cash using $8.10 minus $1.35
Options at $1.23 strike
313,794 options at $1.23/share
Options canceled and settled in cash using $8.10 minus $1.23
Common stock disposed
4,197,237 shares
ON24 common shares canceled and converted into merger cash consideration
Common stock grant
478,725 shares
Grant or award of ON24 common stock before disposition in connection with Merger
Key Terms
Agreement and Plan of Merger, Merger, RSUs, stock options, +2 more
6 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated as of December 29, 2025"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger financial
"on April 1, 2026, Merger Sub merged with and into the Issuer"
A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.
RSUs financial
"with similar treatment for outstanding RSUs except that unvested RSUs remain subject"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
stock options financial
"each outstanding option to purchase Issuer common stock was automatically canceled"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
wholly-owned subsidiary financial
"the Issuer continuing as the surviving company and a wholly-owned subsidiary of Parent"
A wholly-owned subsidiary is a company whose entire ownership is held by another company, called the parent, so the parent controls all shares, board appointments and major decisions. For investors this matters because the subsidiary’s profits, losses, assets and liabilities are treated as part of the parent’s financial picture, affecting valuation and risk exposure — imagine a parent owning a single storefront outright and consolidating its receipts and bills into the parent’s books.
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
FAQ
What did ON24 (ONTF) CEO Sharat Sharan report in this Form 4?
He reported merger-related settlements of his ON24 equity. His common shares were canceled for cash, his stock options were canceled for cash equal to $8.10 minus exercise price, and no ON24 common stock or options remain directly held after the Merger.
How were Sharat Sharan’s ON24 stock options treated in the merger?
Each outstanding option to purchase ON24 common stock was automatically canceled at the merger’s effective time. For each option, the holder became entitled to cash equal to $8.10 per share minus that option’s exercise price, effectively cashing out the in-the-money portion, if any.
What happened to ON24 (ONTF) RSUs in connection with the merger?
Outstanding RSUs received similar cash treatment as common stock, based on $8.10 per underlying share. However, unvested RSUs remain subject to their original time-based vesting conditions, so recipients continue to vest into the related cash-based merger consideration over time.
Does Sharat Sharan still hold ON24 common stock after these transactions?
The Form 4 shows 4,197,237 shares of ON24 common stock disposed of to the issuer at the merger’s effective time, leaving a reported total of zero shares directly held afterward. His economic interest in ON24 common equity was effectively converted into cash and time-vested RSU-linked rights.
What corporate change involving ON24 (ONTF) does this Form 4 reflect?
It reflects completion of a Merger under which Summit Sub Corp. merged into ON24, making ON24 a wholly-owned subsidiary of Cvent Atlanta, LLC. As a result, ON24 common shares and options were canceled and converted into fixed cash consideration based on $8.10 per share.