ON24 CEO’s shares and options cashed out in merger

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.

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.

Insights

Equity compensation and M&A specialist

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	$0.00
Disposition	Stock Options (Right to buy)	20,802	$0.00	$0.00
Disposition	Stock Options (Right to buy)	99,836	$0.00	$0.00
Disposition	Stock Options (Right to buy)	427,950	$0.00	$0.00
Disposition	Stock Options (Right to buy)	313,794	$0.00	$0.00
Grant/Award	Common Stock	478,725	$0.00	$0.00
Disposition	Common Stock	4,197,237	$0.00	$0.00

Holdings After Transaction: Stock Options (Right to buy) — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (2)

1. F1. 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.
2. F2. 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.

What cash amount per share did ON24 (ONTF) stockholders receive in the merger?

Each outstanding share of ON24 common stock was automatically canceled and converted into the right to receive $8.10 in cash per share, without interest. This fixed cash price also underpins the cash settlement formula for stock options and RSUs tied to ON24 shares.

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.

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Accepted by SEC EDGAR 04/02/2026 - 01:19 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sharan Sharat

(Last) (First) (Middle)

C/O ON24, INC.

301 HOWARD STREET, SUITE 1100

(Street)

SAN FRANCISCO CALIFORNIA 94105

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ON24 INC. [ ONTF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and Chief Executive

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		A		478,725	A	$0.00	4,197,237	D
Common Stock	04/01/2026		D		4,197,237	D	(1)	0.00	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to buy)	$13.33	04/01/2026		D			439,198	(2)	12/11/2030	Common Stock	439,198	$0.00	0.00	D
Stock Options (Right to buy)	$13.33	04/01/2026		D			20,802	(2)	12/11/2030	Common Stock	20,802	$0.00	0.00	D
Stock Options (Right to buy)	$2	04/01/2026		D			99,836	(2)	03/15/2030	Common Stock	99,836	$0.00	0.00	D
Stock Options (Right to buy)	$1.35	04/01/2026		D			427,950	(2)	12/21/2028	Common Stock	427,950	$0.00	0.00	D
Stock Options (Right to buy)	$1.23	04/01/2026		D			313,794	(2)	03/15/2030	Common Stock	313,794	$0.00	0.00	D

Explanation of Responses:

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.

2. 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.

Remarks:

	/s/ Sharan Sharat by Charles Rogerson, as Attorney-in-Fact	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)