ON24 Inc. (ONTF) director’s 157,903 shares canceled in $8.10-per-share cash merger

Rhea-AI Filing Summary

ON24 Inc. director Anil Arora reported the cancellation and disposition to the issuer of 157,903 shares of common stock. The Form 4 shows this non-market transaction at a per-share price of $0.00, leaving him with 0 shares directly owned after the event.

According to a merger agreement among ON24, Cvent Atlanta, LLC, and Summit Sub Corp., each outstanding ON24 common share was automatically canceled and converted into the right to receive $8.10 in cash per share, without interest, with similar treatment for outstanding RSUs.

Insights

Equity transactions analyst

Director’s ON24 holdings were cashed out via a merger-related issuer disposition, not an open-market sale.

The filing shows Anil Arora’s 157,903 ON24 common shares were canceled and disposed of to the issuer in connection with a merger. This is a mechanical step under the merger agreement rather than a discretionary market trade, and no exercise of derivatives is reported.

The merger converted each ON24 share into the right to receive $8.10 in cash, with similar treatment for RSUs. After the transaction, Arora’s reported direct holdings are 0 shares, indicating his equity exposure in ON24 common stock ended at the merger close.

Insider Trade Summary

Net Seller: 157,903 shares

Net Sell 1 txn

Insider Arora Anil

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	157,903	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

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.

Key Figures

Shares disposed: 157,903 shares Merger cash consideration: $8.10 per share Post-transaction holdings: 0 shares +1 more

4 metrics

Shares disposed 157,903 shares Common stock disposed to issuer on April 1, 2026

Merger cash consideration $8.10 per share Cash paid for each outstanding ON24 common share at merger effective time

Post-transaction holdings 0 shares Director’s direct ON24 common stock holdings after disposition

Merger effective date April 1, 2026 Date Summit Sub Corp. merged with and into ON24 Inc.

Key Terms

Agreement and Plan of Merger, Merger Agreement, RSUs, wholly-owned subsidiary

4 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 Agreement regulatory

"the "Merger Agreement" among the Issuer, Cvent Atlanta, LLC ("Parent"), and Summit Sub Corp."

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

RSUs financial

"with similar treatment for outstanding RSUs"

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.

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.

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 04/02/2026 - 01:22 PM Learn about SEC filing dates

FAQ

What did ON24 (ONTF) director Anil Arora report in this Form 4?

Anil Arora reported a disposition to the issuer of 157,903 shares of ON24 common stock. The shares were canceled in connection with a merger, ending his reported direct ownership position at 0 shares following the completion of the transaction described in the filing.

How many ON24 (ONTF) shares were affected and what was the reported price?

The Form 4 shows 157,903 ON24 common shares disposed of in a single non-derivative transaction. The transaction price is listed as $0.00 per share, reflecting an issuer disposition tied to a merger process rather than a standard open-market sale at a quoted trading price.

What merger transaction involving ON24 (ONTF) is described in the footnote?

The footnote describes a merger where Summit Sub Corp. merged with and into ON24, making ON24 a wholly-owned subsidiary of Cvent Atlanta, LLC. This transaction was governed by an Agreement and Plan of Merger dated December 29, 2025, referred to as the Merger Agreement.

What consideration did ON24 (ONTF) shareholders receive in the merger?

At the merger’s effective time, 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. The footnote states that outstanding RSUs received similar treatment under the merger terms.

Did Anil Arora retain any ON24 (ONTF) shares after this Form 4 transaction?

No. The Form 4 reports that following the issuer disposition of 157,903 ON24 common shares, Anil Arora’s total direct holdings were 0 shares. This indicates his reported direct ownership stake in ON24 common stock ended upon completion of the merger-related cancellation.

How were ON24 (ONTF) RSUs treated in connection with the merger?

The footnote states that outstanding RSUs received similar treatment to common shares in the merger. This means those RSUs were also addressed under the Agreement and Plan of Merger, being converted into corresponding rights to receive cash consideration rather than remaining as ON24 equity awards.

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^*

Arora Anil

(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		10% Owner
	Officer (give title below)		Other (specify below)

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		D		157,903	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

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.

Remarks:

	/s/ Arora Anil 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)