ON24 (ONTF) director’s 141,095-share stake cashed out at $8.10

Rhea-AI Filing Summary

ON24 director Teresa Anania disposed of 141,095 shares of common stock back to the company in connection with a completed merger, reducing her holdings to zero. According to the merger terms, each share of ON24 common stock was automatically canceled and converted into the right to receive $8.10 in cash per share, with similar treatment applied to outstanding RSUs.

Insights

Equity compensation and M&A analyst

Director’s entire ON24 stake was cashed out at $8.10 per share through a merger.

The filing shows director Teresa Anania disposed of 141,095 shares of ON24 common stock in a transaction coded as a disposition to the issuer. This was not an open-market trade but part of a closing merger.

The footnote explains that a merger with a parent entity became effective, and all outstanding ON24 common shares were canceled and converted into the right to receive $8.10 per share in cash, with similar treatment for RSUs. After this, Anania held no ON24 shares, indicating a full cash-out tied to the company’s change of control.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ANANIA TERESA

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	141,095	$0.00	--

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

Footnotes (1)

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Key Figures

Shares disposed: 141,095 shares Per-share cash consideration: $8.10 per share Shares held after transaction: 0 shares

3 metrics

Shares disposed 141,095 shares Common stock disposed to issuer in merger-related transaction

Per-share cash consideration $8.10 per share Cash paid for each outstanding ON24 common share in merger

Shares held after transaction 0 shares Total ON24 common shares owned by Teresa Anania following merger

Key Terms

Agreement and Plan of Merger, Merger Sub, 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 Sub regulatory

"Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving company"

A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.

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.

Form 4 Insider Transactions: What Each Field Means →

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^*

ANANIA TERESA

(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		141,095	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/ Teresa Anania 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)

FAQ

What did ON24 (ONTF) director Teresa Anania report in this Form 4?

Teresa Anania reported disposing of 141,095 shares of ON24 common stock in a transaction coded as a disposition to the issuer. The shares were canceled and cashed out as part of a completed merger at $8.10 per share.

How many ON24 (ONTF) shares did Teresa Anania hold after the merger transaction?

After the merger-related disposition, Teresa Anania held zero ON24 common shares. Her 141,095 shares were automatically canceled and converted into the right to receive $8.10 per share in cash under the merger agreement’s terms.

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

Each outstanding share of ON24 common stock was converted into the right to receive $8.10 in cash, without interest. The same consideration structure applied to similar equity awards like RSUs, according to the merger agreement description.

Was Teresa Anania’s ON24 (ONTF) share disposal an open-market sale?

No, the disposal was not an open-market sale. It was a disposition to the issuer resulting from a merger where all outstanding ON24 shares were canceled and converted into a cash right of $8.10 per share under the merger agreement.

What corporate event triggered the ON24 (ONTF) share cancellation and cash payout?

The trigger was a merger in which a subsidiary, Summit Sub Corp., merged into ON24, making ON24 a wholly owned subsidiary of Cvent Atlanta, LLC. At the merger’s effective time, each share was canceled and converted into the right to receive $8.10 in cash.