ON24 (ONTF) director’s 141,095 shares cashed out at $8.10

Rhea-AI Filing Summary

ON24 Inc. director Mitchell Ronald Paul disposed of his common stock holdings through an issuer transaction tied to the company’s merger. On April 1, 2026, his 141,095 shares of ON24 common stock were canceled and converted into the right to receive cash at $8.10 per share under the merger agreement.

Following this merger-related cash-out, his reported direct ownership of ON24 common stock was reduced to zero, as ON24 became a wholly-owned subsidiary of Cvent Atlanta, LLC.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Mitchell Ronald Paul

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 Post-transaction holdings: 0 shares +2 more

5 metrics

Shares disposed 141,095 shares Common stock canceled at merger effective time

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

Post-transaction holdings 0 shares Total ON24 common stock directly held after disposition

Transaction code D Disposition to issuer of common stock

Transaction date April 1, 2026 Effective time of merger and share cancellation

Key Terms

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

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.

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.

Merger Sub technical

"Summit Sub Corp. ("Merger Sub"), on April 1, 2026, Merger Sub merged with and into the Issuer"

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.

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^*

Mitchell Ronald Paul

(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/ Ronald Mitchell 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 Mitchell Ronald Paul report on this Form 4?

He reported the disposition of 141,095 shares of ON24 common stock to the issuer. The shares were canceled in connection with a merger and converted into the right to receive $8.10 per share in cash, eliminating his direct ON24 holdings.

How many ON24 (ONTF) shares were affected in Mitchell Ronald Paul’s transaction?

The filing shows 141,095 shares of ON24 common stock were disposed of. These shares were automatically canceled at the merger’s effective time and converted into a cash right based on $8.10 per share, rather than being sold on the open market.

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

Each outstanding share of ON24 common stock was converted into the right to receive $8.10 in cash, without interest. This fixed cash amount applied to all outstanding common shares at the merger’s effective time, with similar treatment for outstanding RSUs.

What is Mitchell Ronald Paul’s ON24 (ONTF) ownership after this Form 4 transaction?

After the merger-related disposition, his reported direct ownership of ON24 common stock is zero shares. The transaction reflects cancellation of his stock in exchange for a cash right, consistent with all outstanding shares being converted at $8.10 per share.

How was the ON24 (ONTF) merger structured according to the filing footnote?

The footnote explains that Summit Sub Corp. merged into ON24, with ON24 surviving as a wholly-owned subsidiary of Cvent Atlanta, LLC. At the merger’s effective time, each outstanding ON24 common share was canceled and converted into a cash right at $8.10 per share.