STOCK TITAN

ON24 (ONTF) director exits stake in $8.10-per-share cash merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ZWARENSTEIN BARRY reported disposition transactions in this Form 4 filing.

ON24 Inc. director Barry Zwarenstein reported that his equity stake was cashed out in connection with the company’s merger. On April 1, 2026, all of his 154,586 shares of common stock and stock options for 110,834 shares were canceled and converted into cash rights under the merger terms.

Each ON24 common share was converted into the right to receive $8.10 in cash, with similar treatment for RSUs. Each stock option was canceled and converted into a cash right equal to $8.10 minus its $6.88 exercise price per share, leaving him with no remaining ON24 holdings.

Positive

  • None.

Negative

  • None.

Insights

Director’s entire ON24 stake is cashed out via a completed merger.

Barry Zwarenstein’s Form 4 shows a full disposition of his ON24 equity due to a merger that converted all common shares into a cash payment of $8.10 per share. His 154,586 shares and options over 110,834 shares were canceled for cash consideration.

The transactions are coded as dispositions to the issuer, reflecting automatic treatment at closing rather than open‑market selling. With total shares following the transactions reported as zero, this filing confirms he no longer holds ON24 securities after the merger’s effective time on April 1, 2026.

Insider ZWARENSTEIN BARRY
Role Director
Type Security Shares Price Value
Disposition Stock Options (Right to buy) 110,834 $0.00 --
Disposition Common Stock 154,586 $0.00 --
Holdings After Transaction: Stock Options (Right to buy) — 0 shares (Direct); Common Stock — 0 shares (Direct)
Footnotes (1)
  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. 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.
Common shares disposed 154,586 shares Common stock canceled and cashed out in merger on April 1, 2026
Options canceled 110,834 options Stock options over common shares canceled at merger effective time
Exercise price $6.88 per share Exercise price of canceled ON24 stock options
Merger cash price $8.10 per share Cash consideration for each ON24 common share in merger
Post-transaction holdings 0 shares Total ON24 common stock held after transactions
Post-transaction options 0 options Total ON24 stock options held after transactions
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.
stock options financial
"At the effective time of the Merger, each outstanding option to purchase Issuer common stock..."
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.
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.
disposition to issuer financial
""transaction_code_description": "Disposition to issuer""
SEC Form 4
FORM 4UNITED 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*
ZWARENSTEIN BARRY

(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026D154,586D(1)0.00D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to buy)$6.8804/01/2026D110,834 (2)08/28/2030Common Stock110,834$0.000.00D
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.
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/ ZWARENSTEIN BARRY by Charles Rogerson, as Attorney-in-Fact04/02/2026
** Signature of Reporting PersonDate
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 Barry Zwarenstein report in this Form 4?

He reported a complete disposition of his ON24 equity. All common shares and stock options were canceled and converted into cash rights at the merger closing, leaving him with no remaining ON24 holdings after April 1, 2026.

How many ON24 common shares did Barry Zwarenstein have cashed out?

He had 154,586 shares of ON24 common stock canceled and converted into cash rights. This occurred automatically at the effective time of the merger, when each outstanding share was converted into the right to receive $8.10 in cash per share.

What happened to Barry Zwarenstein’s ON24 stock options in the merger?

His options to purchase 110,834 ON24 shares at a $6.88 exercise price were automatically canceled. Each option was converted into the right to receive cash equal to $8.10 minus the option’s exercise price per underlying share, instead of remaining outstanding.

What cash amount per share did ON24 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 consideration applied to all shares at the merger’s effective time, with similar treatment disclosed for outstanding restricted stock units.

Does Barry Zwarenstein still own ON24 (ONTF) shares after this transaction?

No. The Form 4 reports total shares following the transactions as zero for both common stock and options. Because his holdings were canceled and converted into cash rights in the merger, he no longer has any reported ON24 equity position afterward.

What corporate event triggered the dispositions reported for ON24 (ONTF)?

The dispositions were triggered by a merger in which a subsidiary of Cvent Atlanta, LLC merged into ON24. ON24 became a wholly-owned subsidiary, and at the effective time, all common shares, RSUs, and options were automatically canceled and converted into cash rights.