ON24 (ONTF) CTO’s options and 738,621 shares canceled at $8.10 cash

Rhea-AI Filing Summary

ON24 Inc. executive Jayesh Sahasi reported multiple equity changes tied to ON24’s merger with Cvent Atlanta, LLC. On April 1, 2026, each share of ON24 common stock was canceled and converted into the right to receive $8.10 per share in cash, with similar cash treatment for RSUs that had vested.

At the same time, all of Sahasi’s outstanding stock options were canceled and converted into cash based on $8.10 minus the option exercise price for each underlying share. The option grants covered common stock at exercise prices including $13.33, $2.00, $1.35, and $1.23 per share. Sahasi also received a grant of 61,489 shares of common stock, after which his total common stock holding of 738,621 shares was disposed of to the issuer as part of the merger consideration, leaving him with no reported remaining ON24 equity in this filing.

Insights

Equity compensation and M&A analyst

CTO’s options and shares were cashed out as ON24 went private at $8.10.

The transactions reflect completion of ON24’s merger with an affiliate of Cvent Atlanta, LLC. All common shares converted into a right to receive $8.10 per share in cash, while vested RSUs and options received similar cash treatment based on intrinsic value.

For EV President, Product and CTO Jayesh Sahasi, five stock option awards with exercise prices from $1.23 to $13.33 were canceled for cash, and he received a grant of 61,489 shares of common stock. Immediately afterward, his 738,621 shares of common stock were disposed to the issuer, leaving no reported remaining holdings in this filing.

These are mechanistic merger-close adjustments rather than open‑market trades, so they mainly confirm that ON24’s equity has been converted into cash consideration at the agreed merger price of $8.10 per share.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider Sahasi Jayesh

Role EV President, Product and CTO

Type	Security	Shares	Price	Value
Disposition	Stock Options (Right to buy)	183,701	$0.00	--
Disposition	Stock Options (Right to buy)	17,299	$0.00	--
Disposition	Stock Options (Right to buy)	55,370	$0.00	--
Disposition	Stock Options (Right to buy)	26,043	$0.00	--
Disposition	Stock Options (Right to buy)	22,086	$0.00	--
Grant/Award	Common Stock	61,489	$0.00	--
Disposition	Common Stock	738,621	$0.00	--

Holdings After Transaction: Stock Options (Right to buy) — 0 shares (Direct); Common Stock — 738,621 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 except that unvested RSUs remain subject to time-based vesting conditions. 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: $8.10 per share New share grant: 61,489 shares Common shares disposed: 738,621 shares +3 more

6 metrics

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

New share grant 61,489 shares Common stock granted to Jayesh Sahasi on April 1, 2026

Common shares disposed 738,621 shares Total ON24 common stock position disposed to issuer in merger

Option exercise price $13.33 per share Exercise price for one stock option grant canceled for cash

Option exercise price $2.00 per share Exercise price for another stock option grant canceled for cash

Option exercise prices $1.35 and $1.23 per share Exercise prices for additional option grants canceled for cash

Key Terms

Agreement and Plan of Merger, RSUs, time-based vesting conditions, Stock Options (Right to buy), +1 more

5 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.

RSUs financial

"...with similar treatment for outstanding RSUs except that unvested RSUs remain subject to time-based vesting conditions."

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.

time-based vesting conditions financial

"...unvested RSUs remain subject to time-based vesting conditions."

Stock Options (Right to buy) financial

"security_title: Stock Options (Right to buy)"

Disposition to issuer financial

"transaction_code_description: Disposition to issuer"

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^*

Sahasi Jayesh

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EV President, Product and CTO

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		61,489	A	$0.00	738,621	D
Common Stock	04/01/2026		D		738,621	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			183,701	(2)	12/11/2030	Common Stock	183,701	$0.00	0.00	D
Stock Options (Right to buy)	$13.33	04/01/2026		D			17,299	(2)	12/11/2030	Common Stock	17,299	$0.00	0.00	D
Stock Options (Right to buy)	$2	04/01/2026		D			55,370	(2)	01/16/2030	Common Stock	55,370	$0.00	0.00	D
Stock Options (Right to buy)	$1.35	04/01/2026		D			26,043	(2)	12/21/2028	Common Stock	26,043	$0.00	0.00	D
Stock Options (Right to buy)	$1.23	04/01/2026		D			22,086	(2)	01/16/2030	Common Stock	22,086	$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/ Sahasi Jayesh 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) disclose about the merger consideration in this Form 4?

ON24 disclosed that, at the merger’s effective time, each outstanding share of common stock was canceled and converted into the right to receive $8.10 per share in cash, without interest. Outstanding RSUs received similar cash treatment, while unvested RSUs remain subject to time-based vesting conditions.

How were Jayesh Sahasi’s stock options in ON24 (ONTF) treated at closing?

At the merger’s effective time, each of Jayesh Sahasi’s options to purchase ON24 common stock was automatically canceled and converted into the right to receive cash equal to $8.10 minus the option’s exercise price per underlying share, turning his option value into cash rather than ongoing equity exposure.

What happened to Jayesh Sahasi’s ON24 (ONTF) common stock holdings?

Sahasi received a grant of 61,489 shares of ON24 common stock, bringing his holding to 738,621 shares. Those 738,621 shares were then disposed of to the issuer as part of the merger consideration, leaving him with no reported ON24 common stock after the transaction.

Were ON24 (ONTF) RSUs affected differently than common stock in the merger?

ON24 reported that outstanding RSUs were treated similarly to common stock, receiving cash based on $8.10 per share. However, unvested RSUs did not fully settle at closing and instead remain outstanding, still subject to their existing time-based vesting conditions following the merger.

Is this ON24 (ONTF) Form 4 an open-market trade or a merger-related adjustment?

This Form 4 reflects merger-related adjustments, not open-market trading. The transactions stem from the Agreement and Plan of Merger under which ON24 became a wholly owned subsidiary of Cvent Atlanta, LLC, and all reported equity was canceled and cashed out at the fixed merger price.