Cash buyout takes ON24 (NYSE: ONTF) private at $8.10 per share

Rhea-AI Filing Summary

Lynrock Lake and related reporting persons filed Amendment No. 7 to their Schedule 13D on ON24 Inc. after the company was acquired in a cash merger. On April 1, 2026, each ON24 common share, including those beneficially owned by the filers, was converted into the right to receive $8.10 in cash per share, without interest.

Following the transaction, the reporting persons now report beneficial ownership of 0 shares, or 0.0% of the common stock, and ceased to be more-than‑5% holders as of April 1, 2026. ON24’s common stock stopped trading on the New York Stock Exchange and became eligible for delisting and deregistration under Exchange Act Rules 12g-4(a)(1) and 12h-3(b)(1)(i).

Insights

Event-driven equity analyst

ON24 was taken private for $8.10 per share, eliminating this 13D holder’s stake.

ON24 Inc. completed a merger on April 1, 2026, where each outstanding common share was canceled and converted into the right to receive $8.10 in cash. This applied to both ordinary shares and restricted stock units.

After the merger, ON24 became a wholly owned subsidiary of Cvent Atlanta, LLC, and its common stock ceased trading on the New York Stock Exchange, becoming eligible for delisting and deregistration. The Lynrock Lake entities and Cynthia Paul now report beneficial ownership of 0 shares, meaning their prior >5% position has been fully exited.

Key Figures

Cash merger consideration: $8.10 per share Beneficial ownership after merger: 0 shares Percent of class after merger: 0.0% +2 more

5 metrics

Cash merger consideration $8.10 per share Amount paid for each ON24 common share at merger effective time

Beneficial ownership after merger 0 shares Aggregate amount beneficially owned by each reporting person post‑merger

Percent of class after merger 0.0% Percent of ON24 common stock now held by each reporting person

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

Loss of 5% holder status April 1, 2026 Date reporting persons ceased to be beneficial owners of >5% of common stock

Key Terms

Agreement and Plan of Merger, Merger, beneficial owners, restricted stock units, +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.

Merger financial

"on April 1, 2026, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving company"

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.

beneficial owners financial

"The Reporting Persons ceased to be the beneficial owners of more than five percent of the common stock on April 1, 2026."

Beneficial owners are the people or entities that actually enjoy the economic benefits and control of shares or other assets, even when legal title is held by someone else such as a broker, custodian or trustee. Investors pay attention because beneficial owners hold the real voting power, receive dividends and can influence strategy and takeover outcomes — like the driver of a car who uses and maintains it while the bank holds the title — so disclosure shows who truly controls and benefits.

restricted stock units financial

"with similar treatment for outstanding restricted stock units, including restricted stock units held by Ms. Paul."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Exchange Act regulatory

"became eligible for delisting from the New York Stock Exchange and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Exchange Act."

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

ON24 INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

68339B104

(CUSIP Number)

Cynthia Paul
Lynrock Lake LP, 2 International Drive, Suite 130
Rye Brook, NY, 10573
914-449-4660

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 68339B104

1

Name of reporting person

Lynrock Lake LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s): 68339B104

1

Name of reporting person

Lynrock Lake Partners LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP Number(s): 68339B104

1

Name of reporting person

Cynthia Paul

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.0 %

14

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: ON24 INC.
(c)	Address of Issuer's Principal Executive Offices: 50 BEALE STREET, 8TH FLOOR, SAN FRANCISCO, CALIFORNIA , 94105.
Item 1 Comment: This Amendment No. 7 (this "Amendment No. 7" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on February 14, 2023 and amended on March 13, 2023, August 11, 2023, January 16, 2024, May 14, 2025, June 10, 2025 and December 31, 2025 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 7 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
Item 4.	Purpose of Transaction
	Item 4 of the Statement is hereby amended and supplemented as follows: 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, including each share beneficially owned by the Reporting Persons, 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 restricted stock units, including restricted stock units held by Ms. Paul. As a result of the Merger, the common stock of the Issuer ceased to trade on the New York Stock Exchange prior to the opening of trading on April 1, 2026 and became eligible for delisting from the New York Stock Exchange and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Exchange Act.
Item 5.	Interest in Securities of the Issuer
(a)	Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference.
(b)	Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
(c)	Except as set forth herein, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days
(d)	Certain feeder funds that invest in Lynrock Fund may have the right to receive dividends from, and proceeds from the sale of, the common stock directly held by Lynrock Fund.
(e)	The Reporting Persons ceased to be the beneficial owners of more than five percent of the common stock on April 1, 2026.
Item 7.	Material to be Filed as Exhibits.
	A. Joint Filing Agreement, dated February 14, 2023 (incorporated by reference to the Statement, filed on February 14, 2023).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Lynrock Lake LP

Signature:	/s/ Cynthia Paul
Name/Title:	By Lynrock Lake Partners LLC, its General Partner, By Cynthia Paul, Sole Member
Date:	04/02/2026

Lynrock Lake Partners LLC

Signature:	/s/ Cynthia Paul
Name/Title:	By /s/ Cynthia Paul, Sole Member
Date:	04/02/2026

Cynthia Paul

Signature:	/s/ Cynthia Paul
Name/Title:	Cynthia Paul
Date:	04/02/2026

FAQ

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

Shareholders received a cash payment of $8.10 per ON24 common share, without interest. Each outstanding share, including those held by the reporting persons, was automatically canceled and converted into this right to receive cash at the merger’s effective time.

What happened to ON24 Inc. (ONTF) common stock after the merger?

After completion of the merger, ON24 common stock ceased trading on the NYSE. The shares became eligible for delisting from the New York Stock Exchange and for termination of registration under Exchange Act Rules 12g-4(a)(1) and 12h-3(b)(1)(i).

Do Lynrock Lake and Cynthia Paul still own ON24 (ONTF) shares?

No. The reporting persons now report 0 shares beneficially owned, representing 0.0% of the class. They ceased to be beneficial owners of more than five percent of ON24’s common stock as of April 1, 2026, when the cash merger closed.

When did Lynrock Lake cease being a 5% holder of ON24 (ONTF)?

Lynrock Lake and the other reporting persons ceased to be beneficial owners of more than 5% of ON24 common stock on April 1, 2026. That date corresponds to the effectiveness of the cash merger transaction described in the amendment.

Who acquired ON24 Inc. (ONTF) in this cash merger?

ON24 became a wholly owned subsidiary of Cvent Atlanta, LLC through a merger involving Summit Sub Corp. As described, Merger Sub merged with and into ON24, with ON24 surviving as the subsidiary of Cvent Atlanta, LLC after the transaction closed.

How were ON24 (ONTF) restricted stock units treated in the merger?

Outstanding ON24 restricted stock units were treated similarly to common shares. They were converted into the right to receive cash in an amount equal to $8.10 per share, without interest, including restricted stock units held by Cynthia Paul.