Indaba ends ON24 (ONTF) 13D status after $8.10-per-share cash merger

Rhea-AI Filing Summary

ON24 Inc. received an updated Schedule 13D/A from Indaba Capital Management, IC GP, LLC and Derek C. Schrier stating they no longer beneficially own any ON24 common stock. This change follows a merger completed on April 1, 2026.

Under an Agreement and Plan of Merger, Cvent Atlanta, LLC’s subsidiary merged into ON24, making ON24 a wholly owned subsidiary of Cvent Atlanta. Each outstanding ON24 common share, including those previously held by the Indaba group, was canceled and converted into the right to receive $8.10 in cash per share, without interest. As of April 1, 2026, the reporting persons report 0 shares and 0% of the class beneficially owned.

Insights

Event-driven equity analyst

Indaba’s ON24 stake is fully cashed out via a completed merger.

The filing shows Indaba Capital Management, IC GP, LLC and Derek C. Schrier now report 0 shares and 0% beneficial ownership of ON24 common stock. This change stems from a closed cash merger, not from open-market selling.

Under the merger, a Cvent Atlanta, LLC subsidiary combined with ON24, and each ON24 share converted into a right to receive $8.10 in cash, without interest. ON24 became a wholly owned subsidiary of Cvent Atlanta, effectively removing its public float and eliminating Indaba’s reporting obligations under Schedule 13D.

The filing also notes no other ON24 share transactions by the reporting persons in the prior 60 days, aside from the merger conversion on April 1, 2026. Future insight into ON24’s performance would come through its new parent, not through public equity disclosures.

Key Figures

Merger cash price: $8.10 per share Beneficial ownership: 0.00 shares Beneficial ownership percentage: 0% +1 more

4 metrics

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

Beneficial ownership 0.00 shares Indaba Capital Management, L.P. reported holdings

Beneficial ownership percentage 0% Percent of ON24 common stock class now reported by each Indaba reporting person

Merger effective date April 1, 2026 Date Summit Sub Corp merged with and into ON24

Key Terms

Agreement and Plan of Merger, beneficially own, wholly-owned subsidiary, Schedule 13D, +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.

beneficially own financial

"The Reporting Persons no longer beneficially own any shares of common stock of the Issuer."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

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.

Schedule 13D regulatory

"Amendment No. 6 ("Amendment No. 6") to the filed with the SEC by Indaba"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Percent of class financial

"Percent of class represented by amount in Row (11) 0 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

ON24 INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

68339B104

(CUSIP Number)

Melody Lang
Indaba Capital Management, L.P., One Letterman Drive, BLDG D, Suite DM700
San Francisco, CA, 94129
415-680-1030

Ryan Nebel
Olshan Frome Wolosky LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

Dorothy Sluszka
Olshan Frome Wolosky LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(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

Indaba Capital Management, L.P.

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)

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 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s): 68339B104

1

Name of reporting person

IC GP, 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)

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 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP Number(s): 68339B104

1

Name of reporting person

SCHRIER DEREK C

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)

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 %

14

Type of Reporting Person (See Instructions)

IN, HC

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: 301 HOWARD STREET, SUITE 1100, SAN FRANCISCO, CALIFORNIA , 94105.
Item 1 Comment: The following constitutes Amendment No. 6 ("Amendment No. 6") to the Schedule 13D filed with the SEC by Indaba Capital Management, L.P. (the "Investment Manager"), IC GP, LLC ("IC GP") and Derek C. Schrier (collectively, "Indaba" or the "Reporting Persons") on December 20, 2022, as amended by Amendment No. 1 filed on March 13, 2023, Amendment No. 2 filed on January 18, 2024, Amendment No. 3 filed on February 26, 2024, Amendment No. 4 filed on March 19, 2025 and Amendment No. 5 filed on December 31, 2025. This Amendment No. 6 amends and restates the Schedule 13D as specifically set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby supplemented and restated as follows: The Reporting Persons no longer beneficially own any shares of common stock of the Issuer.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby 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 the Issuer's 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.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby supplemented and restated as follows: As of the date hereof, the Reporting Persons no longer beneficially own any shares of common stock of the Issuer.
(c)	Item 5(c) of the Schedule 13D is hereby supplemented and restated as follows: Except as otherwise reported herein, there have been no transactions in securities of the Issuer by the Reporting Persons during the past 60 days. At the effective time of the Merger, each outstanding share of the Issuer's 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.
(e)	Item 5(e) of the Schedule 13D is hereby supplemented and restated as follows: As of April 1, 2026, the Reporting Persons ceased to collectively beneficially own more than 5% of the shares of common stock of the Issuer.

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.

Indaba Capital Management, L.P.

Signature:	/s/ Derek C. Schrier
Name/Title:	Derek C. Schrier, Managing Member of IC GP, LLC, its general partner
Date:	04/03/2026

IC GP, LLC

Signature:	/s/ Derek C. Schrier
Name/Title:	Derek C. Schrier, Managing Member
Date:	04/03/2026

SCHRIER DEREK C

Signature:	/s/ Derek C. Schrier
Name/Title:	Derek C. Schrier
Date:	04/03/2026

FAQ

What does Indaba’s Schedule 13D/A Amendment No. 6 say about ON24 (ONTF) ownership?

Indaba Capital Management, IC GP, LLC and Derek C. Schrier report they no longer beneficially own any ON24 common stock. The amendment updates prior Schedule 13D filings to show their aggregate holdings are now zero shares and zero percent of ON24’s outstanding common stock.

Why did Indaba Capital Management’s beneficial ownership in ON24 (ONTF) fall to zero?

Indaba’s ownership fell to zero because ON24 completed a merger with a subsidiary of Cvent Atlanta, LLC. At the merger’s effective time, each ON24 share, including those held by Indaba, was canceled and converted into the right to receive a fixed cash amount per share.

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

Each outstanding share of ON24 common stock was automatically converted into the right to receive $8.10 in cash per share, without interest. This applied to all outstanding shares at the merger’s effective time, including those previously beneficially owned by the Indaba reporting group.

When did Indaba cease to own more than 5% of ON24 (ONTF) common stock?

Indaba ceased to collectively beneficially own more than 5% of ON24’s common stock as of April 1, 2026. That date matches the effective time of the merger, when all ON24 shares were canceled and converted into the cash consideration specified in the merger agreement.

Who acquired ON24 in the merger referenced in Indaba’s Schedule 13D/A Amendment No. 6?

ON24 entered into a merger agreement with Cvent Atlanta, LLC and its subsidiary Summit Sub Corp. Summit Sub Corp merged with and into ON24, and ON24 survived as a wholly owned subsidiary of Cvent Atlanta, LLC following the completion of that cash merger transaction.

Did Indaba report any other ON24 (ONTF) trades in the 60 days before the merger?

The reporting persons state that, except for the merger-related share cancellation and cash conversion, they had no other transactions in ON24 securities during the previous 60 days. Their amended disclosure focuses solely on the ownership change resulting from the completed cash merger.