ON24 (NYSE: ONTF) backs $8.10 per share cash buyout by Cvent affiliate

Rhea-AI Filing Summary

ON24 Inc. has agreed to be acquired in an all-cash merger. The company entered into a Merger Agreement under which an affiliate of Cvent, Inc. will acquire all outstanding ON24 common shares for $8.10 per share in cash, with ON24 becoming a wholly owned subsidiary and its stock later deregistered and delisted from the New York Stock Exchange.

Lynrock Lake LP, Lynrock Lake Partners LLC and Cynthia Paul report beneficial ownership of up to 8,384,049 ON24 shares, or 19.7% of the company’s common stock as of December 26, 2025. A voting and support agreement with several shareholders, including Lynrock Fund, covers approximately 39% of ON24’s outstanding shares, committing them to vote in favor of the merger and restricting transfers before the agreement expires. The merger only requires approval by holders of a majority of ON24’s outstanding common stock.

Insights

M&A and shareholder-activism analyst

Cvent affiliates agreed to buy ON24 for $8.10 per share in cash, backed by large shareholders holding about 39% of the stock.

The agreement calls for Summit Sub Corp., a subsidiary of Cvent Atlanta, LLC, to merge into ON24, leaving ON24 as a wholly owned subsidiary of the Cvent affiliate. All outstanding ON24 common shares will be converted into the right to receive $8.10 in cash, and the stock will be deregistered and delisted after the closing. ON24’s board unanimously approved the deal, found it fair and in the best interests of stockholders, and resolved to recommend that stockholders adopt the Merger Agreement.

Lynrock Lake LP, its related entities, and Cynthia Paul report beneficial ownership of up to 8,384,049 shares, or 19.7% of ON24’s common stock based on 42,462,682 shares outstanding as of December 26, 2025. A voting and support agreement with several holders, including Lynrock Fund, covers about 39% of outstanding shares, committing them to vote for the merger and limiting transfers before an Expiration Time defined in that agreement. Because approval requires only a majority of outstanding shares, the locked-up stake significantly reduces closing risk, although completion still depends on satisfaction of the Merger Agreement’s conditions.

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)

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)

12/29/2025

(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).

SCHEDULE 13D

CUSIP No. 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 8,293,974.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,293,974.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,293,974.00

12

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

13

Percent of class represented by amount in Row (11)

19.5 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP No. 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 8,293,974.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,293,974.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,293,974.00

12

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

13

Percent of class represented by amount in Row (11)

19.5 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP No. 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 8,384,049.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,384,049.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,384,049.00

12

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

13

Percent of class represented by amount in Row (11)

19.7 %

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. 6 (this "Amendment No. 6" 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 and June 10, 2025 (as amended, the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 6 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: Agreement and Plan of Merger On December 29, 2025, the Issuer, entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cvent Atlanta, LLC, a Delaware limited liability company ("Parent"), and Summit Sub Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving company and a wholly-owned subsidiary of Parent following the proposed transaction. Parent and Merger Sub are affiliated with Cvent, Inc. and have agreed to acquire all of the Issuer's outstanding shares of common stock for $8.10 per share, in cash. The board of directors of the Issuer (the "Board") has unanimously (i) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (ii) determined that the Merger Agreement and the transactions contemplated by the Agreement, including the Merger, are advisable, fair to, and in the best interests of the Issuer and the stockholders of the Issuer, (iii) resolved to recommend that the stockholders of the Issuer adopt the Merger Agreement in accordance with the General Corporation Law of the State of Delaware (the "DGCL") and (iv) directed that the adoption of the Merger Agreement be submitted for consideration by the Issuer's stockholders. Upon the closing of the Merger, the Common Stock will be deregistered under the Exchange Act and cease to be listed for trading on the New York Stock Exchange. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit B hereto and incorporated by reference herein. Voting and Support Agreement In connection with the execution of the Merger Agreement, Parent entered into a separate voting and support agreement (the "Voting and Support Agreement") with individuals and entities, including Lynrock Fund, (collectively, "Supporters"). Pursuant to the Voting and Support Agreement, each Supporter has agreed, among other things, to (i) vote or cause to be voted all of its shares of common stock of the Issuer in favor of the Merger and the transactions contemplated by the Merger Agreement and (ii) prior to the Expiration Time (as defined in the Voting and Support Agreement) and subject to limited exceptions, not to sell or otherwise transfer any of its shares of common stock of the Issuer other than with the consent of Parent. The shares of common stock of the Issuer beneficially owned by the Supporters represented approximately 39% of the outstanding shares of the Issuer's common stock as of December 26, 2025. The adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding common stock of the Issuer is the only vote or approval of the holders of any of the Issuer's capital stock necessary to adopt the Merger Agreement and consummate the Merger. The Voting and Support Agreements each terminate upon a Company Adverse Recommendation Change (as defined in the Merger Agreement). The foregoing description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting and Support Agreement, a copy of which is filed as Exhibit C hereto and incorporated by reference herein.
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. The percentage set forth in each row 13 is based upon 42,462,682 shares of the Issuer's common stock outstanding as of December 26, 2025, as represented in the Merger Agreement filed as an exhibit to the Issuer's Current Report on Form 8-K filed with the SEC on December 30, 2025. The Reporting Persons' ownership of the Issuer's securities consists of (i) 8,293,974 shares of common stock held directly by Lynrock Fund and (ii) 90,075 shares of common stock held by Ms. Paul. The preceding does not include an aggregate of 51,020 shares of common stock underlying restricted stock unit awards granted to Ms. Paul pursuant to the Issuer's Non-employee Director Compensation Policy. The shares underlying the awards are reported as common stock beneficially owned by Ms. Paul in her reports filed pursuant to Section 16 of the Exchange Act in accordance with applicable provisions of Section 16 of the Securities Exchange Act and SEC staff interpretive positions. However, because the shares underlying the restricted stock unit awards may not be acquired by Ms. Paul within 60 days of the date hereof, they are not considered to be beneficially owned by Ms. Paul for purposes of Section 13 of the Securities Exchange Act and, therefore, are excluded from the shares reported herein as beneficially owned. Lynrock Lake LP (the "Investment Manager") is the investment manager of Lynrock Fund, and pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Issuer held by Lynrock Fund. Ms. Paul, the Chief Investment Officer of the Investment Manager and Sole Member of Lynrock Lake Partners LLC (the "General Partner"), the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Fund.
(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 since the most recent amendment to this Schedule 13D.
(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)	Not applicable.
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). B. Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K (File No. 001-39965) filed on December 30, 2025). C. Form of Voting and Support Agreement (incorporated by reference to Exhibit 99.1 to the Issuer's Current Report on Form 8-K (File No. 001-39965) filed on December 30, 2025).

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:	12/31/2025

Lynrock Lake Partners LLC

Signature:	/s/ Cynthia Paul
Name/Title:	By /s/ Cynthia Paul, Sole Member
Date:	12/31/2025

Cynthia Paul

Signature:	/s/ Cynthia Paul
Name/Title:	Cynthia Paul
Date:	12/31/2025

FAQ

What merger involving ON24 Inc. (ONTF) is described in this Schedule 13D/A?

The filing describes an Agreement and Plan of Merger under which Summit Sub Corp., a subsidiary of Cvent Atlanta, LLC (affiliated with Cvent, Inc.), will merge with and into ON24 Inc.. After the merger, ON24 will become a wholly owned subsidiary of the Cvent affiliate, and each outstanding share of ON24 common stock will be converted into the right to receive $8.10 in cash.

How much of ON24 Inc. (ONTF) does Lynrock Lake and Cynthia Paul beneficially own?

The reporting persons disclose beneficial ownership based on 42,462,682 ON24 common shares outstanding as of December 26, 2025. Lynrock Lake LP and Lynrock Lake Partners LLC each report 8,293,974 shares, or 19.5% of the class. Cynthia Paul reports 8,384,049 shares, or 19.7%, including 8,293,974 shares held by Lynrock Fund and 90,075 shares held directly by her.

What is the cash consideration offered per ON24 (ONTF) share in the merger?

The Cvent-affiliated buyer has agreed to acquire all outstanding shares of ON24 common stock for $8.10 per share in cash, as set forth in the Merger Agreement referenced in the filing.

What voting commitments support the ON24 (ONTF) merger?

Parent entered into a Voting and Support Agreement with several shareholders, including Lynrock Fund. These “Supporters” agreed to vote all of their ON24 shares in favor of the merger and related transactions and, subject to limited exceptions, not to sell or transfer their shares without Parent’s consent before the Expiration Time. The shares covered by these agreements represented approximately 39% of ON24’s outstanding common stock as of December 26, 2025.

What shareholder approval is required for the ON24 (ONTF) merger to close?

The adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of ON24’s outstanding common stock. The filing notes that this is the only vote or approval from holders of ON24 capital stock needed to adopt the Merger Agreement and consummate the merger.

What happens to ON24 (ONTF) stock after the merger is completed?

Upon closing of the merger, ON24’s common stock will be deregistered under the Securities Exchange Act of 1934 and will cease to be listed for trading on the New York Stock Exchange. ON24 will become a wholly owned subsidiary of the Cvent-affiliated Parent and will no longer trade as a public company.

How are Cynthia Paul’s restricted stock units in ON24 (ONTF) treated in this ownership report?

The filing explains that Cynthia Paul has restricted stock unit awards covering an aggregate 51,020 ON24 shares under the company’s Non-employee Director Compensation Policy. These underlying shares are reported in her Section 16 filings, but because they may not be acquired within 60 days of the report date, they are excluded from the shares treated as beneficially owned for Section 13 reporting purposes in this Schedule 13D/A.