ON24 merger converts shares to $8.10 cash

ON24, Inc. reported a merger-related ownership update by reporting person Sharat Sharan.

Rhea-AI Filing Summary

ON24, Inc. reported a merger-related ownership update by reporting person Sharat Sharan. As of March 31, 2026 the filing states the reporting person beneficially owned approximately 10% of common stock based on 42,993,702 shares outstanding as of March 19, 2026. The filing notes that on April 1, 2026 the company was acquired under a Merger Agreement and each outstanding common share was converted into the right to receive $8.10 in cash; as a result the reporting person now beneficially owns no shares.

Insights

M&A Analyst

Merger converted public equity to cash consideration of $8.10 per share.

The filing describes a closing of the merger at the Effective Time on April 1, 2026, when each outstanding common share was canceled and converted into the right to receive $8.10 in cash. The reporting person who held about 10% based on the stated outstanding share count now holds no common shares.

Cash treatment for outstanding equity awards is described as conversion into cash or restricted cash awards under the Merger Agreement; timing and exact cash flows follow the agreement's terms.

Corporate Transactions Attorney

Filing documents ownership change and post-closing cash conversion of awards.

The Schedule 13G/A references the Agreement and Plan of Merger dated December 29, 2025, and states that outstanding equity awards were converted into cash awards or restricted cash awards at the Effective Time. The reporting person certifies they now beneficially own no common shares.

Corporate counsel and pay agents typically handle withholding and payment mechanics; the filing ties the conversion and cash consideration explicitly to the Merger Agreement.

Key Figures

Beneficial ownership: 10% Shares outstanding: 42,993,702 shares Merger consideration per share: $8.10 +1 more

4 metrics

Beneficial ownership 10% As of March 31, 2026

Shares outstanding 42,993,702 shares As of March 19, 2026

Merger consideration per share $8.10 Paid in cash at Effective Time of merger on April 1, 2026

Merger effective date April 1, 2026 Effective Time of Merger

Key Terms

Merger Agreement, Effective Time, restricted cash awards, beneficially owned

4 terms

Merger Agreement legal

"Agreement and Plan of Merger ("Merger Agreement") dated as of December 29, 2025"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Effective Time legal

"At the effective time of the Merger (the "Effective Time")"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

restricted cash awards financial

"each outstanding equity award of Issuer was converted into the right to receive cash awards or restricted cash awards"

beneficially owned regulatory

"the Reporting Person beneficially owned approximately 10% of the Issuer's common stock"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ONTF's Schedule 13G/A reveal about Sharat Sharan's holdings?

The filing states Sharat Sharan beneficially owned approximately 10% as of March 31, 2026, based on 42,993,702 shares outstanding as of March 19, 2026. The Merger converted those holdings to cash consideration.

How much cash consideration did ONTF shareholders receive in the merger?

Each outstanding ON24 common share was converted into the right to receive $8.10 in cash at the Effective Time. The filing ties the per‑share cash payment to the Merger Agreement.

Does Sharat Sharan still own ONTF common stock after the merger?

No. The filing states that at the Effective Time of the merger outstanding shares were canceled and converted to cash, and the reporting person now beneficially owns no shares of common stock.

Were equity awards affected by the ON24 merger according to the filing?

Yes. The Schedule 13G/A states each outstanding equity award was converted into the right to receive cash awards or restricted cash awards as described in the Merger Agreement.

What outstanding share count did the filing use to calculate ownership percentage?

The filing calculates approximately 10% ownership based on 42,993,702 shares outstanding as of March 19, 2026, as disclosed in the issuer's amendment to its Form 10-K.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 02:08 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

ON24, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

68339B104

(CUSIP Number)

04/01/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 68339B104

1

Names of Reporting Persons

Sharat Sharan

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ON24, Inc.
(b)	Address of issuer's principal executive offices: 301 Howard St, Suite 1100 San Francisco, CA 94105
Item 2.
(a)	Name of person filing: Sharat Sharan
(b)	Address or principal business office or, if none, residence: c/o ON24, Inc. 301 Howard St, Suite 1100 San Francisco, CA 94105
(c)	Citizenship: United States
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.:
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information set forth in rows 5-11 of the cover page of each Reporting Person and is incorporated by reference for such Reporting Person.
(b)	Percent of class: As of March 31, 2026, the Reporting Person beneficially owned approximately 10% of the Issuer's common stock based upon 42,993,702 shares of the issuer's common stock outstanding as of March 19, 2026, as disclosed in the Issuer's Amendment No. 1 to Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2026. On April 1, 2026, pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of December 29, 2025, by and among Issuer, Cvent Atlanta, LLC ("Parent"), and Summit Sub Corp. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock, par value $0.0001 per share, that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive $8.10 in cash, without interest and net of applicable withholding taxes, and each outstanding equity award of Issuer was converted into the right to receive cash awards or restricted cash awards (as described in the Merger Agreement). As a result, as of the date of this filing, the Reporting Person beneficially owns no shares of the Issuer's common stock.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information set forth in rows 5-11 of the cover page of each Reporting Person and is incorporated by reference for such Reporting Person.
	(ii) Shared power to vote or to direct the vote: The information set forth in rows 5-11 of the cover page of each Reporting Person and is incorporated by reference for such Reporting Person.
	(iii) Sole power to dispose or to direct the disposition of: The information set forth in rows 5-11 of the cover page of each Reporting Person and is incorporated by reference for such Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: The information set forth in rows 5-11 of the cover page of each Reporting Person and is incorporated by reference for such Reporting Person.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

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.

Sharat Sharan

Signature:	/s/Sharat Sharan
Name/Title:	Sharat Sharan
Date:	04/02/2026