ON24 INC. 8-K

What Happened ON24, Inc. (ONTF) announced on December 29, 2025 that it entered into an Agreement and Plan of Merger with Cvent Atlanta, LLC (Parent) and Summit Sub Corp. (Merger Sub) under which Merger Sub will merge into ON24 and ON24 will become a wholly‑owned subsidiary of Parent. The deal price is $8.10 in cash per outstanding share. ON24’s board unanimously approved the Merger Agreement and will recommend that stockholders vote to adopt the agreement. Closing is subject to customary conditions, stockholder approval, antitrust and other regulatory clearances (including HSR and CFIUS), and certain closing conditions for each party.

Key Details

• Deal price: $8.10 per share in cash for each outstanding Company share (excluding treasury and certain affiliated holdings).
• Board action: Unanimous approval and recommendation to stockholders (Merger Agreement signed Dec 29, 2025).
• Support: Voting and Support Agreements with three investors (Sharat Sharan, Lynrock Lake Master Fund LP, Indaba Capital Management, L.P.) representing ~39% of outstanding shares as of Dec 26, 2025.
• Financing: Parent has committed equity financing from Blackstone‑affiliated funds sufficient to pay the aggregate merger consideration.
• Closing cash condition: As of the earlier of June 30, 2026 or Closing, ON24 must have at least $107 million in cash.
• Employee equity treatment: Vested options/RSUs will be cashed out (payments shortly after closing); unvested options/RSUs convert to restricted cash awards subject to original vesting/forfeiture terms. ESPP activity is to be completed (purchase date no later than Feb 16, 2026) and the ESPP will terminate immediately prior to the Effective Time.
• Break fees: Parent may owe ON24 $22,045,127 in certain termination scenarios; ON24 may owe Parent $12,024,615 if it accepts a superior proposal or triggers specified termination events.

Why It Matters This is a definitive cash acquisition that sets a clear per‑share value for ON24 equity holders: $8.10 in cash if the deal closes. The merger requires shareholder approval and regulatory clearances, so it is not guaranteed — the filing lists usual risks (antitrust/CFIUS/HSR approvals, closing conditions, possible termination fees). For employees and option/RSU holders, most equity will be settled for cash (vested awards paid at or shortly after closing; unvested awards converted to restricted cash that vests under prior schedules), which affects potential upside from equity. Investors should watch for the proxy statement and filings for the shareholder vote, material updates on regulatory approvals, and whether the cash‑on‑hand and other closing conditions are satisfied.