$ONTF·8-K

ON24 INC. · Apr 1, 4:15 PM ET

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ON24 INC. 8-K

Research Summary

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Updated

ON24 Inc. Announces Completed Merger and Governance Changes

What Happened

  • ON24, Inc. (ONTF) filed a Form 8‑K on April 1, 2026 (Accession No. 0001193125-26-137923) reporting that a previously disclosed merger has been completed, resulting in a change in control. The filing incorporates the Agreement and Plan of Merger previously filed by the company on December 30, 2025. As part of the transaction, the company terminated a prior material definitive agreement and adopted amended corporate governance documents.

Key Details

  • Filing date: April 1, 2026 (Form 8‑K, Accession No. 0001193125-26-137923).
  • Merger agreement: Agreement and Plan of Merger is referenced (Exhibit 2.1 incorporated by reference to ON24’s Dec 30, 2025 8‑K).
  • Corporate documents amended: Fourteenth Amended and Restated Certificate of Incorporation (Exhibit 3.1) and Amended and Restated Bylaws (Exhibit 3.2) were filed with this report.
  • Other reported items: the 8‑K covers termination of a material definitive agreement, change in control, director/officer departures or elections, material modification of shareholder rights, and a notice regarding delisting or failure to satisfy a continued listing rule.

Why It Matters

  • For investors, this 8‑K confirms a completed transaction that changes who controls the company and alters its governance documents—actions that can affect voting rights, board composition, and strategic direction. The mention of a delisting/continued listing notice signals possible changes to the stock’s trading status and liquidity. Review the Dec. 30, 2025 8‑K (for the full merger agreement) and the exhibits (certificate and bylaws) to understand specific terms, timing, and impacts on shareholder rights and trading liquidity.

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