ON24 INC.·4

Apr 2, 1:20 PM ET

Sahasi Jayesh 4

4 · ON24 INC. · Filed Apr 2, 2026

Research Summary

AI-generated summary of this filing

Updated

ON24 (ONTF) CTO Sahasi Jayesh Sells 1,043,120 Shares in Cash-Out Merger

What Happened

  • Sahasi Jayesh, Executive Vice President, Product and Chief Technology Officer of ON24, reported a series of transactions tied to the April 1, 2026 merger with Cvent.
  • He disposed (surrendered) a total of 1,043,120 ON24-related shares to the issuer as part of the merger consideration (738,621 common shares + 304,499 RSU/derivative-type awards). Under the merger, each ON24 share was converted into $8.10 in cash, so the surrendered shares generated approximately $8,449,272 in aggregate cash consideration (738,621 × $8.10 = $5,982,830.10; 304,499 × $8.10 = $2,466,441.90).
  • The filing also shows a grant/acquisition of 61,489 shares at $0.00 (an award/RSU-type grant), which appears to be an issuance/continuation of equity awards rather than an open‑market purchase.

Key Details

  • Transaction date: April 1, 2026; Form 4 filed April 2, 2026 (timely).
  • Prices/values: Merger cash-out price = $8.10 per share. Total cash consideration for surrendered shares ≈ $8,449,272.
  • Shares disposed: 738,621 (common stock, cash-out) + 304,499 (derivative/RSU-type dispositions) = 1,043,120 shares.
  • Award received: 61,489 shares granted at $0.00 (likely replacement or continuing RSUs).
  • Shares owned after transaction: The filing reflects cancellation/conversion of outstanding common stock in the merger and the new 61,489 award; the form excerpt provided does not list a final total ownership count.
  • Footnotes: (F1) Under the Merger Agreement, each outstanding common share was cancelled and converted to $8.10 cash; outstanding RSUs were treated similarly but unvested RSUs remain subject to time-based vesting. (F2) Outstanding options were converted to cash equal to $8.10 less the exercise price.

Context

  • These are merger-related transactions, not open-market trades: the dispositions reflect cancellation/conversion of ON24 shares and awards into cash under the acquisition. Derivative/RSU dispositions are settlements/conversions rather than voluntary sales.
  • For option holders (if any), the conversion payment depends on exercise price (per footnote F2). The new 61,489-grant likely represents replacement/continuing equity subject to vesting rules — awards do not necessarily signal intent to buy or sell shares.

Insider Transaction Report

Form 4Exit
Period: 2026-04-01
Sahasi Jayesh
EV President, Product and CTO
Transactions
  • Award

    Common Stock

    2026-04-01+61,489738,621 total
  • Disposition to Issuer

    Common Stock

    [F1]
    2026-04-01738,6210 total
  • Disposition to Issuer

    Stock Options (Right to buy)

    [F2]
    2026-04-01183,7010 total
    Exercise: $13.33Exp: 2030-12-11Common Stock (183,701 underlying)
  • Disposition to Issuer

    Stock Options (Right to buy)

    [F2]
    2026-04-0117,2990 total
    Exercise: $13.33Exp: 2030-12-11Common Stock (17,299 underlying)
  • Disposition to Issuer

    Stock Options (Right to buy)

    [F2]
    2026-04-0155,3700 total
    Exercise: $2.00Exp: 2030-01-16Common Stock (55,370 underlying)
  • Disposition to Issuer

    Stock Options (Right to buy)

    [F2]
    2026-04-0126,0430 total
    Exercise: $1.35Exp: 2028-12-21Common Stock (26,043 underlying)
  • Disposition to Issuer

    Stock Options (Right to buy)

    [F2]
    2026-04-0122,0860 total
    Exercise: $1.23Exp: 2030-01-16Common Stock (22,086 underlying)
Footnotes (2)
  • [F1]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 Issuer common stock was automatically canceled and converted into the right to receive cash in an amount equal to $8.10 per share, without interest, with similar treatment for outstanding RSUs except that unvested RSUs remain subject to time-based vesting conditions.
  • [F2]At the effective time of the Merger, each outstanding option to purchase Issuer common stock was automatically canceled and converted into the right to receive cash in an amount equal to $8.10 less the exercise price per share of such option.
Signature
/s/ Sahasi Jayesh by Charles Rogerson, as Attorney-in-Fact|2026-04-02

Documents

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