ON24 INC.·4

Apr 2, 1:20 PM ET

Sahasi Jayesh 4

Research Summary

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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.