ON24 (ONTF) CRO cashed out as $8.10 per share merger closes

Rhea-AI Filing Summary

ON24 Inc.’s Chief Revenue Officer James Blackie reported option and share dispositions tied to the company’s cash merger. Under a merger with Cvent Atlanta, LLC, each ON24 common share was converted into the right to receive $8.10 in cash per share, without interest.

At the effective time of the merger, Blackie’s outstanding stock options, including tranches covering 35,696, 122,727 and other shares with exercise prices between $0.99 and $13.33, were canceled and converted into cash equal to $8.10 minus the applicable exercise price per share. He also received a grant of 59,029 common shares, then 539,964 common shares were disposed to the issuer as part of the merger consideration, leaving no directly held shares or listed options after these transactions.

Insights

Corporate actions specialist

Form 4 shows a merger-driven cash-out of ON24’s CRO position.

The transactions reflect completion of a cash merger where ON24 became a wholly owned subsidiary of Cvent Atlanta, LLC. Common shares converted into a right to receive $8.10 per share, and outstanding options were canceled for cash equal to $8.10 minus each option’s exercise price.

For Chief Revenue Officer James Blackie, multiple option grants with exercise prices from $0.99 to $13.33 were disposed to the issuer, and 539,964 common shares were also surrendered. This appears as mechanical treatment under the merger agreement rather than discretionary buying or selling in the open market.

After these steps, no derivative positions or direct common share holdings remain in this filing for Blackie. The economic outcome is driven by the fixed cash merger price of $8.10 per share, so future investor focus would come from broader company-level merger disclosures rather than this individual Form 4.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider Blackie James

Role Chief Revenue Officer

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	35,696	$0.00	--
Disposition	Stock Options (Right to buy)	122,727	$0.00	--
Disposition	Stock Options (Right to buy)	18,273	$0.00	--
Disposition	Stock Options (Right to buy)	89,271	$0.00	--
Disposition	Stock Options (Right to buy)	222,588	$0.00	--
Disposition	Stock Options (Right to buy)	22,916	$0.00	--
Grant/Award	Common Stock	59,029	$0.00	--
Disposition	Common Stock	539,964	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct); Stock Options (Right to buy) — 0 shares (Direct); Common Stock — 539,964 shares (Direct)

Footnotes (1)

1. 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. 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.

Key Figures

Cash merger price: $8.10 per share Option block A: 35,696 options at $0.99 Option block B: 122,727 options at $13.33 +5 more

8 metrics

Cash merger price $8.10 per share Cash paid for each ON24 common share in the merger

Option block A 35,696 options at $0.99 Stock option grant with $0.99 exercise price disposed to issuer

Option block B 122,727 options at $13.33 Stock options with $13.33 exercise price canceled for cash

Option block C 89,271 options at $2.00 Stock options with $2.00 exercise price converted in merger

Option block D 222,588 options at $1.79 Stock options at $1.79 exercise price disposed to issuer

Option block E 22,916 options at $1.23 Stock options with $1.23 exercise price canceled in merger

Common stock grant 59,029 shares Common shares granted to James Blackie on April 1, 2026

Common stock disposed 539,964 shares Common shares disposed to issuer in merger-related transaction

Key Terms

Agreement and Plan of Merger, Merger Sub, RSUs, wholly-owned subsidiary, +2 more

6 terms

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger, dated as of December 29, 2025..."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Merger Sub regulatory

"Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving company..."

A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.

RSUs financial

"with similar treatment for outstanding RSUs except that unvested RSUs remain subject to time-based vesting conditions."

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

wholly-owned subsidiary financial

"the Issuer continuing as the surviving company and a wholly-owned subsidiary of Parent (the "Merger")."

A wholly-owned subsidiary is a company whose entire ownership is held by another company, called the parent, so the parent controls all shares, board appointments and major decisions. For investors this matters because the subsidiary’s profits, losses, assets and liabilities are treated as part of the parent’s financial picture, affecting valuation and risk exposure — imagine a parent owning a single storefront outright and consolidating its receipts and bills into the parent’s books.

disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Blackie James

(Last) (First) (Middle)

C/O ON24, INC.

301 HOWARD STREET, SUITE 1100

(Street)

SAN FRANCISCO CALIFORNIA 94105

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ON24 INC. [ ONTF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Revenue Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		A		59,029	A	$0.00	539,964	D
Common Stock	04/01/2026		D		539,964	D	(1)	0.00	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$0.99	04/01/2026		D			35,696	(2)	12/09/2026	Common Stock	35,696	$0.00	0.00	D
Stock Options (Right to buy)	$13.33	04/01/2026		D			122,727	(2)	12/11/2030	Common Stock	122,727	$0.00	0.00	D
Stock Options (Right to buy)	$13.33	04/01/2026		D			18,273	(2)	12/11/2030	Common Stock	18,273	$0.00	0.00	D
Stock Options (Right to buy)	$2	04/01/2026		D			89,271	(2)	01/16/2030	Common Stock	89,271	$0.00	0.00	D
Stock Options (Right to buy)	$1.79	04/01/2026		D			222,588	(2)	12/09/2026	Common Stock	222,588	$0.00	0.00	D
Stock Options (Right to buy)	$1.23	04/01/2026		D			22,916	(2)	01/16/2030	Common Stock	22,916	$0.00	0.00	D

Explanation of Responses:

1. 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.

2. 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.

Remarks:

	/s/ Blackie James by Charles Rogerson, as Attorney-in-Fact	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What does ON24 (ONTF) Chief Revenue Officer James Blackie’s Form 4 disclose?

The Form 4 shows ON24 Chief Revenue Officer James Blackie’s equity was cashed out in a merger. His common shares converted to a right to receive $8.10 per share, and all reported stock options were canceled for cash based on that merger price minus each exercise price.

How were ON24 (ONTF) common shares treated in the reported merger?

Each ON24 common share was automatically canceled and converted into the right to receive $8.10 in cash per share, without interest. This applied company-wide at the merger’s effective time, including shares held by Chief Revenue Officer James Blackie that were later shown as disposed to the issuer.

What happened to James Blackie’s ON24 (ONTF) stock options in the merger?

At the effective time of the merger, each of James Blackie’s outstanding ON24 stock options was canceled and converted into a right to receive cash equal to $8.10 minus the option’s exercise price per share, covering several grants with exercise prices from $0.99 to $13.33.

Did James Blackie buy or sell ON24 (ONTF) shares on the open market?

The Form 4 shows no open-market purchases or sales. Instead, James Blackie’s transactions are coded as dispositions to the issuer and a grant, all occurring in connection with the merger that converted ON24 equity into cash based on the fixed $8.10 per-share price.

What is James Blackie’s ON24 (ONTF) share position after these Form 4 transactions?

Following the reported grant of 59,029 ON24 common shares and the subsequent disposition of 539,964 shares to the issuer, the Form 4 lists 0 shares of common stock and 0 derivative securities directly held by Chief Revenue Officer James Blackie after the merger-related transactions.