ON24 (NYSE: ONTF) director exits 137,265 shares in $8.10 cash merger

Rhea-AI Filing Summary

ON24 Inc. director Anthony Zingale disposed of 137,265 shares of common stock in connection with ON24’s cash merger. On April 1, 2026, ON24 was merged into a parent entity, becoming a wholly owned subsidiary. At the merger’s effective time, each outstanding ON24 share was canceled and converted into the right to receive $8.10 in cash per share, with similar treatment for RSUs. Following this issuer disposition, Zingale reported holding no ON24 common stock.

Insights

Equity analyst

Director’s ON24 stake was cashed out as part of a completed merger.

Director Anthony Zingale disposed of 137,265 shares of ON24 common stock through a disposition to the issuer tied to a merger that closed on April 1, 2026. This was not an open-market sale but a structural transaction.

The footnote explains that each ON24 share was automatically canceled and converted into a right to receive $8.10 per share in cash, with similar treatment for RSUs. After this event, Zingale reported no remaining ON24 common stock, consistent with ON24 becoming a wholly owned subsidiary.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ZINGALE ANTHONY

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	137,265	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

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Key Figures

Shares disposed: 137,265 shares Merger cash price: $8.10 per share Post-transaction holdings: 0 shares

3 metrics

Shares disposed 137,265 shares Disposition to issuer on April 1, 2026

Merger cash price $8.10 per share Cash consideration for each outstanding ON24 share at merger effective time

Post-transaction holdings 0 shares ON24 common stock held by Anthony Zingale after merger disposition

Key Terms

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

4 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

"Summit Sub Corp. ("Merger Sub"), on April 1, 2026, Merger Sub merged with and into the Issuer"

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"

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"

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.

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^*

ZINGALE ANTHONY

(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)

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

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		D		137,265	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

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.

Remarks:

	/s/ Zingale Anthony 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 did ON24 (ONTF) director Anthony Zingale report in this Form 4?

Anthony Zingale reported a disposition of 137,265 ON24 common shares to the issuer. This occurred as part of a completed merger in which ON24 became a wholly owned subsidiary of a parent entity and all outstanding shares were cashed out for $8.10 per share.

How many ON24 (ONTF) shares did Anthony Zingale dispose of?

Anthony Zingale disposed of 137,265 shares of ON24 common stock. The disposition was to the issuer, not an open-market sale, and occurred at the effective time of the merger when all outstanding ON24 shares were canceled and converted into cash consideration.

What cash amount per share did ON24 (ONTF) shareholders receive in the merger?

Each outstanding ON24 common share was converted into the right to receive $8.10 in cash, without interest. This fixed cash payment applied at the effective time of the merger and similar treatment was provided for outstanding restricted stock units (RSUs) held by participants.

Does Anthony Zingale still hold ON24 (ONTF) common stock after the merger?

After the merger-related disposition, Anthony Zingale reported holding zero ON24 common shares. His 137,265-share position was canceled and converted into a right to receive cash at $8.10 per share when ON24 became a wholly owned subsidiary of the acquiring parent entity.

What corporate transaction affected ON24 (ONTF) shares reported in this Form 4?

ON24 completed a merger where Cvent Atlanta, LLC became its parent and ON24 continued as a wholly owned subsidiary. At the merger’s effective time, each outstanding ON24 share was automatically canceled and converted into a cash right of $8.10 per share, impacting all shareholders.