ON24, Inc. (NYSE: ONTF) Files 8-K Disclosing Receipt of FTC Notice Related to Merger Agreement and Proxy Process

Key Highlights for Investors

• ON24, Inc. has received a notice from the U.S. Federal Trade Commission (FTC) regarding a pending merger transaction.
• A special shareholder meeting will be convened to vote on the proposed merger; a definitive proxy statement will be mailed to all eligible shareholders.
• ON24 disclosed it is considered an “emerging growth company” under SEC rules, with its common stock traded on the New York Stock Exchange (NYSE) under the symbol ONTF.
• The company explicitly flagged the 8-K as “soliciting material” under SEC Rule 14a-12, indicating that the communication relates to the solicitation of proxies for the merger.
• No written communications under Rule 425 and no pre-commencement tender offer communications under Rules 14d-2(b) or 13e-4(c) were included in this filing.

Details of the Merger and Proxy Process

On February 13, 2026, ON24, Inc. received a notice from the FTC in relation to a pending merger transaction. The company plans to file a definitive proxy statement with the SEC and will mail this, along with a proxy card, to each shareholder entitled to vote at an upcoming special meeting concerning the proposed transaction.

The filing makes clear that this communication is not a substitute for the proxy statement or any other document that ON24 may file with the SEC regarding the proposed transaction. Investors and shareholders are strongly urged to read the definitive proxy statement and any other relevant documents in full when available, as they will contain important information about ON24 and the proposed merger.

Shareholders will have access to these filings, free of charge, on the SEC’s website (www.sec.gov) and ON24’s investor relations website (investors.on24.com/overview/default.aspx).

Participants in the Solicitation

According to the filing, ON24 and certain of its directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Detailed information about ON24’s directors and executive officers is available in the company’s most recent 10-K and proxy statements. Any changes in holdings of ON24 securities by these individuals since the last proxy statement will be or have been reflected in Forms 3, 4, and 5 filed with the SEC.

Forward-Looking Statements and Risks

The communication contains forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements express expectations regarding the timing and completion of the proposed merger, as well as possible future results. However, they are subject to significant risks and uncertainties, including:

• The risk that the merger may not be completed on a timely basis or at all.
• Potential failure to obtain shareholder approval or regulatory clearances.
• The occurrence of events that could trigger termination of the merger agreement or require ON24 to pay a termination fee.
• Potential adverse effects on ON24’s business and stock price due to the announcement or pendency of the merger.
• Possible litigation related to the transaction, unexpected costs, charges, or expenses, and other factors described in ON24’s public filings.

ON24 cautions that these factors may not represent all the risks that could affect the company. The company does not undertake to update forward-looking statements except as required by law.

Price-Sensitive and Shareholder-Relevant Information

• The receipt of FTC notice and the formal proxy process for a merger are material events that could significantly affect ON24’s share price, depending on the outcome and terms of the proposed transaction.
• Shareholders should closely monitor upcoming SEC filings and the company’s disclosures for further details on the transaction’s terms, timing, and potential impacts.
• The explicit designation of this communication as “soliciting material” under Rule 14a-12 reinforces the importance of the pending shareholder vote, the outcome of which could determine the future direction of ON24.
• No offer to buy or sell securities is being made at this time, and no proxies have yet been solicited.

Conclusion

The receipt of FTC notice and the initiation of the proxy process for a potential merger represent significant developments for ON24, Inc. Shareholders should pay close attention to further communications from the company, as the details of the proposed transaction and the results of the shareholder meeting could materially impact the company’s strategy, operations, and share value.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a solicitation to buy or sell any securities. Investors should review ON24’s filings with the SEC and consult with their financial advisors before making any investment decisions. The information herein is based on publicly available documents as of the date of publication and may not reflect subsequent developments.

View ON24 INC. Historical chart here