ON24, Inc. Announces Completion of Merger, Delisting, and Major Corporate Changes

Key Points:

• ON24, Inc. has completed a merger and become a wholly-owned subsidiary.
• All outstanding shares canceled and converted into Merger Consideration.
• Delisting from NYSE and termination of public reporting obligations.
• Termination of equity incentive plans and employee stock purchase plans.
• Change in control and complete overhaul of board and corporate governance.
• Aggregate purchase price for outstanding shares estimated at \$400 million.

Merger Completion and Change in Control

ON24, Inc., a Delaware corporation, has officially completed its merger as of December 29, 2025. The company entered into an Agreement and Plan of Merger, resulting in ON24 becoming a wholly-owned subsidiary of its new parent entity. At the Effective Time, all outstanding shares of ON24 common stock (excluding treasury shares, shares owned by the parent or subsidiaries, and shares with properly exercised appraisal rights) were automatically canceled and converted into the right to receive the Merger Consideration. The aggregate purchase price for all outstanding shares was approximately \$400 million, funded by cash on hand at both the parent and ON24 itself.

Delisting and Deregistration

Following the merger, ON24 promptly notified the New York Stock Exchange (NYSE) of the consummation of the deal and requested the NYSE to file a Form 25 with the SEC for removal from listing and registration under Section 12(b) of the Securities Exchange Act of 1934. The company also intends to file Form 15 to deregister its common stock and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act. Trading in ON24 shares was halted prior to the opening on the closing date, meaning shareholders will no longer be able to buy or sell ON24 shares on the NYSE.

Termination of Material Agreements and Plans

As part of the merger, ON24 terminated its 2021 Employee Stock Purchase Plan, its Stock Option Plan (as amended), and the 2021 Equity Incentive Plan. This means employees and former equity holders will no longer have access to these incentive programs, which could impact employee motivation and retention.

Material Modifications to Shareholder Rights

With the conversion of all outstanding shares into the merger consideration, shareholders ceased to have any rights as stockholders of ON24, except for the right to receive the merger consideration. This is a fundamental change that effectively ends ON24’s status as an independent public company.

Board and Governance Changes

The merger led to the resignation of all ON24 directors, including Teresa Anania, Anil Arora, Ron Mitchell, Cynthia Paul, Sharat Sharan, Dominique Trempont, Tony Zingale, and Barry Zwarenstein. They departed from the board and all committees. New directors appointed by the parent entity have taken over governance. Additionally, ON24’s certificate of incorporation and bylaws were amended and restated in their entirety.

Corporate Opportunities and Legal Structure

The amended and restated certificate of incorporation includes provisions that remove ON24 from Section 203 of the Delaware General Corporation Law (DGCL), which restricts certain business combinations. The bylaws outline detailed procedures for shareholder meetings, board composition, and indemnification, supporting the new structure under private ownership.

Important Shareholder Information

• Shareholders will receive merger consideration for their canceled shares.
• ON24 is no longer a publicly traded company and has ceased all public reporting obligations.
• All equity incentive and employee stock purchase plans have been terminated.
• Complete board turnover and governance overhaul.
• Approximately \$400 million was paid out for all outstanding common stock.

This announcement is highly price-sensitive and marks the end of ON24’s public life. The delisting, change in control, and termination of plans will have significant implications for shareholders, employees, and stakeholders. The \$400 million payout is a clear indication of the company’s valuation at the time of the merger, and the cessation of public trading means shareholders must rely on the merger consideration for their investment returns.

Disclaimer:

This article is for informational purposes only and does not constitute investment advice. Investors should review official SEC filings and consult their financial advisor regarding the impact of these corporate actions on their holdings. The information provided here is based on publicly available documents and may be subject to further updates or clarifications by ON24, Inc. or its parent entity.

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