DEFM14A: ON24 to be Acquired by Cvent Affiliate for $8.10 Cash Per Share

Sentiment:

Merger Announcement 24 February 2026 10:08 PM

ON24, Inc. stockholders will vote on a definitive merger agreement for an all-cash acquisition by Cvent Atlanta, LLC, an affiliate of Cvent, Inc., at $8.10 per share, following unanimous board approval and committed financing.

Capital raiseParent has obtained an equity commitment letter from Blackstone Capital Partners VIII (Lux) SCSp, Blackstone Capital Partners VIII (Ontario) L.P., and Blackstone Capital Partners VIII L.P. (collectively, 'Financing Sources').The Financing Sources have committed to contribute up to approximately $375 million in equity to Parent to fund a portion of the merger consideration.The total funds needed for the merger and related transactions are anticipated to be approximately $400 million.The Equity Commitment Letter ensures that the aggregate proceeds from the Equity Financing are sufficient to cover all payments contemplated by the Merger Agreement, including the aggregate Merger Consideration and related fees and expenses.

Better than expectedThe Merger Consideration of $8.10 per share represents a premium of approximately 62% over ON24's closing share price on November 10, 2025, the last trading day prior to ON24's disclosure of acquisition interest.The offer represents a 50% premium to ON24's volume-weighted average price per share for the 1-month period ended November 10, 2025.The offer represents a 35% premium based on the median analyst price target per share of ON24 common stock of $6.00.

Summary

ON24, Inc. (ON24) has entered into a definitive Agreement and Plan of Merger with Cvent Atlanta, LLC (Parent), an affiliate of Cvent, Inc. (Cvent).
Under the terms of the Merger Agreement, Merger Sub, a wholly-owned subsidiary of Parent, will merge with and into ON24, with ON24 continuing as the surviving corporation and a wholly-owned subsidiary of Parent.
ON24 stockholders will receive $8.10 in cash, without interest and net of applicable withholding taxes, for each share of common stock they own immediately prior to the effective time of the Merger.
The ON24 Board of Directors unanimously approved, adopted, and declared advisable the Merger Agreement and the transactions contemplated thereby, recommending that stockholders vote FOR the adoption of the Merger Agreement.
A special meeting of stockholders will be held on Thursday, March 26, 2026, at 8:30 a.m. Pacific time, at ON24's corporate headquarters to consider and vote on the Merger Agreement.
The merger requires the affirmative vote of stockholders holding a majority of the outstanding shares of ON24 common stock entitled to vote at the Special Meeting.
Certain stockholders, including Sharat Sharan, Lynrock Lake Master Fund LP, and Indaba Capital Management, L.P. (collectively, 'Supporters'), holding approximately 37% of ON24's outstanding common stock, have signed voting and support agreements in favor of the merger.
The total funds needed to complete the merger are approximately $400 million, which will be funded by Cvent and its subsidiaries or, if necessary, via an equity commitment letter from Blackstone-affiliated Financing Sources for up to approximately $375 million.
The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition.
The merger is expected to close in the first half of 2026, subject to the satisfaction of regulatory approvals (HSR Act, Australian antitrust, CFIUS) and the stockholder vote.
Upon completion, ON24 common stock will be delisted from the New York Stock Exchange (NYSE) and deregistered under the Securities Exchange Act of 1934.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a highly favorable outcome for ON24 shareholders, given the substantial premium offered and the certainty of an all-cash transaction with committed financing. While it removes future upside potential as a standalone entity, the valuation achieved is robust compared to historical trading and analyst targets.

Positives

The all-cash consideration of $8.10 per share provides immediate and certain value to ON24 stockholders.
The Merger Consideration represents a premium of approximately 62% over ON24's closing share price of $5.01 on November 10, 2025, the last trading day prior to ON24's disclosure of acquisition interest.
The offer represents a 50% premium to ON24's volume-weighted average price per share for the 1-month period ended November 10, 2025.
The offer represents a 39% premium based on the closing price of $5.83 on December 26, 2025, the second to last trading day before the public announcement.
The offer represents an 82% premium based on the lowest closing price of $4.46 for the 52-week period ended November 10, 2025.
The offer represents a 16% premium based on the highest closing price of $7.01 for the 52-week period ended November 10, 2025.
The offer represents a 35% premium based on the median analyst price target of $6.00.
The absence of any financing condition to the merger, coupled with Parent's delivery of an equity commitment letter for the full purchase price, provides transaction certainty.
The ON24 Board believes the $8.10 consideration represents the highest price reasonably obtainable after a robust arms-length negotiation process involving multiple bidders.
The terms of the Merger Agreement provide a high degree of protection against the risk of undue delay or non-consummation of the Merger.
Statutory appraisal rights under the DGCL are available for eligible stockholders who do not vote in favor of the merger.

Negatives

ON24 stockholders will not participate in any future growth potential or benefit from any future increase in ON24's value as a private company following the merger.
There is a possibility that all conditions to the Merger may not be timely satisfied or waived, which could negatively affect ON24's business, operations, financial results, and stock price.
The public announcement and pendency of the Merger may have negative effects on ON24's sales, operating results, stock price, ability to retain key personnel, and relationships with customers, suppliers, and business partners.
Restrictions on ON24's business conduct prior to the completion of the Merger may delay or prevent the company from pursuing certain business opportunities.
Significant costs are involved in connection with entering into and completing the Merger, many of which are payable even if the Merger is not consummated, potentially disrupting business operations and negatively affecting financial results.
The Merger Agreement precludes ON24 from actively soliciting alternative acquisition proposals.
ON24 may be obligated to pay Parent a termination fee of $12,024,615 under certain circumstances.
Completion of the Merger requires certain regulatory clearances under applicable antitrust laws and review under the Defense Production Act (DPA).
There is a risk of litigation arising from stockholders in respect of the Merger or transactions contemplated by the Merger Agreement.
The cash consideration will be a taxable event for U.S. federal income tax purposes for ON24 stockholders.
Certain ON24 directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of ON24 stockholders generally.

Risks

The proposed Merger may not be completed in a timely manner or at all, which may adversely affect ON24's business and the price of ON24 common stock.
Failure to satisfy any of the conditions to the consummation of the proposed transaction, including the receipt of certain regulatory approvals and the approval of ON24's stockholders.
The occurrence of any event, change, or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring ON24 to pay a termination fee.
The effect of the announcement or pendency of the proposed transaction on ON24's business relationships, operating results, and business generally.
Risks that the proposed transaction disrupts ON24's current plans and operations.
ON24's ability to retain and hire key personnel and maintain relationships with key business partners and customers, and others with whom it does business in light of the proposed Merger.
Risks related to diverting management's attention from ON24's ongoing business operations.
Risks related to the satisfaction of the conditions to consummating the Equity Financing in the anticipated timeframe or at all.
Unexpected costs, charges, or expenses resulting from the proposed Merger.
Potential litigation relating to the Merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers, or officers related to the Merger Agreement or the proposed Merger, including the effects of any outcomes related thereto.
Continued availability of capital and financing and rating agency actions.
Certain restrictions during the pendency of the Merger that may impact ON24's ability to pursue certain business opportunities or strategic transactions.
Unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, war or hostilities or global pandemics, as well as management's response to any of the aforementioned factors.
The impact of adverse general and industry-specific economic and market conditions, including any impact from ongoing conflict in Ukraine and Russia or in Israel, the Gaza Strip and surrounding areas, and demand for events and meetings, demand for advertising and software solutions, and demand for an integrated platform.
Uncertainty as to timing of completion of the proposed Merger.
Risks that the benefits of the Merger are not realized when and as expected.
Other risks described in ON24's filings with the SEC, such as those in its Annual Report on Form 10-K filed with the SEC on March 13, 2025, and subsequent filings.

Future Outlook

The merger is expected to close in the first half of 2026, pending regulatory approvals and stockholder vote. ON24 management's Strategic Plan includes financial forecasts extending to 2035, anticipating revenue growth and improved free cash flows in later years (years 6-10) due to operating leverage. The company does not publicly disclose projections due to inherent unpredictability.

Management Comments

Sharat Sharan, Chief Executive Officer and Chair of the Board of Directors, thanked stockholders for their ongoing support and appreciated their consideration of these matters.

Industry Context

StockSavvy.ai notes that the acquisition of ON24 by Cvent, a leading meetings, events, and hospitality technology provider, reflects a broader industry trend of consolidation in the event technology and digital engagement space. This merger combines ON24's intelligent engagement platform with Cvent's event marketing and management platform, aiming to create a more comprehensive offering. The all-cash nature of the deal and the significant premium offered suggest a strong strategic rationale for Cvent to enhance its capabilities and market position, particularly in a landscape increasingly shaped by digital interaction and data-driven insights.

Comparison to Industry Standards

Goldman Sachs' 'Selected Precedent Transactions Analysis' of 321 all-cash acquisitions in related industries (2015-2025) showed a median premium of 33% over the last undisturbed closing stock price. ON24's 62% premium over its November 10, 2025 closing price of $5.01 is significantly above the 75th percentile premium of 57.1% for these comparable transactions.
Goldman Sachs' 'Selected Public Company Comparables Analysis' indicated that ON24's EV/Revenue (CY 2026) multiple of 0.5x (based on forecasts and analyst consensus) was lower than the median EV/Revenue multiples of selected business-to-business marketing companies (1.8x) and communication/other industry companies (1.4x).
The implied EV/NTM Revenue multiples from selected precedent transactions ranged from 0.9x to 4.0x, with a median of 2.3x. Goldman Sachs applied a reference range of 1.0x to 2.3x to ON24's estimated NTM Revenue for its analysis.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Director	NA	Directors of Merger Sub immediately prior to the Effective Time	Effective Time	Merger of Merger Sub into ON24, with ON24 continuing as the surviving corporation.
Officer	NA	Officers of the Company immediately prior to the Effective Time	Effective Time	Continuity of operations for the surviving corporation post-merger.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Organizational Documents Amendment	The certificate of incorporation of the surviving corporation will be amended and restated, and the bylaws of Merger Sub will become the bylaws of the surviving corporation.	Effective Time	Standard changes to reflect ON24's status as a wholly-owned subsidiary of Parent, aligning its governance structure with the acquirer's framework.
Takeover Law Inapplicability	The ON24 Board has taken all necessary actions to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL or any provision of the company's certificate of incorporation are inapplicable to the merger.	Prior to Merger Agreement execution	Removes potential anti-takeover impediments, facilitating the consummation of the merger as agreed upon by the parties.
Indemnification and Insurance Policy	Current and former directors and officers will retain existing indemnification and exculpation rights for six years post-merger, and a six-year prepaid tail policy for directors and officers liability and fiduciary liability insurance will be purchased.	Effective Time	Provides continued protection for individuals who served as directors and officers of ON24 against liabilities arising from their service prior to the merger.

Legal Proceedings

The filing highlights the risk of potential litigation relating to the Merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers, or officers.
ON24 has agreed to promptly advise Parent of any shareholder litigation related to the Merger, allow Parent to review and comment on material filings, and not settle any such litigation without Parent's prior written consent.

Related Party Transactions

Sharat Sharan (ON24's CEO), Lynrock Lake Master Fund LP, and Indaba Capital Management, L.P. (collectively, 'Supporters'), who collectively beneficially own approximately 37% of ON24's outstanding common stock, have executed voting and support agreements with Parent in favor of the merger.
Cynthia Paul, a member of the ON24 Board of Directors, is the Chief Investment Officer of Lynrock Lake LP, which beneficially owns 19.5% of ON24 common stock.
Goldman Sachs & Co. LLC, ON24's financial advisor, has existing lending relationships with Blackstone Inc. (Cvent's equity sponsor) and has provided financial advisory and/or underwriting services to Blackstone and its affiliates/portfolio companies, recognizing approximately $316.1 million in compensation from Blackstone-related entities during the two-year period ended December 29, 2025. Goldman Sachs also holds direct principal investments in Blackstone and a Blackstone-managed fund that has an equity interest in Cvent.

Stakeholder Impact

Shareholders: Will receive $8.10 in cash per share, realizing a significant premium over recent trading prices, but will no longer hold equity in ON24 and will not participate in its future growth as a private entity. Appraisal rights are available for eligible shareholders.
Employees: Continuing Company Employees will receive comparable salary, wage, and target cash bonus/commission opportunities for one year post-merger (with base salary reduction limited to 10%), and substantially comparable employee benefits (excluding certain long-term incentives and equity-based benefits). They will also receive service credit for vesting and benefits eligibility in new plans and a pro-rated annual cash bonus for 2026.
Customers: The merger combines ON24's intelligent engagement platform with Cvent's event marketing and management platform, potentially leading to a more comprehensive offering and integrated solutions.
Directors and Executive Officers: Will receive cash for their vested and unvested equity awards (with some accelerated vesting for non-employee directors and certain executive officers), severance benefits (for executive officers under existing agreements), and continued indemnification and insurance coverage. Their financial interests in the merger are distinct from general stockholders.
Suppliers and Business Partners: The public announcement and pendency of the merger may have potential negative effects on existing relationships, though the company is obligated to operate in the ordinary course of business.

Next Steps

Hold a special meeting of stockholders on March 26, 2026, to vote on the adoption of the Merger Agreement.
Obtain remaining regulatory approvals, including Australian antitrust clearance and completion of the CFIUS Closing Period.
Complete the merger, expected in the first half of 2026.
Delist ON24 common stock from the NYSE and deregister it under the Exchange Act.
Terminate the Company-sponsored 401(k) plan, effective no later than the day immediately preceding the Closing Date, unless otherwise requested by Parent.
Ensure all outstanding Company ESPP Purchase Rights are exercised by February 16, 2026, and terminate the ON24 ESPP immediately prior to the Effective Time.

Key Dates

Date	Description
January 8, 1998	NewsDirect, Inc. (later ON24) incorporated.
December 1998	NewsDirect, Inc. changed its name to ON24, Inc.
February 5, 2021	ON24 consummated an initial public offering and became listed on the New York Stock Exchange (NYSE).
January 2023	ON24 engaged Goldman Sachs as its financial advisor in relation to stockholder matters and strategic matters.
March 2023	A representative of Lynrock Lake LP and a designee of Indaba Capital Management, L.P. joined the ON24 Board.
March 2025	ON24's CEO, Mr. Sharat Sharan, had an introductory call with the chief executive officer of Party D.
May 28, 2025	Mr. Sharat Sharan had a call with Party A, who indicated an interest in acquiring ON24.
June 27, 2025	Party A held a call with representatives of Goldman Sachs, indicating continued interest in acquiring ON24 and intent to submit a written indication of interest.
July 14, 2025	Mr. Reggie Aggarwal (Cvent CEO) and Mr. Sharat Sharan held a breakfast meeting where Mr. Aggarwal informed Mr. Sharan of Cvent's potential interest in exploring an acquisition of ON24.
July 30, 2025	ON24 Board held a regularly scheduled meeting where Mr. Sharan informed the Board of his discussions with Cvent and Party A.
August 11, 2025	Mr. Aggarwal and Mr. Sharan held a call where Mr. Aggarwal restated Cvent's potential interest in acquiring ON24 and desired a non-disclosure agreement for due diligence.
August 13, 2025	A financial buyer (Party B) reached out to Mr. Sharan indicating plans to send an unsolicited indication of interest, later sending an all-cash offer of approximately $5.71 to $5.92 per share.
August 18, 2025	ON24 Board held a special meeting to discuss inbound indications of interest and authorized entering into a non-disclosure agreement with Cvent.
August 19, 2025	ON24 received an unsolicited indication of interest from Party A for an all-cash offer of $5.75 to $6.00 per share.
August 25, 2025	Goldman Sachs communicated to Party B that its offer price was insufficient. Mr. Aggarwal and Mr. Sharan discussed Cvent's due diligence.
September 11, 2025	ON24 entered into a mutual non-disclosure agreement with Cvent.
September 15, 2025	ON24 Board held a special meeting, reviewed ON24's performance, approved a 5-year strategic plan, and discussed strategic alternatives.
September 19, 2025	Goldman Sachs communicated to Party A that its offer was insufficient and financing was unclear.
September 25, 2025	Goldman Sachs and Cvent representatives discussed Cvent's due diligence request list and process timing.
October 5, 2025	ON24 Board held a special meeting, received an update on ON24's third quarter performance and discussed implications for strategic alternatives.
October 8, 2025	ON24 received an updated indication of interest from Party A, increasing its all-cash offer to $6.50 to $7.00 per share.
October 13, 2025	Party A provided a highly confident letter from its financing source.
October 14, 2025	ON24 Board held a special meeting, discussed Party A's updated offer, and determined to proceed with a broader strategic alternatives process.
October 27, 2025	ON24 management and lead independent director held a video conference with Cvent for a management presentation and due diligence.
October 28, 2025	Cvent was provided access to ON24's electronic data room.
October 29, 2025	ON24 entered into a mutual non-disclosure agreement with Party A. ON24 Board held a regular meeting and approved an immaterial update to the strategic plan based on Q3 results and updated forecasts.
October 30, 2025	Party A was provided access to ON24's electronic data room.
November 3, 2025	ON24 management held a video conference with Party A for a management presentation and due diligence.
November 6, 2025	ON24 management held a call with Cvent to provide an update on ON24's fiscal third quarter ended September 30, 2025.
November 7, 2025	ON24 Board held a special meeting and determined to make a public announcement of the indications of interest.
November 10, 2025	ON24 filed its Form 10-Q for the third fiscal quarter of 2025 and a Form 8-K disclosing receipt of indications of interest for a potential acquisition. The closing price of ON24 common stock was $5.01 per share.
November 11, 2025	ON24 entered into a mutual non-disclosure agreement with Party B.
November 12, 2025	Mr. Sharan informed the CEO of Party C of ON24's strategic alternative process, and Party C indicated interest.
November 13, 2025	Party B contacted Goldman Sachs to align on process and management presentation scheduling.
November 18, 2025	ON24 entered into a mutual non-disclosure agreement with Party C. Goldman Sachs shared a process letter with Party A and Party B with a November 25, 2025 deadline for an increased offer price.
November 19, 2025	ON24 management held a video conference with Party C for a management presentation and due diligence. Goldman Sachs shared a process letter with Cvent with a November 25, 2025 deadline for an offer.
November 21, 2025	Representatives of Party A attended a subsequent due diligence call.
November 24, 2025	Party C was provided access to ON24's electronic data room. ON24 management held a video conference with Party B for a management presentation and due diligence.
November 25, 2025	Cvent submitted a non-binding proposal for $7.50 per share. Party A submitted an updated indication of interest for $6.50 per share. Party B submitted an updated indication of interest for an enterprise value of $125 to $135 million.
November 26, 2025	The chief executive officer of Party D expressed interest in acquiring ON24 to Ms. Paul.
November 28, 2025	Goldman Sachs delivered feedback to Party A that its offer needed to be increased and financing certainty improved.
December 1, 2025	ON24 entered into a mutual non-disclosure agreement with Party D.
December 2, 2025	ON24 Board held a special meeting, discussed the strategic alternative review process, and established a strategic committee (the 'Committee'). Goldman Sachs shared a process letter with prospective bidders, including Party D, with a December 5, 2025 deadline for indications of interest.
December 3, 2025	Party D was provided access to ON24's electronic data room. Representatives of Party C and Party D attended management sessions.
December 4, 2025	Goldman Sachs delivered feedback to Party B, which then indicated it would no longer be engaging in the process.
December 5, 2025	The Committee held a special meeting, received an update on bidders, and reviewed the bid draft form of the Merger Agreement.
December 7, 2025	Goldman Sachs uploaded the bid draft form of the Merger Agreement to the electronic data room for bidders.
December 8, 2025	Party D submitted an indication of interest reflecting an all-cash proposal of $6.00 to $6.50 per share.
December 10, 2025	ON24 Board held a special meeting, received an update on the strategic alternative review process, and approved an expanded strategic plan covering 2025 to 2035 (Financial Forecasts).
December 11, 2025	Representatives of Cvent attended a due diligence call.
December 12, 2025	Goldman Sachs followed up with Party C, which indicated it would provide a verbal indication by December 19, 2025.
December 13, 2025	The Committee held a special meeting, discussed Party D's offer, and provided direction to Goldman Sachs regarding a potential alternative cash and equity structure with Party D.
December 15, 2025	Goldman Sachs and Party D held a teleconference discussing potential alternative transaction structures. Representatives of Cvent and Party C attended due diligence calls. Goldman Sachs shared a process letter with Cvent for a markup of the Merger Agreement and an updated offer by December 19, 2025. ON24 Board held a special meeting and approved the Strategic Plan for use in evaluating acquisition proposals.
December 16, 2025	Goldman Sachs followed up with Party D, which indicated it would provide a cash and equity proposal. Goldman Sachs held a call with Party C's financial advisor. Representatives of Cvent attended further due diligence calls. Mr. Arora and a representative of Blackstone held a call regarding timing, with Blackstone indicating Cvent would provide an updated bid by December 19, 2025.
December 17, 2025	The chief executive officer of Party C and Mr. Sharan held a call to discuss Party C's interest. Goldman Sachs shared a process letter with Party C, indicating a December 19, 2025 deadline for its offer. Legal counsel to Cvent delivered an initial revision of the bid draft of the Merger Agreement.
December 18, 2025	Representatives of ON24 and Party C held a video conference to discuss business and due diligence.
December 19, 2025	Mr. Aggarwal and Mr. Sharan discussed due diligence. Representatives of Cvent attended further due diligence calls. Ms. Paul held a call with the chief executive officer of Party D. The Committee held a special meeting. Cvent submitted an updated indication of interest reflecting an increased purchase price of $7.85 per share. Party C informed ON24 that it would not be continuing with the bidding process.
December 20, 2025	The Committee held a special meeting, discussed Cvent's increased offer, and instructed Goldman Sachs to communicate to Cvent that a higher price and Blackstone guarantee were required for exclusivity. Goldman Sachs provided this feedback to Cvent.
December 21, 2025	Goldman Sachs held a call with a Blackstone representative, who indicated Cvent would increase its offer to $7.95 per share in cash and provide equity commitment letters. The chief executive officer of Party D reached out to Ms. Paul, indicating a proposal of $150 million in cash and 33% of Party D stock. The Committee held a special meeting. The ON24 Board held a special meeting, discussed Cvent's $7.95 offer and Party D's anticipated offer, and authorized the Committee to negotiate towards an increased purchase price with Cvent. The Board approved Cvent's engagement in negotiations for voting and support agreements with Mr. Sharan, Lynrock, and Indaba.
December 22, 2025	Goldman Sachs held a call with a Blackstone representative, who indicated Cvent would increase its offer to $8.10 per share if ON24 agreed to a minimum cash closing condition. Cvent provided an updated offer letter with $8.10 per share and exclusivity. The Committee held a special meeting to discuss this offer. Party D provided an indicative proposal for a cash and stock acquisition. Legal counsel exchanged revised merger agreement drafts and voting agreement forms. The ON24 Board held a special meeting, evaluated Cvent's $8.10 offer against alternatives, and authorized management to execute the offer letter. ON24 entered into an updated engagement letter with Goldman Sachs. ON24, Cvent, and their advisors held a virtual call to review remaining open items in the Merger Agreement.
December 29, 2025	Merger Agreement, voting and support agreements, and equity commitment letter were executed and delivered. Goldman Sachs & Co. LLC delivered its oral opinion (subsequently confirmed in writing) that the $8.10 cash per share was fair from a financial point of view. The ON24 Board unanimously approved the Merger Agreement.
December 30, 2025	ON24 and Cvent issued a joint press release announcing the execution of the Merger Agreement.
January 5, 2026	Date used for beneficial ownership of directors and executive officers.
January 28, 2026	ON24 and Parent filed requisite notification forms under the HSR Act and CFIUS Declaration.
February 5, 2026	Date used for S&P Software & Services Select Industry Index value for PSU award calculation.
February 13, 2026	The waiting period under the HSR Act was terminated early by the FTC.
February 16, 2026	Latest date for Company ESPP Purchase Rights to be exercised.
February 23, 2026	Record date for the Special Meeting. Formal notification with the Australian Competition and Consumer Commission (ACCC) was filed. The closing price of ON24 common stock was $7.91 per share.
February 24, 2026	The proxy statement was dated and first mailed to holders of ON24 common stock.
March 1, 2026	Start of quarterly installments for Financial PSU Awards vesting for executive officers.
March 17, 2026	Earliest expected expiration of the CFIUS Closing Period.
March 25, 2026	Deadline for Internet or telephone proxy submissions (11:59 p.m. Eastern time).
March 26, 2026	Special Meeting of stockholders to be held at 8:30 a.m. Pacific time.
First half of 2026	Expected completion of the Merger.
June 30, 2026	Latest date for the Minimum Cash Amount condition to be met.
December 29, 2026	Termination Date for the Merger Agreement (subject to extension).
December 31, 2026	Vesting date for the remainder of earned TSR PSU Awards for executive officers.
March 15, 2027	Latest date for pro-rated annual cash bonus payment to Continuing Company Employees.
March 29, 2027	Extended Termination Date for the Merger Agreement under certain circumstances.

Recommendation

tender shares

The all-cash offer of $8.10 per share represents a substantial premium over recent trading prices and analyst targets, providing immediate and certain value. The unanimous board recommendation, coupled with fully committed equity financing, significantly de-risks the transaction, making it a compelling opportunity for stockholders to realize value. While it removes future upside potential as a standalone entity, the valuation achieved is robust compared to historical trading and analyst targets, suggesting that tendering shares is the most prudent course of action for a seasoned investor or institution.

Keywords

ON24, Cvent, Merger, Acquisition, Proxy Statement, Stockholder Vote, Cash Consideration, Software, Technology, Cloud-based platform, Intelligent Engagement, Digital Experience, Corporate Governance, Risk Management, Financial Analysis, NYSE, Delisting, Deregistration, Equity Financing, Blackstone, Antitrust, CFIUS

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