ON24 (ONTF) Proxy Filing summary

Executive summary

• A special meeting is scheduled for March 26, 2026, for shareholders to vote on a proposed merger with Cvent Atlanta, LLC, via Summit Sub Corp., making the company a wholly owned subsidiary of Cvent Atlanta, LLC, at $8.10 per share in cash.

• The board unanimously recommends approval, citing fairness, best interests, and a premium to recent trading prices, supported by a fairness opinion from Goldman Sachs.

• The merger consideration represents a 62% premium over the closing price before public disclosure of acquisition interest and a 50% premium to the 1-month volume-weighted average price.

• If approved, shares will be delisted from NYSE and deregistered under the Exchange Act; if not, the company remains independent and public.

• The transaction is expected to close in the first half of 2026, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the Merger Agreement and, if necessary, on adjourning the meeting to solicit additional proxies.

• Approval requires a majority of outstanding shares; certain major shareholders (37%) have entered into voting agreements to support the merger.

• Shareholders who do not vote in favor may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The board conducted a comprehensive review of strategic alternatives, including outreach to multiple potential acquirers and a competitive bidding process.

• The board established a strategic committee to oversee negotiations and maximize shareholder value.

• The board considered both positive and negative factors, including future growth potential, risks of remaining public, and the certainty of the all-cash offer.