ON24 INC. Acquisition Update

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1. What happened? (The actual event, in plain English)

ON24 INC. has achieved a critical milestone in its planned acquisition by an entity affiliated with Cvent, Inc., a prominent company in the event technology sector. This development relates to the previously announced acquisition where ON24 shareholders will receive the agreed-upon cash price for each share they own. The companies initially announced this deal on the initial merger announcement date.

Specifically, the U.S. Federal Trade Commission (FTC), the government agency responsible for reviewing mergers for competitive impact, granted "early termination" approval for the transaction. This means the FTC completed its antitrust review ahead of schedule and found no significant competition concerns that would block the merger.

Essentially, ON24 has cleared a major government hurdle for the acquisition, significantly increasing the likelihood that Cvent's affiliate will acquire the company under the agreed-upon terms.

2. When did it happen?

The U.S. Federal Trade Commission (FTC) granted its "early termination" approval on February 13, 2026. ON24 officially disclosed this important development in an 8-K filing with the SEC on February 19, 2026.

3. Why did it happen? (The story behind the story)

This event represents a crucial regulatory step in ON24's previously announced acquisition. When one company acquires another, particularly a large one, government agencies like the FTC review the deal to ensure it does not create a monopoly or unfairly reduce market competition. The "early termination" signifies that the FTC concluded its review faster than anticipated and identified no issues preventing the merger.

This acquisition is a strategic move designed to create a more comprehensive and dominant presence in the event technology and digital engagement market. Cvent intends to integrate ON24's leading webinar and digital experience platform with its own robust event management solutions. This combination will offer customers an end-to-end suite for both in-person and virtual events. For ON24, joining Cvent provides access to greater resources, a broader customer base, and potentially accelerated innovation, aiming to enhance its market position and deliver greater value to its clients. The combined entity expects to realize significant synergies through cross-selling opportunities, operational efficiencies, and a unified product roadmap.

4. Why does this matter? (Impact and significance)

This approval significantly reduces the risk associated with the acquisition. Government antitrust approval often presents one of the most challenging hurdles, and clearing it early substantially increases the probability of the deal closing. For instance, if the FTC had identified issues, the deal could have faced delays, required modifications, or even collapsed.

For ON24 shareholders, this means the company's stock price will likely trade even closer to the agreed-upon acquisition price, as the market now views the deal as highly probable. While a significant obstacle has been removed, investors should remember that the deal is not yet fully closed. Remaining conditions typically include approval from ON24's shareholders and the satisfaction of other customary closing conditions outlined in the merger agreement.

5. Who is affected?

• Investors: This news makes the acquisition more probable. If you own ON24 shares, your investment's value is now primarily tied to the agreed-upon acquisition price. The premium offered at the initial announcement is now more secure, as the risk of the deal failing due to antitrust issues has significantly decreased.
• Employees: Mergers often bring changes in leadership, structure, and job roles. Integration can lead to restructuring, and while the combined entity aims for growth, overlaps in roles may result in job changes or reductions as the companies merge operations.
• Customers: Both Cvent and ON24 operate in the event technology space. Customers of both companies can anticipate a broader, more integrated product offering. However, during the transition, they might experience temporary adjustments to service or platform changes as the companies work to combine their technologies.
• Competitors: The combination of ON24 and Cvent creates a larger, more integrated player in the market. This will intensify competition and could prompt other companies in the online event or marketing technology space to react or adjust their own strategies.

6. What happens next? (Immediate and future implications)

Investors should monitor several key developments:

• Immediate Stock Reaction: The stock price will likely move closer to the agreed-upon acquisition price (if it hasn't already) as the market perceives the deal as more certain.
• Stockholder Vote: The acquisition still requires approval from ON24's stockholders. ON24 will issue a "definitive proxy statement" detailing the deal and announcing a date for a special meeting where shareholders will vote. This vote represents a critical next step.
• Other Approvals: While the FTC has given its consent, other smaller regulatory approvals or conditions may still need fulfillment before the deal fully closes, as outlined in the merger agreement.
• Expected Closing: Based on typical merger timelines and the progress made, the acquisition is now anticipated to close in the coming months, assuming all remaining conditions are met.
• Longer Term: If shareholders approve the deal and all other conditions are met, ON24 will eventually become part of Cvent's affiliated entity, and its stock will be delisted from the New York Stock Exchange.

7. What should investors/traders know? (Practical takeaways)

Here's the essential information for investors:

• A Positive Step: The FTC's early approval is a strong signal that the deal is on track and significantly reduces the transaction's risk.
• Focus on the Acquisition Price: If you own ON24 stock, your potential return is now largely determined by the agreed-upon acquisition price. This is the cash amount you will receive for each share you hold upon closing.
• Not Yet Final: While a major hurdle has been cleared, stockholder approval and potentially other minor regulatory conditions still require fulfillment. There remains a small, though now less likely, chance the deal could fall through.
• Review the Proxy Statement: This document will contain all crucial details about the merger, including the exact terms, the date of the shareholder vote, and any updated risk factors.
• Consider Your Strategy: If you hold ON24 stock, you will need to decide whether to hold until the acquisition closes (and receive cash from the acquirer) or sell beforehand. The upside potential is now largely capped at the acquisition price, minus any small spread. If you are considering buying, understand that the upside is likely capped by the acquisition price, and the downside risk exists if the deal somehow collapses.