Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to _____ Commission File Number: 001-39965 ON24, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of ...

Financial Performance - Q4 2025 total revenue was $34.6 million, with revenue from the Core Platform at $34.0 million[7] - Total ARR as of December 31, 2025, reached $124 million, marking the best ARR performance of the year[6] - Full year 2025 total revenue was $139.3 million, with Core Platform revenue at $136.7 million[11] - Total revenue for the three months ended December 31, 2025, was $34,644 thousand, a decrease of 5.6% compared to $36,680 thousand for the same period in 2024[34] - Subscription and other platform revenue for the twelve months ended December 31, 2025, was $128,512 thousand, down 5.8% from $136,412 thousand in 2024[34] - Total core platform revenue for the three months ended December 31, 2025, was $33,995,000, down from $36,037,000 in 2024, a decline of 6%[51] Customer Growth - 18 net new customers were added in Q4, the best performance in three years[6] - 58% of total ARR was from multi-year contracts, a record high[12] - AI ARR increased by 66% year-over-year, with over 20% of customers utilizing AI offerings[3] Operating Loss and Income - GAAP operating loss for Q4 was $8.1 million, an improvement from a loss of $11.8 million in Q4 2024[7] - Non-GAAP operating income for Q4 was $0.8 million, compared to a loss of $0.4 million in Q4 2024[7] - GAAP net loss for the full year was $28.9 million, or $(0.68) per diluted share, an improvement from a loss of $42.2 million in 2024[11] - For the three months ended December 31, 2025, the net loss was $6,498 thousand, an improvement from a net loss of $8,872 thousand in the same period of 2024[38] - Non-GAAP net income for the three months ended December 31, 2025, was $2,413,000, compared to $2,549,000 in 2024, showing a slight decrease of 5%[47] Cash and Assets - Cash and cash equivalents increased to $37,013 thousand as of December 31, 2025, compared to $14,933 thousand as of December 31, 2024, marking a significant increase of 147.8%[32] - Total assets decreased to $228,360 thousand as of December 31, 2025, down from $250,953 thousand as of December 31, 2024, reflecting a decline of 9.0%[32] - Total cash, cash equivalents, and restricted cash at the end of the period was $37,105 thousand, significantly up from $15,013 thousand at the end of December 2024[38] Operating Expenses - Total operating expenses for the twelve months ended December 31, 2025, were $139,743 thousand, a decrease of 13.1% from $160,726 thousand in 2024[34] - Research and development expenses for the twelve months ended December 31, 2025, were $32,972 thousand, down 9.4% from $36,250 thousand in 2024[34] - GAAP sales and marketing expenses for the three months ended December 31, 2025, were $15,938 thousand, a decrease from $19,048 thousand in 2024[41] - Stock-based compensation for the twelve months ended December 31, 2025, totaled $28,685,000, down from $45,187,000 in 2024, a decrease of 36%[45] - The company incurred stock-based compensation expenses of $6,919 thousand for the three months ended December 31, 2025, down from $10,898 thousand in 2024[41] Future Strategy - The company plans to enhance its Intelligent Engagement Platform and AI-powered Analytics and Content Engine as part of its future growth strategy[28] Cash Flow - Cash flows from operating activities for the three months ended December 31, 2025, showed a net cash used of $1,060 thousand, compared to net cash provided of $985 thousand in the same period of 2024[38] - Cash flows from investing activities resulted in a net cash used of $3,645 thousand for the three months ended December 31, 2025, compared to net cash provided of $10,050 thousand in 2024[38] EBITDA - Adjusted EBITDA for the three months ended December 31, 2025, was $1,694 thousand, an increase from $724 thousand in the same period of 2024[44]

Investor Presentation February 2026 © 2025 ON24, Inc. | Confidential Legal Disclaimer This presentation contains "forward-looking statements" under applicable securities laws. Such statements can be identified by words such as: "outlook," "expect," "convert," "believe," "plan," "future," "may," "should," "will," and similar references to future periods. Forward-looking statements include express or implied statements regarding our expected financial and operating results, the execution of our capital return ...

Core Viewpoint - Monteverde & Associates PC is investigating ON24, Inc. regarding its proposed sale to Cvent Atlanta, LLC, where ON24 shareholders are expected to receive $8.10 per share in cash, raising questions about the fairness of the deal [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has recovered millions for shareholders [1]. - The firm is headquartered in the Empire State Building, New York City, and specializes in class action securities litigation [2]. Group 2: Legal Proceedings - The firm is actively litigating and has a successful track record in trial and appellate courts, including the U.S. Supreme Court [2]. - The firm encourages shareholders with concerns about ON24 to seek additional information free of charge [3].

Company Performance - ON24 shares have increased by 42.7% over the past month, reaching a new 52-week high of $8.1 [1] - The stock has gained 24.8% since the beginning of the year, outperforming the Zacks Computer and Technology sector's 27.4% and the Zacks Internet - Software industry's 9.3% [1] Earnings and Revenue Expectations - For the current fiscal year, ON24 is projected to report earnings of $0.06 per share on revenues of $138.6 million, reflecting a -53.85% change in EPS and a -6.4% change in revenues [3] - For the next fiscal year, earnings are expected to rise to $0.20 per share, with revenues projected at $137.2 million, indicating a year-over-year change of 233.33% in EPS and -1.01% in revenues [3] Valuation Metrics - ON24 has a Value Score of F, while its Growth Score is A and Momentum Score is C, resulting in a VGM Score of B [6] - The stock trades at 134.3X current fiscal year EPS estimates, significantly higher than the peer industry average of 28.9X, indicating a premium valuation [6] Zacks Rank - ON24 holds a Zacks Rank of 2 (Buy), supported by favorable earnings estimate revisions from analysts [7] - The recommendation suggests that ON24 shares may continue to experience gains, aligning with the investment strategy of selecting stocks with Zacks Rank of 1 or 2 and Style Scores of A or B [7] Industry Comparison - The Internet - Software industry is positioned in the top 21% of all industries, suggesting positive market conditions for ON24 and its peers [10] - DoubleVerify Holdings, Inc. is highlighted as a strong competitor with a Zacks Rank of 1 (Strong Buy) and favorable valuation metrics [8][9]

Core Viewpoint - The proposed sale of ON24, Inc. to Cvent involves shareholders receiving $8.10 in cash per share, prompting an investigation into the adequacy of this consideration and the process leading to it [1] Company Summary - ON24, Inc. is set to be sold to Cvent, with shareholders receiving $8.10 for each share they own [1] - The investigation is led by former Attorney General of Louisiana Charles C. Foti, Jr. and the law firm Kahn Swick & Foti, LLC [1] Industry Context - The transaction is under scrutiny to determine if the sale price reflects the true value of ON24, indicating potential concerns about the fairness of the acquisition process [1]

Core Viewpoint - The Ademi Firm is investigating ON24 for potential breaches of fiduciary duty and other legal violations related to its transaction with Cvent, which involves a significant financial consideration for shareholders [1][2]. Group 1: Transaction Details - ON24 shareholders are set to receive $8.10 per share, amounting to a total consideration of approximately $400 million [2]. - The transaction includes substantial benefits for ON24 insiders as part of change of control arrangements [2]. Group 2: Investigation Focus - The investigation is centered on the ON24 board of directors' conduct and whether they are fulfilling their fiduciary duties to all shareholders [2]. - The transaction agreement imposes significant penalties on ON24 if it accepts competing bids, which raises concerns about the limitations on competing transactions [2].

Core Insights - The year has been challenging for small-cap enterprise software companies, yet M&A activity has been unexpectedly robust, with both corporate and private equity buyers actively acquiring distressed assets [1] Group 1: M&A Activity - M&A has been surprisingly active in a tough year for small-cap enterprise software firms [1] - Both corporate and private equity acquirers are stepping in to take over struggling assets [1] Group 2: Industry Themes - AI is identified as a significant theme influencing the industry today [1] - The experience of industry experts, such as Gary Alexander, highlights the ongoing trends and challenges within the technology sector [1]

Core Viewpoint - The law firm Halper Sadeh LLC is investigating the fairness of the sale of ON24, Inc. to Cvent for $8.10 per share in cash, focusing on the rights of ON24 shareholders [1][2]. Group 1: Investigation Details - The investigation aims to determine if ON24 and its board violated federal securities laws or breached fiduciary duties by not securing the best possible deal for shareholders [2]. - Specific concerns include whether Cvent is underpaying for ON24 and if all material information necessary for shareholders to assess the merger was disclosed [2]. Group 2: Potential Actions - Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures, and other forms of relief related to the proposed transaction [3]. - The firm operates on a contingent fee basis, meaning shareholders would not incur out-of-pocket legal fees or expenses [3].

Core Viewpoint - ON24 (ONTF) shows potential as a solid investment due to notable revisions in the company's earnings estimates, with an improving earnings outlook suggesting continued stock price gains [1][2]. Earnings Estimate Revisions - The trend of rising estimate revisions reflects growing analyst optimism regarding ON24's earnings prospects, which is expected to positively influence its stock price [2]. - For the current quarter, the earnings estimate is $0.02 per share, indicating a decrease of 66.7% from the previous year. However, there has been a positive revision, with the Zacks Consensus Estimate increasing by 11.77% over the last 30 days [7]. - For the full year, ON24 is projected to earn $0.06 per share, a decline of 53.9% from the prior year. The consensus estimate has also risen by 6.06% due to one upward revision and no negative revisions in the past month [8][9]. Zacks Rank and Performance - ON24 has achieved a Zacks Rank 2 (Buy), indicating favorable estimate revisions that suggest strong potential for stock performance. The Zacks Rank system has a proven track record, with Zacks 1 (Strong Buy) and 2 (Buy) stocks significantly outperforming the S&P 500 [10]. - The stock has appreciated by 7.6% over the past four weeks, reflecting investor confidence in its earnings growth prospects [11].