ONTF / ON24, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

شركة ON24
US ˙ NYSE ˙ US68339B1044

الإحصائيات الأساسية
LEI 254900S6S9YKYTO9Q964
CIK 1110611
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to ON24, Inc.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
August 8, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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.

August 7, 2025 EX-99.1

ON24 Announces Second Quarter 2025 Financial Results

Exhibit 99.1 ON24 Announces Second Quarter 2025 Financial Results •Achieved total revenue of $35.3 million •6th consecutive quarter of positive operating and free cash flow •Highest gross retention rate in past 4 years •Another record quarter for percentage of ARR in multi-year agreements SAN FRANCISCO-(BUSINESS WIRE)-ON24 (NYSE: ONTF), a leading intelligent engagement platform for B2B marketing,

August 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 ON24, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number)

June 20, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2025 ON24, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2025 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number) (

May 8, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 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.

May 7, 2025 EX-99.1

ON24 Announces First Quarter 2025 Financial Results

Exhibit 99.1 ON24 Announces First Quarter 2025 Financial Results ◦Achieved Total Revenue of $34.7 million ◦5th consecutive quarter of positive operating and free cash flow ◦Highest gross retention rate in past 4 years ◦Another record quarter for percentage of ARR in multi-year agreements and percentage of customers using two or more products ◦Initiating new $50 million share repurchase program SAN

May 7, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2025 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number) (IR

April 29, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

April 29, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

March 13, 2025 S-8

As filed with the Securities and Exchange Commission on March 12, 2025

As filed with the Securities and Exchange Commission on March 12, 2025 Registration No.

March 13, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) ON24, Inc. (Exact name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value per

March 13, 2025 EX-19

Insider Trading Policy

Exhibit 19 INSIDER TRADING POLICY As amended through October 24, 2023 Table of Contents Page Section 1.

March 13, 2025 EX-21.1

List of Subsidiaries of the Registrant.

Exhibit 21.1 ON24, Inc. Subsidiaries Entity Name Country ON24 AUSTRALIA PTY LTD Australia ON24 Japan GK Japan ON24 PTE. LTD. Singapore ON24 LIMITED United Kingdom ON24 Germany GmbH Germany Vibbio AS Norway

March 13, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

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, 2024 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.

February 25, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 25, 2025 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Numbe

February 25, 2025 EX-99.1

ON24 Announces Fourth Quarter and Full Year 2024 Financial Results

Exhibit 99.1 ON24 Announces Fourth Quarter and Full Year 2024 Financial Results •Achieved Q424 Total Revenue of $36.7 million •Exceeded profitability targets for 7th consecutive quarter •Generated positive operating and free cash flow for 4th consecutive quarter •AI-powered ACE accounted for over 20% of our growth ARR bookings in Q4, an all-time high •Exited 2024 with the highest levels of gross r

December 18, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2024 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Numbe

November 12, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 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.

November 12, 2024 EX-10.1

Third Amendment to Sixth Amended & Restated Loan and Security Agreement, dated August 22, 2024, by and between the Registrant and Comerica Bank

Exhibit 10.1 THIRD AMENDMENT TO SIXTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Third Amendment to Sixth Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of August 22, 2024, by and between Comerica Bank (“Bank”) and On24, Inc. (“Borrower”). RECITALS A. Borrower and Bank are parties to that certain Sixth Amended and Restated Loan and Security Agreem

November 7, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2024 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number

November 7, 2024 EX-99.1

ON24 Announces Third Quarter 2024 Financial Results

Exhibit 99.1 ON24 Announces Third Quarter 2024 Financial Results •Achieved Total Revenue of $36.3 million •Exceeded profitability targets for 6th consecutive quarter •Generated positive operating and free cash flow for 3rd consecutive quarter •Stabilization of install base continued with high single digit year-over-year improvement in gross retention •Percentage of ARR in multi-year agreements and

August 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 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.

August 6, 2024 EX-99.1

ON24 Announces Second Quarter 2024 Financial Results

Exhibit 99.1 ON24 Announces Second Quarter 2024 Financial Results •Achieved Total Revenue of $37.3 million •Exceeded profitability targets for 5th consecutive quarter •Generated positive free cash flow for 2nd consecutive quarter •Drove sequential improvement in gross retention •Experienced growth ARR uplift from momentum of early adopters of the ON24 next gen platform and AI-powered offerings SAN

August 6, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2024 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number)

June 24, 2024 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2024 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number) (

May 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 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.

May 7, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2024 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number) (IR

May 7, 2024 EX-99.1

ON24 Announces First Quarter 2024 Financial Results

Exhibit 99.1 ON24 Announces First Quarter 2024 Financial Results •Achieved Total Revenue of $37.7 million and exceeded profitability targets for 4th consecutive quarter •Continued signs of stabilization in customer base driven by positive trends in gross retention •Strong enterprise business performance metrics; including record percentage of ARR in multiyear agreements and highest ARR per custome

April 25, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

April 25, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

March 14, 2024 EX-21.1

List of Subsidiaries of the Registrant.

Exhibit 21.1 ON24, Inc. Subsidiaries Entity Name Country ON24 AUSTRALIA PTY LTD Australia ON24 Japan GK Japan ON24 PTE. LTD. Singapore ON24 LIMITED United Kingdom ON24 Germany GmbH Germany Vibbio AS Norway

March 14, 2024 EX-97.1

ON24, Inc. Policy for Recovery of Incentive Compensation, adopted October 24, 2023

Exhibit 97.1 POLICY FOR RECOVERY OF INCENTIVE COMPENSATION (Adopted October 24, 2023) 1. INTRODUCTION ON24, Inc., a Delaware corporation (the “Company”) is adopting this policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as defined below) under certain circumstances. This Policy is administered

March 14, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2024 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number)

March 14, 2024 S-8

As filed with the Securities and Exchange Commission on March 13, 2024

As filed with the Securities and Exchange Commission on March 13, 2024 Registration No.

March 14, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

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, 2023 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.

March 14, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) ON24, Inc. (Exact name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value per

February 26, 2024 SC 13D/A

ONTF / ON24, Inc. / Indaba Capital Management, L.P. - AMENDMENT NO. 3 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 ON24, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68339B104 (CUSIP Number) Zac Rosenberg Chief Compl

February 26, 2024 EX-10.1

Letter Agreement, dated February 22, 2024, by and among ON24, Inc., Indaba Capital Management, L.P. and certain of its affiliates.

Exhibit 10.1 February 22, 2024 To: Each of the persons or entities listed on Schedule A (the “Stockholders” and each a “Stockholder”) Ladies and Gentlemen: Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Cooperation Agreement, dated March 11, 2023 (the “Cooperation Agreement”), by and among ON24, Inc. (the “Company”) and the Stockholders.

February 26, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 22, 2024 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Numbe

February 22, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 22, 2024 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Numbe

February 22, 2024 EX-99.1

ON24 Announces Fourth Quarter and Full Year 2023 Financial Results

Exhibit 99.1 ON24 Announces Fourth Quarter and Full Year 2023 Financial Results •Launched next generation ON24 Intelligent Engagement Platform and AI-Powered ACE •Ended 2023 with Core Platform ARR of $136.2 Million; Core Platform ARR performance for Q4 sequentially close to break-even •Q4 improvement in key metrics; Exceeded profitability targets for third quarter in a row SAN FRANCISCO-(BUSINESS

February 14, 2024 SC 13G/A

ONTF / ON24, Inc. / Greenhouse Funds LLLP Passive Investment

SC 13G/A 1 d1098101313g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ON24, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68339B104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

February 13, 2024 SC 13G/A

ONTF / ON24, Inc. / Sharan Sharat - SC 13G/A Passive Investment

SC 13G/A 1 d780497dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 ON24, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 68339B 104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appr

February 13, 2024 SC 13G/A

ONTF / ON24, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: ON24 Inc Title of Class of Securities: Common Stock CUSIP Number: 68339B104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1

January 18, 2024 SC 13D/A

ONTF / ON24, Inc. / Indaba Capital Management, L.P. - AMENDMENT NO. 2 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 ON24, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68339B104 (CUSIP Number) Zac Rosenberg Chief Compl

January 16, 2024 SC 13D/A

ONTF / ON24, Inc. / Lynrock Lake LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* ON24, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68339B104 (CUSIP Number) Lynrock Lake LP Attn: Cynthia Paul 2 International Drive, Suite 130 Rye Brook, NY 10573 914-449-4660 (Name, Address and Telephon

November 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 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.

November 7, 2023 EX-99.1

ON24 Announces Third Quarter 2023 Financial Results

Exhibit 99.1 ON24 Announces Third Quarter 2023 Financial Results •Third quarter total revenue of $39.2 million •Exceeded Q3 2023 profitability targets •Launching new AI-powered solution, ACE, “Analytics and Content Engine” •Continued to execute on capital return program; returned approximately $25 million to stockholders in Q3 SAN FRANCISCO-(BUSINESS WIRE)-ON24 (NYSE: ONTF), a leading sales and ma

November 7, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2023 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number

August 11, 2023 SC 13D/A

ONTF / ON24 Inc / Lynrock Lake LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* ON24, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68339B104 (CUSIP Number) Lynrock Lake LP Attn: Cynthia Paul 2 International Drive, Suite 130 Rye Brook, NY 10573 914-449-4660 (Name, Address and Telephon

August 9, 2023 EX-10.1

Non-Employee Director Compensation Policy.

Exhibit 10.1 AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 1. Introduction Each member of the Board of Directors (the “Board”) of ON24 Inc. (“ON24”) who is a non- employee director of ON24 (each such member, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (“Policy”) for his or her Board service. This Policy may b

August 9, 2023 EX-3.1

Amended and Restated Certificate of Incorporation.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ON24, INC. a Delaware corporation (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) ON24, Inc., (the “Corporation”) a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: 1.That the n

August 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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.

August 8, 2023 EX-99.1

ON24 Announces Second Quarter 2023 Financial Results

Exhibit 99.1 ON24 Announces Second Quarter 2023 Financial Results •Second quarter total revenue of $42.1 million •Achieved Q2 2023 profitability target, and Q4 2023 profitability milestone ahead of schedule •Launched new Generative AI Optimization Suite with strong customer trial adoption •Continued to execute on capital return program; returned approximately $73.5 million to stockholders in Q2 SA

August 8, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2023 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number)

June 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 ON24, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number) (

June 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2023 ON24, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2023 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number) (

May 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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.

May 10, 2023 EX-10.1

Second Amendment to Sixth Amended and Restated Loan and Security Agreement, dated April 25, 2023 by and between the Registrant and Comerica Bank

Exhibit 10.1 SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Second Amendment to Sixth Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of April 25, 2023, by and between Comerica Bank (“Bank”) and On24, Inc. (“Borrower”). RECITALS A. Borrower and Bank are parties to that certain Sixth Amended and Restated Loan and Security Agree

May 9, 2023 EX-99.1

ON24 Announces First Quarter 2023 Financial Results

Exhibit 99.1 ON24 Announces First Quarter 2023 Financial Results •On track to achieve Q2 2023 profitability target •ARR of $149.2 million on our Core Platform •First quarter total revenue of $43.1 million •Expanded capital return program to $125 million; cash dividend of $1.09 per share •Added three new board members: Cynthia Paul, Ron Mitchell and Teresa Anania SAN FRANCISCO-(BUSINESS WIRE)-ON24

May 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 ON24, INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number) (IR

May 8, 2023 EX-99.1

ON24 Declares Special Cash Dividend

Exhibit 99.1 ON24 Declares Special Cash Dividend SAN FRANCISCO-(BUSINESS WIRE)-ON24 (NYSE: ONTF) (“ON24” or the “Company”), today announced that its Board of Directors has declared a one-time, special cash dividend on the Company’s outstanding common shares of $1.09 per share, to all common shareholders of record as of the close of business on May 22, 2023, payable on or about June 15, 2023. The s

May 8, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2023 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number) (IR

April 28, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

April 28, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

April 17, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to § 240.

March 15, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) ON24, Inc. (Exact name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value per

March 15, 2023 S-8

As filed with the Securities and Exchange Commission on March 14, 2023

As filed with the Securities and Exchange Commission on March 14, 2023 Registration No.

March 15, 2023 EX-21.1

List of Subsidiaries of the Registrant.

Exhibit 21.1 ON24, Inc. Subsidiaries Entity Name Country ON24 AUSTRALIA PTY LTD Australia ON24 Japan GK Japan ON24 PTE. LTD. Singapore ON24 LIMITED United Kingdom ON24 Germany GmbH Germany Vibbio AS Norway

March 15, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

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, 2022 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.

March 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2023 ON24, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2023 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number)

March 13, 2023 EX-10.1

Cooperation Agreement, dated as of March 11, 2023, between ON24, Inc. and Indaba Capital Management L.P

EX-10.1 Exhibit 10.1 Execution Version Cooperation Agreement This Cooperation Agreement (this “Agreement”), dated as of March 11, 2023, is by and among ON24, Inc., a Delaware corporation (the “Company”), and Indaba Capital Management L.P., on behalf of the entities listed on Schedule A (Indaba Capital Management L.P., together with such entities listed on Schedule A, the “Stockholder”). The Compan

March 13, 2023 SC 13D/A

ONTF / ON24 Inc / Lynrock Lake LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ON24, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68339B104 (CUSIP Number) Lynrock Lake LP Attn: Cynthia Paul 2 International Drive, Suite 130 Rye Brook, NY 10573 914-449-4660 (Name, Address and Telephon

March 13, 2023 SC 13D/A

ONTF / ON24 Inc / Indaba Capital Management, L.P. - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 ON24, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68339B104 (CUSIP Number) Zac Rosenberg Chief Compl

March 13, 2023 EX-99.1

ON24 Expands Capital Return Program to $125 Million and Announces Governance Enhancements Incremental $25 Million of Capital to be Returned as Special Cash Dividend Delivering In Aggregate $50 Million Special Cash Dividend Payable in Q2 2023 Cynthia

EX-99.1 Exhibit 99.1 ON24 Expands Capital Return Program to $125 Million and Announces Governance Enhancements Incremental $25 Million of Capital to be Returned as Special Cash Dividend Delivering In Aggregate $50 Million Special Cash Dividend Payable in Q2 2023 Cynthia Paul and Ron Mitchell Appointed to Board of Directors; Company to Pursue Board Declassification by 2026 Annual Meeting Enters int

March 13, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2023 ON24, INC. (Exact

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2023 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File

March 13, 2023 EX-99.2

ON24 Appoints Customer Success Leader Teresa Anania to Board of Directors Zendesk SVP of Global Customer Success Brings More Than 25 Years of Technology and Go-to-Market Leadership to ON24’s Board Denise Persson to Step Down from the Board and Transi

EX-99.2 Exhibit 99.2 ON24 Appoints Customer Success Leader Teresa Anania to Board of Directors Zendesk SVP of Global Customer Success Brings More Than 25 Years of Technology and Go-to-Market Leadership to ON24’s Board Denise Persson to Step Down from the Board and Transition to Advisor Role Anil Arora Appointed Lead Independent Director SAN FRANCISCO – March 13, 2023 – ON24 (NYSE: ONTF) (“ON24” or

February 28, 2023 EX-99.1

ON24, INC. Condensed Consolidated Balance Sheets (in thousands)

Exhibit 99.1 ON24 Announces Fourth Quarter and Full Year 2022 Financial Results •Accelerating path to profitability in FY 2023 •Deemphasizing Virtual Conference product and focused on Core Platform •Launching $100 million capital return program comprising $0.50 per share special cash dividend and approximately $75 million through a combination of accelerated share repurchase and share buyback prog

February 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2023 ON24, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2023 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Numbe

February 14, 2023 SC 13D

ONTF / ON24 Inc / Lynrock Lake LP - SC 13D Activist Investment

SC 13D 1 tm236766d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ON24, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68339B104 (CUSIP Number) Lynrock Lake LP Attn: Cynthia Paul 2 International Drive, Suite 130 Rye Brook, NY 10573 914-4

February 13, 2023 SC 13G/A

ONTF / ON24 Inc / Sharan Sharat - SC 13G/A Passive Investment

SC 13G/A 1 d400935dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 ON24, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 68339B 104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appr

February 9, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2023 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number

February 9, 2023 EX-99.1

ON24 Announces New $100 Million Capital Return Program, Resulting in a Total of $141 Million of Capital to be Returned to Shareholders Since Fourth Quarter 2021 ON24 Comments on Record of Shareholder Engagement toward Shared Goal of Near-Term Capital

Exhibit 99.1 ON24 Announces New $100 Million Capital Return Program, Resulting in a Total of $141 Million of Capital to be Returned to Shareholders Since Fourth Quarter 2021 ON24 Comments on Record of Shareholder Engagement toward Shared Goal of Near-Term Capital Returns and Long-Term Value Creation Following Letter from Indaba SAN FRANCISCO – February 8, 2023 – ON24 (NYSE: ONTF) (“ON24” or the “C

February 9, 2023 SC 13G/A

ONTF / ON24 Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01578-on24inc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: ON24 Inc. Title of Class of Securities: Common Stock CUSIP Number: 68339B104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuan

February 9, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material Pursuant to § 240.

January 26, 2023 SC 13G

ONTF / ON24 Inc / Greenhouse Funds LLLP Passive Investment

SC 13G 1 d992694813-g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* ON24, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68339B104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

December 30, 2022 EX-10.1

Form of Performance Unit Agreement

EX-10.1 2 d443109dex101.htm EX-10.1 Exhibit 10.1 ON24, INC. PERFORMANCE UNITS AGREEMENT (For U.S. Participants) ON24, Inc. has granted to the Participant named in the Notice of Grant of Performance Units (the “Grant Notice”) to which this Performance Units Agreement (the “Agreement”) is attached an Award consisting of Performance Units (each a “Unit”) subject to the terms and conditions set forth

December 30, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2022 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Numbe

December 20, 2022 EX-99.1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13D (including additional amendments thereto) with respect to the shares of common stock, par value $0.0001 per share, of ON24, Inc. This Joint Filing Agr

December 20, 2022 SC 13D

ONTF / ON24 Inc / Indaba Capital Management, L.P. - THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. )1 ON24, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68339B104 (CUSIP Number) Zac Rosenberg Chief Compli

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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.

November 9, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2022 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number

November 9, 2022 EX-99.1

ON24, INC. Condensed Consolidated Balance Sheets (in thousands)

Exhibit 99.1 ON24 Announces Third Quarter 2022 Financial Results ?Total Revenue of $47.6 million ?ARR of $165.6 million, FX impact of negative $0.5 million ?Drove meaningful improvement in cost structure since Q2 with approximately $16M in run-rate savings ?Bolstered executive leadership team with two key hires SAN FRANCISCO-(BUSINESS WIRE)-ON24 (NYSE: ONTF), a leading sales and marketing platform

August 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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.

August 9, 2022 EX-99.1

ON24, INC. Condensed Consolidated Balance Sheets (in thousands)

Exhibit 99.1 ON24 Announces Second Quarter 2022 Financial Results ?Total Revenue of $48.2 million ?ARR of $167.8 million ?Closed largest deal in company history with existing customer SAN FRANCISCO-(BUSINESS WIRE)-ON24 (NYSE: ONTF), a leading sales and marketing platform for digital engagement, today announced financial results for the second quarter ended June 30, 2022. ?In the second quarter, th

August 9, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2022 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number)

June 10, 2022 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 10, 2022 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number) (

May 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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.

May 10, 2022 EX-99.1

ON24, INC. Condensed Consolidated Balance Sheets (in thousands)

Exhibit 99.1 ON24 Announces First Quarter 2022 Financial Results ?Total Revenue of $48.5 million ?ARR of $167.7 million ?Added two new board members, Tony Zingale and Anil Arora SAN FRANCISCO-(BUSINESS WIRE)-ON24 (NYSE: ONTF), a leading sales and marketing platform for digital engagement, today announced financial results for the first quarter ended March 31, 2022. ?In Q1, we?ve made progress on t

May 10, 2022 SC 13G/A

ONTF / ON24 Inc / Lynrock Lake LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ON24, Inc. (Name of Issuer) Common Shares, $0.0001 par value per share (Title of Class of Securities) 68339B104 (CUSIP Number) April 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

May 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2022 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number) (I

April 27, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Soliciting Material Pursuant to ? 240.

April 27, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ? 240.

April 25, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2022 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number)

April 25, 2022 EX-99.1

ON24 Appoints Anil Arora to Board of Directors Company adds fintech pioneer and accomplished executive in leading product, vision, and company growth from startup to industry leader

Exhibit 99.1 ON24 Appoints Anil Arora to Board of Directors Company adds fintech pioneer and accomplished executive in leading product, vision, and company growth from startup to industry leader SAN FRANCISCO and LONDON ? April 25, 2022 ? ON24 (NYSE: ONTF) today announced the appointment of Anil Arora to the company?s board of directors. Arora brings to ON24 more than 25 years of diverse executive

April 11, 2022 EX-10.1

Non-Employee Director Compensation Policy, as amended from time to time.

Exhibit 10.1 AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 1. Introduction Each member of the Board of Directors (the ?Board?) of ON24 Inc. (?ON24?) who is a non-employee director of ON24 (each such member, a ?Non-Employee Director?) will receive the compensation described in this Non-Employee Director Compensation Policy (?Policy?) for his or her Board service. This Policy may be

April 11, 2022 EX-99.1

Tony Zingale Joins ON24 Board of Directors Company adds 40-year enterprise software veteran and executive leader

Exhibit 99.1 Tony Zingale Joins ON24 Board of Directors Company adds 40-year enterprise software veteran and executive leader SAN FRANCISCO and LONDON ? April 11, 2022 ? ON24 (NYSE: ONTF) today announced the appointment of Tony Zingale, a veteran enterprise software executive, to the company?s board of directors. Zingale is replacing Holger Staude, who transitioned off the board of directors follo

April 11, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 5, 2022 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number) (

March 14, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) ON24, Inc. (Exact name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.0001 par value per

March 14, 2022 S-8

As filed with the Securities and Exchange Commission on March 11, 2022

As filed with the Securities and Exchange Commission on March 11, 2022 Registration No.

March 14, 2022 EX-10.10

First Amendment to Sixth Amended and Restated Loan and Security Agreement, dated February 11, 2022, by and between the Registrant and Comerica Bank

Exhibit 10.10 FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This First Amendment to Sixth Amended and Restated Loan and Security Agreement (this ?Amendment?) is entered into as of February 11, 2022 (the ?First Amendment Date?), by and between Comerica Bank (?Bank?) and On24, Inc. (?Borrower?). RECITALS A. Borrower and Bank are parties to that certain Sixth Amended and R

March 14, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

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, 2021 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: 001-399

March 14, 2022 EX-21.1

List of Subsidiaries of the Registrant.

Exhibit 21.1 ON24, Inc. Subsidiaries Entity Name Country ON24 AUSTRALIA PTY LTD Australia ON24 Japan GK Japan ON24 PTE. LTD. Singapore ON24 LIMITED United Kingdom ON24 Germany GmbH Germany

March 2, 2022 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 2, 2022 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number) (

February 28, 2022 EX-99.1

ON24, INC. Condensed Consolidated Balance Sheets (in thousands)

Exhibit 99.1 ON24 Announces Fourth Quarter and Full Year 2021 Financial Results ?ARR of $171.4 million ?Total of 366 customers contributing at least $100K in ARR, up 21% year-over-year ?Fourth quarter subscription and other platform revenue increased 9% year-over-year to $45.0 million ?Full year 2021 total revenue increased 30% year-over-year to $203.6 million ?Full year 2021 subscription and othe

February 28, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2022 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Numbe

February 14, 2022 SC 13G

ONTF / ON24 Inc / Sharan Sharat - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ON24, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 68339B 104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

February 14, 2022 SC 13G

ONTF / ON24 Inc / Lynrock Lake LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ON24, Inc. (Name of Issuer) Common Shares, $0.0001 par value per share (Title of Class of Securities) 68339B104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

February 14, 2022 SC 13G

ONTF / ON24 Inc / Indaba Capital Management, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ON24, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68339B104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

February 10, 2022 SC 13G

ONTF / ON24 Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: ON24 Inc. Title of Class of Securities: Common Stock CUSIP Number: 68339B104 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1(c)

December 2, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2021 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number

December 2, 2021 EX-99.1

1

Exhibit 99.1 ON24 Announces Share Repurchase Authorization SAN FRANCISCO ? Dec. 2, 2021 ? ON24 (NYSE: ONTF), a leading cloud-based hybrid engagement platform, today announced that its Board of Directors has authorized a share repurchase program where ON24 may purchase up to $50 million of its common stock. ?This share repurchase program reflects our confidence in ON24?s long-term growth potential

November 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 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.

November 12, 2021 EX-10.1

ON24, Inc. Sixth Amended and Restated Loan and Security Agreement.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

November 9, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2021 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number

November 9, 2021 EX-99.1

ON24, INC. Condensed Consolidated Balance Sheets (in thousands)

Exhibit 99.1 ON24 Announces Third Quarter 2021 Financial Results ?ARR increased 20% year-over-year to $167.2 million ?Third quarter subscription and other platform revenue increased 27% year-over-year to $43.6 million ?Third quarter total revenue increased 16% year-over-year to $49.4 million ?Number of customers contributing at least $100K in ARR increased 32% year-over-year SAN FRANCISCO-(BUSINES

September 7, 2021 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 1, 2021 ON24, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 1, 2021 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Numbe

August 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 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.

August 10, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2021 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number)

August 10, 2021 EX-99.1

ON24, INC. Condensed Consolidated Balance Sheets (in thousands) June 30, 2021 December 31, 2020 Assets Current assets Cash and cash equivalents $ 351,727 $ 58,243 Marketable securities 44,631 3,000 Accounts receivable, net 38,891 48,617 Deferred cont

Exhibit 99.1 ON24 Announces Second Quarter 2021 Financial Results ? Second quarter total revenue grows 43% year-over-year to $52.1 million ? Subscription and other platform revenue, excluding legacy, grows 68% year-over-year to $44.4 million SAN FRANCISCO?(BUSINESS WIRE)?ON24 (NYSE: ONTF), a leading cloud-based digital experience platform provider, today announced financial results for its second

July 28, 2021 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2021 ON24, INC. (Exact n

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2021 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Numbe

May 13, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 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.

May 12, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2021 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number) (I

May 12, 2021 EX-99.1

ON24 Announces First Quarter 2021 Financial Results

Exhibit 99.1 ON24 Announces First Quarter 2021 Financial Results ? First quarter total revenue grows 102% year-over-year to $50.1 million ? ARR grows 90% year-over-year to $163.1 million as of March 31, 2021 SAN FRANCISCO ? May 12, 2021 ? ON24 (NYSE: ONTF), a leading cloud-based digital experience platform provider, today announced financial results for its first quarter ended March 31, 2021. ?We

March 30, 2021 EX-4.1

Description of Capital Stock

Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the common stock of ON24, Inc. (?we,? ?us? and ?our?) is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our Amended and Restated Certificate of Incorporation (?Certificate of Incorporation?),

March 30, 2021 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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, 2020 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 001-399

March 30, 2021 EX-10.3

ON24, Inc. 2021 Equity Incentive Plan and form of stock option agreement and restricted stock units agreement thereunder.

Exhibit 10.3 ON24, INC. 2021 EQUITY INCENTIVE PLAN 1. Establishment, Purpose and Term of Plan 1 1.1 Establishment 1 1.2 Purpose 1 1.3 Term of Plan 1 2. Definitions and Construction 1 2.1 Definitions 1 2.2 Construction 8 3. Administration 8 3.1 Administration by the Committee 8 3.2 Authority of Officers 9 3.3 Administration with Respect to Insiders 9 3.4 Powers of the Committee 9 3.5 Option or SAR

March 17, 2021 EX-99.1

ON24, INC. Condensed Consolidated Balance Sheets (in thousands) December 31, 2020 December 31, 2019 ASSETS Current assets Cash and cash equivalents $ 58,243 $ 18,844 Short-term investments 3,000 5,000 Accounts receivable, net 48,617 22,602 Deferred c

EX-99.1 Exhibit 99.1 ON24 Announces Fourth Quarter and Full Year 2020 Financial Results • Fourth quarter total revenue grows 123% year-over-year to $53.3 million; full year revenue grows 76% year-over-year to $156.9 million • ARR grows 100% year-over-year to $153.4 million as of December 31, 2020 • GAAP operating income of $21.8 million and Non-GAAP operating income of $24.8 million for the full y

March 17, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2021 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Number)

February 8, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 5, 2021 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 001-39965 94-3292599 (State or other jurisdiction of incorporation) (Commission File Nu

February 8, 2021 EX-3.2

Amended and Restated Bylaws.

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ON24, INC. Effective as of February 5, 2021 ARTICLE I CORPORATE OFFICES 1.1 Registered Office. The address of the registered office of ON24, Inc. (the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Corporation’s certificate of incorporation, as the same may be amended and/

February 8, 2021 EX-3.1

Amended and Restated Certificate of Incorporation.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ON24, INC. a Delaware corporation (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) ON24, Inc., (the “Corporation”) a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: 1. Th

February 4, 2021 424B4

8,560,930 Shares ON24, Inc. Common Stock

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-251967 8,560,930 Shares ON24, Inc. Common Stock This is an initial public offering of shares of common stock of ON24, Inc. We are offering 6,315,789 shares of our common stock. The selling stockholders identified in this prospectus are offering an additional 2,245,141 shares of our common stock. We will not receive any p

February 4, 2021 S-8

- S-8

As filed with the Securities and Exchange Commission on February 3, 2021 Registration No.

January 29, 2021 CORRESP

-

January 29, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: ON24, Inc. Registration Statement on Form S-1 (File No. 333-251967) Attn: Larry Spirgel Jeff Kauten Stephen Krikorian Amanda Kim Ladies and Gentlemen: Pursuant to Rule 460 under the Securities Act of 1933, as amended, (the ?Act?), we wish to advise that b

January 29, 2021 CORRESP

-

January 29, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Larry Spirgel Jeff Kauten Stephen Krikorian Amanda Kim Re: ON24, Inc. Registration Statement on Form S-1 File No. 333-251967 Acceleration Request Requested Date: February 2, 2021 Requested Time: 4:00 p.m., Eastern Time Ladies and Gentlemen: Pursuan

January 29, 2021 8-A12B

- 8-A12B

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ON24, INC. (Exact name of registrant as specified in its charter) Delaware 94-3292599 (State of incorporation or organization) (I.R.S. Employer Identification No.) 50 Beale Street, 8th Floor

January 25, 2021 EX-1.1

Form of Underwriting Agreement.

EX-1.1 2 d80876dex11.htm EX-1.1 Exhibit 1.1 ON24, Inc. Common Stock, par value $0.0001 per share Underwriting Agreement , 2021 Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198. c/o J.P. Morgan

January 25, 2021 CORRESP

-

January 25, 2021 VIA EDGAR AND OVERNIGHT COURIER Office of Technology Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

January 25, 2021 EX-10.13

Continuing Employment Letter, dated January 21, 2021, between the Registrant and Sharat Sharan.

EX-10.13 Exhibit 10.13 January 21, 2021 Sharat Sharan Dear Sharat, On behalf of ON24, Inc. (the “Company”), I am pleased to confirm the terms of your ongoing employment in the position of President and Chief Executive Officer. Speaking for myself, as well as the other members of the Company’s Board of Directors, we look forward to your continued success in this position. Upon the effectiveness of

January 25, 2021 EX-10.3

ON24, Inc. 2021 Equity Incentive Plan and form of stock option agreement thereunder.

EX-10.3 Exhibit 10.3 ON24, INC. 2021 EQUITY INCENTIVE PLAN 1. Establishment, Purpose and Term of Plan 1 1.1 Establishment 1 1.2 Purpose 1 1.3 Term of Plan 1 2. Definitions and Construction 1 2.1 Definitions 1 2.2 Construction 8 3. Administration 8 3.1 Administration by the Committee 8 3.2 Authority of Officers 8 3.3 Administration with Respect to Insiders 9 3.4 Powers of the Committee 9 3.5 Option

January 25, 2021 S-1/A

- S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 25, 2021.

January 19, 2021 CORRESP

-

CONFIDENTIAL TREATMENT REQUESTED BY ON24, INC. January 19, 2021 VIA EDGAR AND OVERNIGHT DELIVERY Division of Corporation Finance United States Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Attention: Larry Spirgel Jeff Kauten Stephen Krikorian Amanda Kim Re: ON24, Inc. Registration Statement on Form S-1 File No. 333-251967 Filed January 8, 2021 Ladies and Gentlemen: We

January 8, 2021 EX-10.9

Office Lease Agreement, dated January 2, 2018, by and between the Registrant and 50 Beale Street, LLC.

EX-10.9 Exhibit 10.9 OFFICE LEASE AGREEMENT Between Landlord: 50 BEALE STREET, LLC, a Delaware limited liability company and Tenant: ON24, INC., a Delaware corporation 50 BEALE STREET SAN FRANCISCO, CALIFORNIA TABLE OF CONTENTS Page 1. Premises and Common Areas 1 2. Term 2 3. Landlord’s Failure to Give Possession 3 4. Quiet Enjoyment 3 5. Base Rent 4 6. Operating Expenses and Taxes 5 7. Late Charg

January 8, 2021 EX-3.1

Amended and Restated Certificate of Incorporation, as currently in effect.

EX-3.1 Exhibit 3.1 COMPOSITE CERTIFICATE OF INCORPORATION REFLECTING ALL AMENDMENTS TO DATE OF ON24, INC. ARTICLE I The name of the Corporation is ON24, Inc. ARTICLE II The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. The name of its registered agent at such address is Corporation Serv

January 8, 2021 EX-1.1

Form of Underwriting Agreement.

EX-1.1 Exhibit 1.1 ON24, Inc. Common Stock, par value $0.0001 per share Underwriting Agreement , 2021 Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198. c/o J.P. Morgan Securities LLC, 383 Madi

January 8, 2021 EX-10.7

Tenth Amended and Restated Investors’ Rights Agreement, dated April 12, 2019, by and among the Registrant and certain of its stockholders.

EX-10.7 Exhibit 10.7 ON24, INC. TENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT This Tenth Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 12th day of April, 2019, by and among ON24, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Class A-1 Preferred Stock, Class A-2 Preferred Stock, and Class B Preferred Stock listed on Exhibi

January 8, 2021 S-1

Power of Attorney (included on the signature page).

S-1 Table of Contents As filed with the Securities and Exchange Commission on January 8, 2021.

January 8, 2021 EX-10.5

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.

EX-10.5 Exhibit 10.5 ON24, Inc. INDEMNIFICATION AGREEMENT This Indemnification Agreement, dated [ ], 202[ ], is made between ON24, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its sub

January 8, 2021 EX-10.10

Fifth Amended and Restated Loan and Security Agreement, dated January 16, 2019, by and between the Registrant and Comerica Bank.

EX-10.10 Exhibit 10.10 EXECUTION VERSION ON24, INC. FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of January 16, 2019, by and between Comerica Bank (“Bank”) and On24, Inc. (“Borrower”). RECITALS A. Borrower and Bank are parties to that certain Fourth Amended and Restated Loan and Security Agr

January 8, 2021 EX-10.12

Non-Employee Director Compensation Policy

EX-10.12 Exhibit 10.12 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 1. Introduction Each member of the Board of Directors (the “Board”) of ON24 Inc. (“ON24”) who is a non-employee director of ON24 (each such member, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (“Policy”) for his or her Board service. This Policy may be amended at

January 8, 2021 EX-10.2

ON24, Inc. 2014 Stock Option Plan, as amended, and form of stock option agreement thereunder.

EX-10.2 Exhibit 10.2 ON24, INC. 2014 STOCK PLAN TABLE OF CONTENTS Page 1. Establishment, Purpose and Term of Plan 1 1.1 Establishment 1 1.2 Purpose 1 1.3 Term of Plan 1 2. Definitions and Construction 1 2.1 Definitions 1 2.2 Construction 6 3. Administration 6 3.1 Administration by the Board 6 3.2 Authority of Officers 6 3.3 Powers of the Board 7 3.4 Administration with Respect to Insiders 7 3.5 In

January 8, 2021 EX-21.1

List of Subsidiaries of the Registrant.

EX-21.1 Exhibit 21.1 ON24, Inc. Subsidiaries Entity name Country ON24 AUSTRALIA PTY LTD Australia ON24 Japan GK Japan ON24 PTE. LTD. Singapore ON24 LIMITED United Kingdom

January 8, 2021 EX-3.3

Amended and Restated Certificate of Incorporation to be effective upon IPO.

EX-3.3 Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ON24, INC. a Delaware corporation (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) ON24, Inc., (the “Corporation”) a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: 1. Th

January 8, 2021 EX-3.2

Amended and Restated Bylaws, as currently in effect.

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ON24, INC. ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place within or without the State of Delaware as may be designated from time to time by the Board of Directors, the President or Chief Executive Officer. 1.2 Annual Meeting. The annual meeting of stockholders for the election of directors and

January 8, 2021 EX-10.6

Form of Offer Letter between the Registrant and certain of its executive officers.

EX-10.6 11 d80876dex106.htm EX-10.6 Exhibit 10.6 [Date] [Full Name] Dear [Name], On behalf of ON24, Inc. (the “Company”), I am pleased to [confirm the terms of your ongoing employment in] [offer you] the position of [Position]. Speaking for myself, as well as the other members of the Company’s management team, we look forward to your [continued] success in this position. Except as provided below,

January 8, 2021 EX-10.4

ON24, Inc. 2021 Employee Stock Purchase Plan.

EX-10.4 Exhibit 10.4 ON24, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN TABLE OF CONTENTS Page 1. Establishment, Purpose and Term of Plan 1 1.1 Establishment 1 1.2 Purpose 1 1.3 Term of Plan 1 2. Definitions and Construction 1 2.1 Definitions 1 2.2 Construction 6 3. Administration 6 3.1 Administration by the Committee 6 3.2 Authority of Officers 6 3.3 Power to Adopt Sub-Plans 7 3.4 Power to Vary Terms w

January 8, 2021 EX-10.1

ON24, Inc. 2000 Stock Option Plan, as amended, and form of stock option agreement thereunder.

EX-10.1 Exhibit 10.1 ON24, INC. 2000 STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this 2000 Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company’s business. Options granted under the

January 8, 2021 EX-10.8

Form of Executive Severance Agreement.

EX-10.8 Exhibit 10.8 [DATE] [EMPLOYEE] [ADDRESS] [ADDRESS] Dear [EMPLOYEE]: You are currently employed by ON24, Inc. (“ON24” or the “Company”) pursuant to the terms of a written agreement with the Company dated [DATE] (the “Agreement”). The Agreement sets forth, or may set forth, certain severance benefits that you are entitled to receive under specified circumstances, subject to terms and conditi

January 8, 2021 EX-10.11

Consulting Agreement, dated July 1, 2010, by and between the Registrant and InfoHorizon, LLC, and the related Statement of Work Number One, dated July 1, 2010.

EX-10.11 Exhibit 10.11 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is effective as of July 1, 2010 (the “Effective Date”) between ON24, Inc., with an office located at 201 3rd Street, 3rd Floor, San Francisco, CA 94103 (hereinafter referred to as the “Company”), and InfoHorizon, LLC, an Ohio limited liability company with offices located at 6548 Dorset Ln, Solon, OH 44139 (he

January 8, 2021 EX-3.4

Amended and Restated Bylaws to be effective upon IPO.

EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF ON24, INC. Effective as of ARTICLE I CORPORATE OFFICES 1.1 Registered Office. The address of the registered office of ON24, Inc. (the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Corporation’s certificate of incorporation, as the same may be amended and/or restated from

December 21, 2020 EX-10.12

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Exhibit 10.12 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 1. Introduction Each member of the Board of Directors (the ?Board?) of ON24 Inc. (?ON24?) who is a non-employee director of ON24 (each such member, a ?Non-Employee Director?) will receive the compensation described in this Non-Employee Director Compensation Policy (?Policy?) for his or her Board service. This Policy may be amended at any time

December 21, 2020 DRS/A

As confidentially submitted to the Securities and Exchange Commission on December 21, 2020. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confiden

Table of Contents As confidentially submitted to the Securities and Exchange Commission on December 21, 2020.

December 21, 2020 EX-10.6

[Full Name]

Exhibit 10.6 [Date] [Full Name] Dear [Name], On behalf of ON24, Inc. (the ?Company?), I am pleased to [confirm the terms of your ongoing employment in] [offer you] the position of [Position]. Speaking for myself, as well as the other members of the Company?s management team, we look forward to your [continued] success in this position. Except as provided below, this letter agreement amends and sup

December 21, 2020 DRSLTR

-

December 21, 2020 VIA EDGAR AND OVERNIGHT COURIER Office of Technology Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

December 21, 2020 EX-10.8

Addendum A ON24, Inc. Severance Program Agreement Claims Procedure

Exhibit 10.8 [DATE] [EMPLOYEE] [ADDRESS] [ADDRESS] Dear [EMPLOYEE]: You are currently employed by ON24, Inc. (?ON24? or the ?Company?) pursuant to the terms of a written agreement with the Company dated [DATE] (the ?Agreement?). The Agreement sets forth, or may set forth, certain severance benefits that you are entitled to receive under specified circumstances, subject to terms and conditions set

December 7, 2020 EX-10.5

ON24, Inc. INDEMNIFICATION AGREEMENT

Exhibit 10.5 ON24, Inc. INDEMNIFICATION AGREEMENT This Indemnification Agreement, dated [ ], 202[ ], is made between ON24, Inc., a Delaware corporation (the ?Company?), and [ ] (the ?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiarie

December 7, 2020 EX-10.11

CONSULTING AGREEMENT

Exhibit 10.11 CONSULTING AGREEMENT This Consulting Agreement (this ?Agreement?) is effective as of July 1, 2010 (the ?Effective Date?) between ON24, Inc., with an office located at 201 3rd Street, 3rd Floor, San Francisco, CA 94103 (hereinafter referred to as the ?Company?), and InfoHorizon, LLC, an Ohio limited liability company with offices located at 6548 Dorset Ln, Solon, OH 44139 (hereinafter

December 7, 2020 DRSLTR

-

December 7, 2020 VIA EDGAR AND OVERNIGHT COURIER Office of Technology Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

December 7, 2020 DRS/A

As confidentially submitted to the Securities and Exchange Commission on December 7, 2020. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confident

DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on December 7, 2020. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 RE

October 28, 2020 EX-3.2

AMENDED AND RESTATED BYLAWS OF ON24, INC. ARTICLE I

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ON24, INC. ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place within or without the State of Delaware as may be designated from time to time by the Board of Directors, the President or Chief Executive Officer. 1.2 Annual Meeting. The annual meeting of stockholders for the election of directors and for th

October 28, 2020 EX-3.1

COMPOSITE CERTIFICATE OF INCORPORATION REFLECTING ALL AMENDMENTS TO DATE ON24, INC. ARTICLE I

EX-3.1 2 filename2.htm Exhibit 3.1 COMPOSITE CERTIFICATE OF INCORPORATION REFLECTING ALL AMENDMENTS TO DATE OF ON24, INC. ARTICLE I The name of the Corporation is ON24, Inc. ARTICLE II The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. The name of its registered agent at such address is

October 28, 2020 EX-3.4

AMENDED AND RESTATED BYLAWS ON24, INC. Effective as of ARTICLE I CORPORATE OFFICES

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF ON24, INC. Effective as of ARTICLE I CORPORATE OFFICES 1.1 Registered Office. The address of the registered office of ON24, Inc. (the ?Corporation?) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Corporation?s certificate of incorporation, as the same may be amended and/or restated from time to

October 28, 2020 EX-10.1

ON24, INC. 2000 STOCK OPTION PLAN

EX-10.1 6 filename6.htm Exhibit 10.1 ON24, INC. 2000 STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this 2000 Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company’s business. Options g

October 28, 2020 EX-21.1

ON24, Inc. Subsidiaries Entity name Country ON24 AUSTRALIA PTY LTD Australia ON24 Japan GK Japan ON24 PTE. LTD. Singapore ON24 LIMITED United Kingdom

Exhibit 21.1 ON24, Inc. Subsidiaries Entity name Country ON24 AUSTRALIA PTY LTD Australia ON24 Japan GK Japan ON24 PTE. LTD. Singapore ON24 LIMITED United Kingdom

October 28, 2020 EX-10.9

OFFICE LEASE AGREEMENT Landlord: 50 BEALE STREET, LLC, a Delaware limited liability company Tenant: ON24, INC., a Delaware corporation 50 BEALE STREET SAN FRANCISCO, CALIFORNIA

EX-10.9 9 filename9.htm Exhibit 10.9 OFFICE LEASE AGREEMENT Between Landlord: 50 BEALE STREET, LLC, a Delaware limited liability company and Tenant: ON24, INC., a Delaware corporation 50 BEALE STREET SAN FRANCISCO, CALIFORNIA TABLE OF CONTENTS Page 1. Premises and Common Areas 1 2. Term 2 3. Landlord’s Failure to Give Possession 3 4. Quiet Enjoyment 3 5. Base Rent 4 6. Operating Expenses and Taxes

October 28, 2020 EX-10.10

ON24, INC. FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.10 EXECUTION VERSION ON24, INC. FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Agreement?) is entered into as of January 16, 2019, by and between Comerica Bank (?Bank?) and On24, Inc. (?Borrower?). RECITALS A. Borrower and Bank are parties to that certain Fourth Amended and Restated Loan and Security Agreement da

October 28, 2020 EX-3.3

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ON24, INC. a Delaware corporation (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ON24, INC. a Delaware corporation (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) ON24, Inc., (the ?Corporation?) a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?DGCL?), DOES HEREBY CERTIFY: 1. That the

October 28, 2020 EX-10.7

ON24, INC. TENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Exhibit 10.7 ON24, INC. TENTH AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT This Tenth Amended and Restated Investors? Rights Agreement (the ?Agreement?) is made as of the 12th day of April, 2019, by and among ON24, Inc., a Delaware corporation (the ?Company?), the holders of the Company?s Class A-1 Preferred Stock, Class A-2 Preferred Stock, and Class B Preferred Stock listed on Exhibit A here

October 28, 2020 EX-10.2

ON24, INC. 2014 STOCK PLAN TABLE OF CONTENTS Page 1. Establishment, Purpose and Term of Plan 1 1.1 Establishment 1 1.2 Purpose 1 1.3 Term of Plan 1 2. Definitions and Construction 1 2.1 Definitions 1 2.2 Construction 6 3. Administration 6 3.1 Adminis

Exhibit 10.2 ON24, INC. 2014 STOCK PLAN TABLE OF CONTENTS Page 1. Establishment, Purpose and Term of Plan 1 1.1 Establishment 1 1.2 Purpose 1 1.3 Term of Plan 1 2. Definitions and Construction 1 2.1 Definitions 1 2.2 Construction 6 3. Administration 6 3.1 Administration by the Board 6 3.2 Authority of Officers 6 3.3 Powers of the Board 7 3.4 Administration with Respect to Insiders 7 3.5 Indemnific

October 28, 2020 DRS

As confidentially submitted to the Securities and Exchange Commission on October 27, 2020. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confident

DRS 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on October 27, 2020. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGI

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