ONTF on NYSE

ON24

Cloud-based platform

ON24 Inc., a San Francisco-based company, is a cloud-based platform that develops and sells web-based webinar, virtual conferencing, content hub, and landing page applications as a service for marketing and sales teams in B2B organizations. In 2023 it expanded its offerings to include generative AI services. Headquartered in San Francisco, ON24 has offices globally in North America, EMEA, and APAC.3 Its shares trade on NYSE under the symbol ONTF.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

1998Founded1

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  • TickerONTF on NYSE1
  • IndustrySaaS, software as a service1
  • HeadquartersSan Francisco1
  • Websitewww.on24.com
  • Incorporated inDE5
  • Business address301 Howard Street, Suite 1100, San Francisco, Ca5
  • Filer category, Emerging growth company5
  • Legal formCorporation4
  • LEI254900S6S9YKYTO9Q9644
  • StatusActive4
  • LEI statusIssued and current4
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States4
  • Registered withDivision of Corporations, Department of State, 28435684

ON24 Inc., a San Francisco-based company, is a cloud-based platform that develops and sells web-based webinar, virtual conferencing, content hub, and landing page applications as a service for marketing and sales teams in B2B organizations. In 2023 it expanded its offerings to include generative AI services.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

74.6%Gross margin8
-25.7%Operating margin8
-20.7%Net margin8
-5.9%Revenue growth, 20258
-20.7%Return on equity8
$4.0MFree cash flow8

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue25¢$35.3M
  • Research and development24¢$33.0M
  • Other costs51¢$70.6M
  • Income tax0¢$398.0K

Out of $139.3M in revenue.8 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending14¢$3.5M
  • Share buybacks86¢$22.1M

Out of $7.5M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.8

Financial statements

Revenue91011128$139.3M in 2025+56% since 2019
0$100.0M$200.0M$300.0M2019: $89.1M$89.1M20192020: $156.9M$156.9M2020+76%2021: $203.6M$203.6M2021+30%2022: $190.9M$190.9M2022−6%2023: $163.7M$163.7M2023−14%2024: $148.1M$148.1M2024−10%2025: $139.3M$139.3M2025−6%
Gross profit91011128$104.0M in 2025+68% since 2019
0$50.0M$100.0M$150.0M$200.0M2019: $62.0M$62.0M20192020: $123.6M$123.6M2020+99%2021: $156.2M$156.2M2021+26%2022: $138.1M$138.1M2022−12%2023: $117.4M$117.4M2023−15%2024: $110.1M$110.1M2024−6%2025: $104.0M$104.0M2025−6%
Operating income91011128-$35.8M in 2025+122% since 2019
-$75.0M-$50.0M-$25.0M0$25.0M2019: -$16.1M-$16.1M20192020: $21.8M$21.8M20202021: -$23.6M-$23.6M20212022: -$59.6M-$59.6M2022+153%2023: -$62.0M-$62.0M2023+4%2024: -$50.7M-$50.7M2024−18%2025: -$35.8M-$35.8M2025−29%
Net income91011128-$28.9M in 2025+65% since 2019
-$60.0M-$40.0M-$20.0M0$20.0M$40.0M2019: -$17.5M-$17.5M20192020: $20.8M$20.8M20202021: -$24.3M-$24.3M20212022: -$58.2M-$58.2M2022+140%2023: -$51.8M-$51.8M2023−11%2024: -$42.2M-$42.2M2024−19%2025: -$28.9M-$28.9M2025−32%
Fiscal year2019202020212022202320242025
Revenue$89.1M9$156.9M10$203.6M11$190.9M12$163.7M8$148.1M8$139.3M8
Cost of revenue$27.1M9$33.3M10$47.4M11$52.8M12$46.3M8$38.0M8$35.3M8
Gross profit$62.0M9$123.6M10$156.2M11$138.1M12$117.4M8$110.1M8$104.0M8
Research and development$15.7M9$19.3M10$34.8M11$44.1M12$41.1M8$36.2M8$33.0M8
Operating expenses$179.8M11$197.7M12$179.4M8$160.7M8$139.7M8
Operating income-$16.1M9$21.8M10-$23.6M11-$59.6M12-$62.0M8-$50.7M8-$35.8M8
Interest$1.0M9$869.0K10$464.0K11$181.0K11$93.0K11
Income before tax-$24.5M11-$57.2M12-$50.8M8-$41.5M8-$28.5M8
Income tax$355.0K9$297.0K10-$285.0K11$958.0K12$995.0K8$633.0K8$398.0K8
Net income-$17.5M9$20.8M10-$24.3M11-$58.2M12-$51.8M8-$42.2M8-$28.9M8
Earnings per share-$3.689$0.4010-$0.5711-$1.2312-$1.168-$1.018-$0.688
Earnings per share (diluted)-$3.689$0.3510-$0.5711-$1.2312-$1.168-$1.018-$0.688
Shares (weighted, basic)43.6M shares1147.5M shares1244.6M shares841.8M shares842.4M shares8
Shares (weighted, diluted)43.6M shares1147.5M shares1244.6M shares841.8M shares842.4M shares8

Compare ON24 with another company

Corporate structure

ON24 sits at the top of its group. 6 entities, 5 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of ON24

  • Indaba Capital Management, L.P. Filed SCHEDULE 13D/A on ON24, latest Apr 3, 2026 (8 filings since Feb 14, 2022)
  • Lynrock Lake LP Filed SCHEDULE 13D/A on ON24, latest Apr 2, 2026 (10 filings since Feb 14, 2022)
  • Sharat Sharan Filed SCHEDULE 13G/A on ON24, latest Apr 2, 2026 (4 filings since Feb 14, 2022)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on ON24, latest Jan 30, 2026 (4 filings since Feb 10, 2022)
  • BlackRock Filed SCHEDULE 13G/A on ON24, latest Apr 17, 2025 (3 filings since Feb 3, 2023)
  • Greenhouse Funds LLLP Filed SC 13G/A on ON24, latest Feb 14, 2024 (2 filings since Jan 26, 2023)
  • Goldman Sachs Filed SC 13G/A on ON24, latest Feb 8, 2023 (2 filings since Feb 11, 2022)
  • ON24 San Francisco, California, United States
    • ON24 AUSTRALIA PTY LTD Subsidiary · Australia
    • ON24 Germany GmbH Subsidiary · Germany
    • ON24 Japan GK Subsidiary · Japan
    • ON24 Target Subsidiary
    • Vibbio AS Subsidiary · Norway

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; subsidiaries, stakes and holdings from Wikidata (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What ON24 reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, net$5.0M8 Dec 31, 2025$6.7M8 Dec 31, 2024−25.2%
Finance-lease assets$116.0K8 Dec 31, 2025$08 Dec 31, 2024
Operating-lease assets (leased space)$5.3M8 Dec 31, 2025$2.3M8 Dec 31, 2024+132.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$37.0M8 Dec 31, 2025$14.9M8 Dec 31, 2024+147.9%
Marketable securities, current$130.5M8 Dec 31, 2025$167.8M8 Dec 31, 2024−22.2%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, gross$2.3M8 Dec 31, 2025$2.1M8 Dec 31, 2024+12.5%
Accumulated amortization$2.2M8 Dec 31, 2025$1.4M8 Dec 31, 2024+53.5%
Finite-lived intangibles, net$156.0K8 Dec 31, 2025$660.0K8 Dec 31, 2024−76.4%

Properties, in its own words

Our corporate headquarters is located in San Francisco, California. We currently lease 15,653 square feet of office space pursuant to leases expiring in March 2031. We also lease facilities in Charlotte, London and Sydney pursuant to leases expiring in July 2026, July 2035 and April 2027, respectively. We believe our facilities are suitable to meet our current needs.

Item 2 of the 10-K filed Mar 12, 2026.16

The story

ON24 was founded in 1998 by Csaba Fikker, Bill Bales and Nina Chen as NewsDirect Inc., to become a distribution center for Internet-based video press releases. After an initial investment the co-founders and board of Directors hired Sharat Sharan as a CEO. In 1999, with Sharat Sharan as CEO the company rebranded to be known as ON24 and focused on being an online financial news streaming media source. Following the dot com-bust in 2001, the company started concentrating solely on its webcasting platform. In August 2002, ON24 discontinued its news operation.

In 2006, ON24 began its global expansion with presence in the US, the UK, Australia, Singapore and Spain. In 2008, the company launched its virtual event platform, ON24 Virtual Show, expanding the company's focus to include trade shows, conferences, and events.

The company completed an initial public offering in February 2021 of 9,845,069 shares of common stock at $50.00 per share, generating gross proceeds of approximately $492.3 million.

Between June 2023 and January 2024, ON24 launched its AI-powered service, Analytics and Content Engine (ACE)

From Wikipedia’s article on ON24, shared under CC BY-SA 4.0.6

Leadership

Who has led ON24, and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. Steven Vattuone2021–now
200020052010201520202025
Board members and other officers (12)

Products and brands

ON24 leverages HTTP-based live streaming (HLS) technology to stream live webinars and virtual events via 2500k and 300k video bit rates.

ON24 integrates with a range of Marketing Automation Platforms (MAPs) such as Hubspot, Zapier, and Workato and Customer Relationship Management solutions (CRM).

From Wikipedia’s article on ON24, shared under CC BY-SA 4.0.6

Subsidiaries and ownership

Subsidiaries

  • ON24 Target

Subsidiaries (Exhibit 21)

  • ON24 AUSTRALIA PTY LTD Australia7
  • ON24 Germany GmbH Germany7
  • ON24 Japan GK Japan7
  • ON24 LIMITED United Kingdom7
  • ON24 PTE. LTD. Singapore7
  • Vibbio AS Norway7

From Wikidata.1 The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • ON24 INCJun 20, 2002 to Feb 2, 20215

Timeline

  1. Apr 1, 20268-K Ended a material agreement; Completed an acquisition or sale; Listing notice or transfer31
  2. Mar 27, 20268-K Shareholder vote32
  3. Mar 19, 20268-K Other events33
  4. Feb 25, 20268-K Results of operations34
  5. Feb 19, 20268-K Other events35
  6. Dec 30, 20258-K Regulation FD disclosure36
  7. Dec 30, 20258-K Entered a material agreement37
  8. Nov 10, 20258-K Results of operations; Regulation FD disclosure38
  9. Aug 7, 20258-K Results of operations39
  10. Jun 20, 20258-K Shareholder vote40
  11. May 7, 20258-K Results of operations; Other events41
  12. Feb 25, 20258-K Results of operations42
  13. Feb 2, 2021New chief executive Sharat Sharan becomes CEO17
  14. 1998Founded Founded1

Calendar

When it reported results

  1. Feb 25, 2026Reported quarterly or annual results34
  2. Nov 10, 2025Reported quarterly or annual results38
  3. Aug 7, 2025Reported quarterly or annual results39
  4. May 7, 2025Reported quarterly or annual results41
  5. Feb 25, 2025Reported quarterly or annual results42
  6. Nov 7, 2024Reported quarterly or annual results43
  7. Aug 6, 2024Reported quarterly or annual results44
  8. May 7, 2024Reported quarterly or annual results45

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

594 filings to the SEC since October 2021: 6 annual reports, 13 quarterly reports, 40 major events, 306 insider forms, 33 large holders, 196 other. The latest 20:

  1. Apr 13, 202615-12G EDGAR
  2. Apr 3, 2026SCHEDULE 13D/A EDGAR
  3. Apr 2, 20264 PRIMARY DOCUMENT EDGAR
  4. Apr 2, 20264 PRIMARY DOCUMENT EDGAR
  5. Apr 2, 20264 PRIMARY DOCUMENT EDGAR
  6. Apr 2, 20264 PRIMARY DOCUMENT EDGAR
  7. Apr 2, 20264 PRIMARY DOCUMENT EDGAR
  8. Apr 2, 2026SCHEDULE 13D/A EDGAR
  9. Apr 2, 20264 PRIMARY DOCUMENT EDGAR
  10. Apr 2, 20264 PRIMARY DOCUMENT EDGAR
  11. Apr 2, 20264 PRIMARY DOCUMENT EDGAR
  12. Apr 2, 20264 EDGAR
  13. Apr 2, 20264 PRIMARY DOCUMENT EDGAR
  14. Apr 2, 2026SCHEDULE 13G/A EDGAR
  15. Apr 2, 20264 PRIMARY DOCUMENT EDGAR
  16. Apr 1, 2026S-8 POS EDGAR
  17. Apr 1, 2026S-8 POS EDGAR
  18. Apr 1, 2026S-8 POS EDGAR
  19. Apr 1, 2026S-8 POS EDGAR
  20. Apr 1, 2026S-8 POS EDGAR

The 594 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

341 open-market trades by officers, directors and large owners since October 2021: 35 buys and 306 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 20, 2026Blackie JamesChief Revenue OfficerSale3,117$8.07$25.2KForm 4
Mar 20, 2026Sahasi JayeshEV President, Product and CTOSale3,662$8.07$29.6KForm 4
Mar 20, 2026Sharan SharatPresident and Chief ExecutiveSale17,171$8.07$138.6KForm 4
Mar 20, 2026Vattuone StevenChief Financial OfficerSale3,429$8.07$27.7KForm 4
Mar 3, 2026Vattuone StevenChief Financial OfficerSale22,013$8.03$176.8KForm 4
Mar 2, 2026Blackie JamesChief Revenue OfficerSale20,277$8.01$162.4KForm 4
Mar 2, 2026Sahasi JayeshEV President, Product and CTOSale21,617$8.01$173.2KForm 4
Mar 2, 2026Sharan SharatPresident and Chief ExecutiveSale15,679$8.01$125.6KForm 4
Mar 2, 2026Vattuone StevenChief Financial OfficerSale22,884$8.01$183.3KForm 4
Feb 11, 2026Vattuone StevenChief Financial OfficerSale422$7.92$3.3KForm 4
Feb 10, 2026Blackie JamesChief Revenue OfficerSale240$7.93$1.9KForm 4
Feb 10, 2026Sahasi JayeshEV President, Product and CTOSale250$7.93$2.0KForm 4
Feb 10, 2026Sharan SharatPresident and Chief ExecutiveSale2,310$7.93$18.3KForm 4
Feb 10, 2026Vattuone StevenChief Financial OfficerSale325$7.93$2.6KForm 4
Dec 31, 2025Sharan SharatPresident and Chief ExecutiveSale50,332$7.97$401.1KForm 4
Dec 30, 2025Blackie JamesChief Revenue OfficerSale16,000$7.96$127.4KForm 4
Dec 30, 2025Sahasi JayeshEV President, Product and CTOSale34,753$7.98$277.3KForm 4
Dec 30, 2025Vattuone StevenChief Financial OfficerSale80,000$7.98$638.4KForm 4
Dec 17, 2025Sharan SharatPresident and Chief ExecutiveSale19,119$5.82$111.3KForm 4
Dec 9, 2025Vattuone StevenChief Financial OfficerSale7,010$6.04$42.3KForm 4

All 341 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Sharat Sharan62$520.0K$8.3M53
2024Steven Vattuone57$383.0K$2.9M53
2024James Blackie60$475.0K$2.5M53
2023Chief Revenue Officer$475.0K$2.6M53
2023Chief Executive Officer$520.0K$951.4K53

SEC filer profile

How ON24 is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARON24 INC.2
  • CIK0001110611
  • Employer ID (EIN)94-329259916
  • Filer statusAccelerated filer an emerging growth company; not a smaller reporting company; not a shell company16
  • Incorporated inDelaware16
  • Fiscal year endsDecember 312
  • Industry code (SIC)7372 Services-Prepackaged Software2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address301 Howard Street, Suite 1100, San Francisco, CA2
  • Phone(415) 369-80002
  • Shares outstanding42,993,702 as of Mar 19, 202654
  • Public float$140.0M as of Jun 30, 202516
  • AuditorKPMG LLP, Santa Clara, California PCAOB ID 185; no auditor attestation of internal control over financial reporting16
  • On EDGAR sinceJun 20, 20022
  • Filings668 in all: 4 (327), 144 (165), 8-K (46), 3 (19), 10-Q (15), DEFA14A (12), SC 13G/A (8), SC 13G (7)2
    All 36 form types

    SCHEDULE 13D/A (7), 10-K (6), SC 13D/A (6), S-8 (5), S-8 POS (5), CORRESP (4), DEF 14A (4), REGDEX (4), SCHEDULE 13G/A (3), UPLOAD (3), 144/A (2), DRS/A (2), DRSLTR (2), SC 13D (2), 10-K/A (1), 15-12G (1), 25-NSE (1), 424B4 (1), 8-A12B (1), CERT (1), DEFM14A (1), DRS (1), EFFECT (1), PRE 14A (1), PREM14A (1), REGDEX/A (1), S-1 (1), S-1/A (1)

  • Latest filingsAnnual report (10-K) Mar 12, 2026
    Quarterly report (10-Q) Nov 10, 2025
    Proxy statement (DEF 14A) Apr 29, 2025
    Latest 8-K (8-K) Apr 1, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.0001 per shareONTFNew York Stock Exchange

From the cover page of the 10-K filed Mar 12, 2026 (Section 12(b) of the Exchange Act).16

Risk factors and legal proceedings

The risks ON24 names in Item 1A of its 10-K filed Mar 12, 2026: 62 risks under these headings, as written.16

  • Risks Related to Our Business and Our Industry
  • Our revenue has decreased in recent years following a period of rapid growth, and we may not be able to increase our revenue in future periods.
  • Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.
  • Failure to attract new customers or retain, expand the usage of, and upsell our products to existing customers would harm our business and growth prospects.
  • Competition in our markets is intense, and if we do not compete effectively, our operating results could be harmed.
  • Adverse or weakened general economic, political and market conditions may cause a reduction in spending on sales and marketing technology, which could harm our revenue, results of operations, and cash flows.
  • A decline in demand for our solutions or for live engagement technologies in general could harm our business.
  • We have a history of net losses, and we may increase our expenses in the future, which could prevent us from achieving or maintaining profitability.
  • The failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our platform.
  • Issues with the use of AI in our platform may result in reputational harm or liability, or could otherwise adversely affect our business.
  • We rely heavily on third parties for parts of our computing, storage, processing, application integration and similar services. Any disruption of or interference with our use of these third-party services could have an adverse effect on our business, financial condition, and operating results.
  • Cybersecurity-related attacks, significant data breaches or disruptions of the information technology systems or networks on which we rely could negatively affect our business.
The other 51 risks
  • Interruptions, delays or outages in service from the hosting facilities we use for our technology or infrastructure could impair the delivery and the functionality of our solutions, which may harm our business.
  • We may not be able to respond to rapid technological changes, extend our platform or develop new features.
  • Our sales cycle with Enterprise customers can be long and unpredictable.
  • We have significant operations outside the United States, where we may be subject to increased business and economic risks that could harm our business.
  • We recognize revenue from subscriptions to our platform over the terms of the subscriptions. Consequently, increases or decreases in new sales are generally not immediately reflected in our results of operations and may be difficult to discern.
  • Our ability to sell subscriptions to our products could be harmed by real or perceived material defects or errors in our platform or by other matters that may interrupt the availability of our platform or cause performance issues.
  • The experience of our customers and their users depends upon the interoperability of our platform across devices, operating systems and third-party applications that we do not control, and if we are not able to maintain and expand our relationships with third parties in order to integrate our platform with their products, our business may be harmed.
  • Our business depends on a strong brand, and if we are not able to maintain, enhance, and effectively promote our brand, our ability to expand our base of users will be impaired and our business will be harmed.
  • Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at a similar rate, if at all.
  • If we were to lose the services of our Chief Executive Officer or other members of our senior management team, we may not be able to execute our business strategy.
  • The failure to attract and retain additional qualified personnel could harm our business and culture and prevent us from executing our business strategy.
  • We may not successfully plan for future growth.
  • If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
  • Any failure to offer high-quality support may harm our relationships with our customers and, consequently, our business.
  • Our business could be disrupted by catastrophic events.
  • Our actual or perceived failure to comply with privacy laws could harm our business.
  • Evolving privacy laws may impact use and adoption of our platform and adversely affect our business.
  • We are subject to export and import controls, customs, sanctions, embargo, and anti-boycott laws and regulations that could seriously impair our ability to compete in international markets due to licensing requirements and subject us to liability if we are not in compliance with applicable laws and regulations.
  • We are subject to a variety of U.S. and non-U.S. laws and regulations, compliance with which could impair our ability to compete in domestic and international markets and non-compliance with which may result in claims, fines, penalties, and other consequences, all of which could adversely impact our operations, business, or performance.
  • We use open source software in our platform, which may subject us to litigation or other actions that could harm our business.
  • Our business may suffer if it is alleged or determined that our technology infringes the intellectual property rights of others.
  • Our failure to protect our intellectual property rights and proprietary information could diminish our brand and other intangible assets.
  • Our reported results of operations may be adversely affected by changes in accounting principles generally accepted in the United States.
  • We may acquire other companies, products and technologies, which could require significant management attention, disrupt our business or dilute stockholder value.
  • We may need additional capital, which may not be available on favorable terms, or at all.
  • Covenants in our loan agreement governing our revolving line of credit may restrict our operations, and our failure to comply with these covenants may adversely affect our business, results of operations and financial condition.
  • We may incur indebtedness, which could adversely affect our business and limit our ability to expand our business or respond to changes, and we may be unable to generate sufficient cash flow to satisfy our debt service obligations.
  • Our results of operations, which are reported in U.S. dollars, could be adversely affected if currency exchange rates fluctuate substantially in the future.
  • Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
  • We may be subject to liabilities on past sales for taxes, surcharges and fees.
  • We may have exposure to greater than anticipated tax liabilities, which could harm our business.
  • Risks Related to Ownership of Our Common Stock
  • Our share repurchases may not enhance long-term stockholder value, may increase the volatility of our stock prices and, as we implement it, will diminish our cash reserves.
  • The trading price of our common stock may be volatile or may decline steeply and suddenly regardless of our operating performance, and you could lose all or part of your investment.
  • The concentration of our stock ownership presents risks, including lack of liquidity in the trading market for our common stock and limitations on any individual stockholder's ability to influence corporate matters.
  • Substantial future sales of shares of our common stock by existing stockholders, or the perception that those sales may occur, could cause the market price of our common stock to decline.
  • Provisions in our organizational documents and certain rules imposed by regulatory authorities may delay or prevent our acquisition by a third party.
  • The provision of our Certificate of Incorporation designating the Court of Chancery in the State of Delaware and the federal district courts of the United States as the exclusive forums for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.
  • Our common stock market price and trading volume could decline if securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business or our market, if they adversely change their recommendations regarding our common stock or if our operating results do not meet their expectations or any financial guidance we may provide.
  • Actions of activist stockholders could impact the pursuit of our business strategies and adversely affect our results of operations, financial condition and/or share price.
  • We have incurred and will continue to incur costs as a result of being a public company and our management faces the demand of complying with the laws and regulations affecting public companies in the United States, which may harm our business, results of operations and financial condition.
  • We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.
  • Risks Related to the Merger
  • The Merger, the pendency of the Merger, our failure to consummate the Merger or a significant delay in the consummation of the Merger could have a material adverse effect on our business, results of operations, financial condition and the price of our common stock.
  • The Merger is subject to the approval of our stockholders as well as the satisfaction of certain closing conditions, including government consents and approvals, some or all of which may not be satisfied or completed within the expected timeframe, if at all.
  • We will be subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintain relationships with employees, customers and other third-party business partners.
  • While the Merger is pending and the Merger Agreement is in effect, we are subject to restrictions on our business activities.
  • The Merger Agreement contains provisions that could discourage a potential competing acquirer of the Company or could result in a competing acquisition proposal being at a lower price than it might otherwise be.
  • If the Merger Agreement is terminated, we may, under certain circumstances, be obligated to pay a termination fee to Parent. These costs could require us to use available cash that would have otherwise been available for other uses.
  • We have incurred, and will continue to incur, direct and indirect costs as a result of the Merger.
  • Litigation challenging the Merger Agreement may prevent the Merger from being consummated within the expected timeframe or at all.
  • If the Merger is completed, our stockholders will forgo the opportunity to benefit from potential future appreciation in the value of the Company.
  • If the Merger is not consummated on or before December 29, 2026, either we or Parent may terminate the Merger Agreement.

Legal proceedings

We, our Chief Executive Officer, our Chief Financial Officer, certain current and former members of our board of directors, and the underwriters that participated in our IPO are named as defendants in a consolidated putative class action, captioned In re ON24, Inc. Securities Litigation, 4:21-cv-08578-YGR (filed in November 2021), in the United States District Court for the Northern District of California. The consolidated complaint purports to assert claims under Sections 11 and 15 of the Securities Act of 1933 on behalf of all persons and entities that purchased, or otherwise acquired, our common stock issued in connection with our IPO. The complaint alleges that our registration statement and prospectus contained untrue statements of material fact and/or omitted material facts about ON24’s growth and customer base. The plaintiff seeks, among other things, an award of damages and attorneys’ fees and costs. The defendants filed a motion to dismiss the complaint in May 2022, which the district court granted with leave to amend in July 2023. Plaintiff filed its amended complaint in September 2023, and the defendants filed a motion to dismiss the amended complaint in October 2023. In March 2024, the district court granted the defendants’ motion to dismiss with prejudice. In January 2026, the Court of Appeals for the Ninth Circuit affirmed in part and reversed the district court’s order. We then filed a petition for rehearing and rehearing en banc which was denied by the Ninth Circuit on March 9, 2026. We believe that the allegations in the amended complaint are without merit.

The opening of Item 3, Legal Proceedings.16

Sources

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