0001110611FALSE00011106112025-02-252025-02-25


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)
___________________
Delaware001-3996594-3292599
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
50 Beale Street, 8th Floor
San Francisco,
CA94105
(Address of principal executive offices)(Zip Code)
(415) 369-8000
(Registrant’s telephone number, including area code)
_______________________
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, par value $0.0001 per shareONTFThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company  ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


Item 2.02     Results of Operations and Financial Condition.
On February 25, 2025, ON24, Inc. (the “Company”), issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained in this report, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Exhibits
(d) Exhibits.
Exhibit No.Description
104
Cover Page Interactive Data File (formatted as Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 25, 2025
ON24, Inc.

By:/s/ Steven Vattuone
Steven Vattuone
Chief Financial Officer

Exhibit 99.1
on24logoa.jpg

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 retention in the past 3 years
SAN FRANCISCO--(BUSINESS WIRE)--ON24 (NYSE: ONTF), a leading intelligent engagement platform for B2B sales and marketing, today announced financial results for the fourth quarter and full year ended December 31, 2024.
“Our fourth quarter results marked the end of a year in which we improved our retention rates, executed on our product innovation roadmap, consistently exceeded our profitability targets, and laid the foundation for a return to growth,” said Sharat Sharan, co-founder and CEO of ON24. “We begin the year with renewed confidence in our business and a focus on returning to ARR growth in 2025. We expect to drive additional improvements in retention rates, positive momentum in our new and expansion business, continued customer winbacks, further product innovation, and positive cash flow.”
Fourth Quarter 2024 Financial Highlights
•Revenue:
◦Revenue from our Core Platform, including services, was $36.0 million.
◦Total revenue was $36.7 million.
•ARR:
◦Core Platform ARR of $127.3 million as of December 31, 2024.
◦Total ARR of $129.7 million as of December 31, 2024.
•GAAP Operating Loss was $11.8 million, compared to GAAP operating loss of $12.2 million in the fourth quarter of 2023.
•Non-GAAP Operating Loss was $0.4 million, compared to non-GAAP operating income of $0.2 million in the fourth quarter of 2023.
•GAAP Net Loss was $8.9 million, or $(0.21) per diluted share, compared to GAAP net loss of $9.9 million, or $(0.24) per diluted share in the fourth quarter of 2023.
•Non-GAAP Net Income was $2.5 million, or $0.06 per diluted share, compared to non-GAAP net income of $2.6 million, or $0.06 per diluted share in the fourth quarter of 2023.
•Adjusted EBITDA was $0.7 million.
•Cash Flow: Net cash provided by operating activities was $1.0 million, compared to $0.9 million used in operating activities in the fourth quarter of 2023. Free cash flow was $0.4 million for the quarter, compared to $(2.0) million in the fourth quarter of 2023.
•Cash, Cash Equivalents and Marketable Securities totaled $182.7 million as of December 31, 2024.











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Full Year 2024 Financial Highlights
•Revenue:
◦Revenue from our Core Platform, including services, was $144.9 million.
◦Total revenue was $148.1 million.
•GAAP Operating Loss was $50.7 million, compared to GAAP operating loss of $62.0 million in 2023.
•Non-GAAP Operating Loss was $2.4 million, compared to non-GAAP operating loss of $5.9 million in 2023.
•GAAP Net Loss was $42.2 million, or $(1.01) per diluted share, compared to GAAP net loss of $51.8 million, or $(1.16) per diluted share in 2023.
•Non-GAAP Net Income was $6.1 million, or $0.13 per diluted share, compared to non-GAAP net income of $4.3 million, or $0.09 per diluted share in 2023.
•Adjusted EBITDA was $2.0 million.
•Cash Flow: Net cash provided by operating activities was $4.8 million, compared to $12.2 million used in operating activities in 2023. Free cash flow was $2.6 million for the year, compared to $(14.4) million in 2023.
For more information regarding non-GAAP operating income (loss), non-GAAP net income (loss), adjusted EBITDA, and free cash flows, see the section titled “Non-GAAP Financial Measures” below. For reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measure, see the tables at the end of this press release.
Full Year 2024 Customer Metrics
As of December 31, 2024:
•Multi-Year Contracts: 51% of total ARR.
•Multi-Product Customers: 39% of customers are using two or more our products.
Recent Business Highlights:
•AI-powered ACE ARR reached a new high as a percentage of growth ARR bookings.
•Customer winback momentum continues.
•Received recognition and accolades including:
◦Ranked as a Top Engagement Platform for Sales and Marketing Teams in G2 Fall 2024 Report, recognized by customers for strong market presence and overall customer support and satisfaction.
◦Received the TrustRadius 2025 Buyers’ Choice Award, recognized by customers for our comprehensive features, demonstrated ROI and business impact.











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Financial Outlook
For the full year 2025, ON24 expects:
•Core Platform Revenue, including services, to be in the range of $136.3 million to $139.3 million.
•Total revenue of $138.6 million to $141.6 million.
•Non-GAAP operating loss of $5.5 million to $3.5 million.
•Non-GAAP net income per share of $0.02 to $0.05 using approximately 47.5 million diluted shares outstanding.
For the first quarter of 2025, ON24 expects:
•Core Platform Revenue, including services, to be in the range of $33.4 million to $33.9 million.
•Total revenue of $34.0 million to $34.5 million.
•Non-GAAP operating loss of $3.3 million to $2.3 million.
•Non-GAAP net loss per share of $(0.03) to $(0.01) using approximately 42.0 million basic and diluted shares outstanding.
◦Restructuring charge of $0.8 million to $1.0 million, excluded from above non-GAAP metrics.
Conference Call Information
ON24 will host a conference call and live webcast for analysts and investors today at 2:00 p.m. Pacific Time. Parties in the United States can access the call by dialing 877-497-9071 or 201-689-8727.
A webcast and management’s prepared remarks for today’s call will be accessible on ON24’s investor relations website at investors.on24.com. Approximately one hour after completion of the live call, an archived version of the webcast will be available on the Company’s investor relations website.
Definitions of Certain Key Business Metrics
Core Platform: The ON24 Core Platform products include:
ON24 Elite: live, interactive webinar experience that engages prospective customers in real-time and can be made available in an on-demand format.
ON24 Breakouts: live breakout room experience that facilitates networking, collaboration and interactivity between users.
ON24 Forums: live, interactive experience that facilitates video-to-video interaction between presenters and audiences.
ON24 Go Live: live, interactive video event experience that enables presenters and attendees to engage face-to-face in real-time and can also be made available in an on-demand format.
ON24 Engagement Hub: always-on, rich multimedia content experience that prospective customers can engage anytime, anywhere.
ON24 Target: personalize and curate, rich landing page experience that engages specific segments of prospective customers to drive desired action.
ON24 AI-powered ACE: the next generation AI-powered analytics and content engine.
Annual Recurring Revenue (“ARR”): ARR is calculated as the sum of the annualized value of our subscription contracts as of the measurement date, including existing customers with expired contracts that we expect to be renewed. Our ARR amounts exclude professional services, overages from subscription customers and Legacy revenue.











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Non-GAAP Financial Measures
In addition to our results determined in accordance with generally accepted accounting principles in the United States, or “GAAP”, we consider our non-GAAP operating income (loss), non-GAAP net income (loss), Adjusted EBITDA, and free cash flow in evaluating our operating performance. We define non-GAAP operating income (loss) as net income (loss) excluding, interest expense, other (income) expense, net, provision for income taxes, stock-based compensation, amortization of acquired intangible assets, shareholder activism related costs, restructuring costs, impairment charges for underutilized real estate, and certain other costs. We define non-GAAP net income (loss) as net income (loss) excluding stock-based compensation, amortization of acquired intangible assets, shareholder activism related costs, restructuring costs, charges for underutilized real estate, and certain other costs. We define Adjusted EBITDA as net income (loss) excluding interest expense, other (income) expense, net, provision for income taxes, depreciation and amortization, amortization of acquired intangible assets, amortization of cloud implementation costs, stock-based compensation, restructuring costs, impairment charges for underutilized real estate, and shareholder activism related costs. We define free cash flow as net cash provided by (used in) operating activities, less purchases of property and equipment.
We use non-GAAP operating income (loss), non-GAAP net income (loss), and Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes, and we use free cash flow to measure and evaluate cash generated through normal business operations. We believe non-GAAP operating income (loss), non-GAAP net income (loss), and Adjusted EBITDA may be helpful to investors because they provide consistency and comparability with past financial performance. We believe free cash flow may be helpful to investors because it reflects that some purchases of property and equipment are necessary to support ongoing operations, while providing a measure of cash available to acquire customers, expand within existing customers and otherwise pursue our business strategies.
However, these non-GAAP financial measures are each presented for supplemental informational purposes only, have limitations as analytical tools and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Non-GAAP financial measures have no standardized meanings prescribed by GAAP and are not prepared under a comprehensive set of accounting rules or principles. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measure as a tool for comparison.
We do not provide a quantitative reconciliation of the forward-looking non-GAAP financial measures included in this press release to the most directly comparable GAAP measures due to the high variability and difficulty to predict certain items excluded from these non-GAAP financial measures; in particular, the effects of stock-based compensation expense, and restructuring and transaction expenses. We expect the variability of these excluded items may have a significant, and potentially unpredictable, impact on our future GAAP financial results.
Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measure are included in the tables at the end of this press release.
Forward-Looking Statements
This document contains “forward-looking statements” under applicable securities laws. Such statements can be identified by words such as: “outlook,” “expect,” “target,” “believe,” “plan,” “future,” “may,” “should,” “will,” and similar references to future periods. Forward-looking statements include express or implied statements regarding our expected financial and operating results, the execution of our share repurchase program, the size of our market opportunity, the success of our new products and capabilities, including our new AI-powered ACE, and other statements regarding our ability to achieve our business strategies, growth, or other future events or conditions. Such statements are based on our current beliefs, expectations, and assumptions about future events or conditions, which are subject to inherent risks and uncertainties, including our ability to grow our revenue; fluctuation in our performance, our history of net losses and any increases in our expenses; our ability to attract new customers and expand sales to existing customers; competition and technological development in our markets and any decline in demand for our solutions or generally in our markets; adverse general economic and market conditions and spending on sales and marketing technology; our ability to expand our sales and marketing capabilities and achieve growth; the impact of any cybersecurity-related attack, significant data breach or disruption of the information technology systems or networks on which we rely; disruptions, interruptions, outages or other issues with our technology or our use of third-party services, data connectors and data centers; the impact of the resumption of in-person marketing activities on our customer growth rate; our sales cycle, our international presence and our timing of revenue recognition from our sales; interoperability with other devices, systems and applications; compliance with data privacy, import and export controls, customs, sanctions and other laws and regulations; intellectual property matters,











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including any infringements of third-party intellectual property rights by us or infringement of our intellectual property rights by third parties; and the market for, trading price of and other matters associated with our common stock; along with the other risks and uncertainties discussed in the filings we make from time to time with the Securities and Exchange Commission. Actual results may differ materially from those indicated in forward-looking statements, and you should not place undue reliance on them. All statements herein are based only on information currently available to us and speak only as of the date hereof. Except as required by law, we undertake no obligation to update any such statement.
About ON24
ON24 is on a mission to help businesses bring their go-to-market strategy into the AI era and drive cost-effective revenue growth. Through its leading intelligent engagement platform, ON24 enables customers to combine best-in-class experiences with personalization and content, to capture and act on connected insights at scale.
ON24 provides industry-leading companies, including 4 of the 5 largest global software companies, 3 of the 5 top global asset management firms, 3 of the 5 largest global pharmaceutical companies and 3 of the 5 largest global industrial companies, with a valuable source of first-party data to drive sales and marketing innovation, improve efficiency and increase business results. Headquartered in San Francisco, ON24 has offices globally in North America, EMEA and APAC. For more information, visit www.ON24.com.

© 2025 ON24, Inc. All rights reserved. ON24 and the ON24 logo are trademarks owned by ON24, Inc., and are registered in the United States Patent and Trademark Office and in other countries.











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ON24, INC.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands)
 December 31, 2024December 31, 2023
Assets
Current assets
Cash and cash equivalents
$14,933 $53,209 
Marketable securities
167,803 145,497 
Accounts receivable, net
28,616 37,939 
Deferred contract acquisition costs, current
10,784 12,428 
Prepaid expenses and other current assets
6,194 4,714 
Total current assets
228,330 253,787 
Property and equipment, net
6,673 5,371 
Operating right-of-use assets2,297 2,981 
Intangible asset, net660 1,305 
Deferred contract acquisition costs, non-current
12,199 15,756 
Other long-term assets
794 1,102 
Total assets
$250,953 $280,302 
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable
$2,746 $1,914 
Accrued and other current liabilities
16,394 16,907 
Deferred revenue
66,687 74,358 
Finance lease liabilities, current— 127 
Operating lease liabilities, current2,372 2,779 
Total current liabilities
88,199 96,085 
Operating lease liabilities, non-current1,016 2,483 
Other long-term liabilities2,326 1,517 
Total liabilities
91,541 100,085 
Stockholders’ equity
Common stock
4 4 
Additional paid-in capital
507,188 485,291 
Accumulated deficit
(347,669)(305,513)
Accumulated other comprehensive (loss) income(111)435 
Total stockholders’ equity
159,412 180,217 
Total liabilities and stockholders’ equity
$250,953 $280,302 











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ON24, INC.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except share and per share data)

 Three Months Ended December 31,Twelve Months Ended December 31,
 20242023
2024
2023
Revenue:
Subscription and other platform
$33,576 $35,752 $136,412 $149,882 
Professional services
3,104 3,585 11,669 13,826 
Total revenue
36,680 39,337 148,081 163,708 
Cost of revenue:
Subscription and other platform(1)(4)
6,523 7,406 28,037 34,751 
Professional services(1)(4)
2,831 2,604 9,975 11,512 
Total cost of revenue
9,354 10,010 38,012 46,263 
Gross profit
27,326 29,327 110,069 117,445 
Operating expenses:
Sales and marketing(1)(4)
19,048 20,645 78,077 89,200 
Research and development(1)(2)(4)
8,880 9,363 36,250 41,122 
General and administrative(1)(3)(4)
11,177 11,541 46,399 49,124 
Total operating expenses
39,105 41,549 160,726 179,446 
Loss from operations
(11,779)(12,222)(50,657)(62,001)
Interest expense
7 13 34 93 
Other income, net
(2,458)(2,820)(9,168)(11,303)
Loss before provision for income taxes
(9,328)(9,415)(41,523)(50,791)
(Benefit from) provision for income taxes
(456)460 633 995 
Net loss
(8,872)(9,875)(42,156)(51,786)
Net loss per share:
Basic and diluted
$(0.21)$(0.24)$(1.01)$(1.16)
Weighted-average shares used in computing net loss per share:
Basic and diluted
41,860,807 41,646,792 41,759,879 44,644,792 
(1)Includes stock-based compensation as follows:
Three Months Ended December 31,Twelve Months Ended December 31,
2024202320242023
Cost of revenue
Subscription and other platform
$565 $682 $2,612 $2,814 
Professional services
166 126 535 545 
Total cost of revenue
731 808 3,147 3,359 
Sales and marketing
2,722 3,669 12,371 13,974 
Research and development
2,215 2,410 8,911 9,126 
General and administrative
5,230 4,839 20,758 18,558 
Total stock-based compensation expense
$10,898 $11,726 $45,187 $45,017 
(2)Research and development expense includes amortization of acquired intangible asset of $135 thousand and $551 thousand for the three and twelve months ended December 31, 2024, respectively, and $139 thousand and $558 thousand for the three and twelve months ended December 31, 2023, respectively, in connection with the Vibbio acquisition in April 2022.
(3)General and administrative expense includes professional advisory expenses associated with activism defense and related costs of nil and $2,656 thousand for the three and twelve months ended December 31, 2023, respectively. We did not incur such costs in the three and twelve months ended December 31, 2024.
(4)The results of operations for the three and twelve months ended December 31, 2024 and 2023 includes restructuring costs, which primarily represent severance and related expense due to restructuring activities, and impairment charge on our headquarters’ lease, as follows:
Three Months Ended December 31, 2024Twelve Months Ended December 31, 2024
Severance
 and Related
 Charges		Lease
 Impairment
 Charge
Total
Severance
 and Related
 Charges		Lease
 Impairment
 Charge
Total
Cost of revenue
Subscription and other platform$27 $— $27 $377 $— $377 
Professional services3 — 3 23 — 23 
Total cost of revenue30 — 30 400 — 400 
Sales and marketing358 — 358 1,705 — 1,705 
Research and development— — — 112 — 112 
General and administrative— — — 339 — 339 
Total restructuring costs$388 $— $388 $2,556 $— $2,556 
Three Months Ended December 31, 2023Twelve Months Ended December 31, 2023
Severance
 and Related
 Charges		Lease
 Impairment
 Charge
Total
Severance
 and Related
 Charges		Lease
 Impairment
 Charge
Total
Cost of revenue
Subscription and other platform$81 $— $81 $2,215 $108 $2,323 
Professional services6 — 6 149 119 268 
Total cost of revenue87 — 87 2,364 227 2,591 
Sales and marketing288 — 288 2,246 256 2,502 
Research and development110 — 110 1,397 569 1,966 
General and administrative88 — 88 391 409 800 
Total restructuring costs$573 $— $573 $6,398 $1,461 $7,859 













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ON24, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
 Three Months Ended December 31,
Twelve Months Ended December 31,
 2024202320242023
Cash flows from operating activities:
Net loss
$(8,872)$(9,875)$(42,156)$(51,786)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization
1,193 1,319 4,828 5,360 
Stock-based compensation expense
10,898 11,726 45,187 45,017 
Amortization of deferred contract acquisition cost
3,629 3,968 14,862 15,589 
Provision for allowance for doubtful accounts and billing reserves
623 699 2,159 3,059 
Non-cash lease expense
396 371 1,573 1,710 
Accretion of marketable securities(882)(1,863)(5,169)(7,716)
Lease impairment charge— — — 1,461 
Other
23 38 123 244 
Change in operating assets and liabilities:
Accounts receivable
(5,489)(12,753)7,164 2,759 
Deferred contract acquisition cost
(2,867)(4,183)(9,661)(12,864)
Prepaid expenses and other assets
403 2,104 (1,536)2,061 
Accounts payable
(772)(769)(105)(2,897)
Accrued liabilities
664 1,038 (1,985)(1,999)
Deferred revenue
3,056 7,755 (7,671)(9,095)
Other liabilities
(1,018)(434)(2,807)(3,105)
Net cash provided by (used in) operating activities
985 (859)4,806 (12,202)
Cash flows from investing activities:
Purchase of property and equipment
(561)(1,107)(2,241)(2,183)
Purchase of marketable securities
(43,681)(43,706)(196,606)(276,210)
Proceeds from maturities of marketable securities
48,500 103,503 163,048 422,969 
Proceeds from sale of marketable securities5,792 — 16,348 17,739 
Net cash provided by (used in) investing activities
10,050 58,690 (19,451)162,315 
Cash flows from financing activities:
Proceeds from exercise of stock options
350 81 2,034 1,422 
Proceeds from issuance of common stock under ESPP301 462 668 1,008 
Payment for repurchase of common stock(7,174)(15,330)(25,777)(74,569)
Payment of cash dividend
— — — (49,872)
Repayment of equipment loans— (49)(72)(236)
Repayment of finance lease obligations
— (218)(127)(1,533)
Acquisition holdback payment
— (403)— (403)
Net cash used in financing activities
(6,523)(15,457)(23,274)(124,183)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(607)35 (366)199 
Net increase (decrease) in cash, cash equivalents and restricted cash
3,905 42,409 (38,285)26,129 
Cash, cash equivalents and restricted cash, beginning of period
11,108 10,889 53,298 27,169 
Cash, cash equivalents and restricted cash, end of period
$15,013 $53,298 $15,013 $53,298 
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets:
Cash and cash equivalents
$14,933 $53,209 $14,933 $53,209 
Restricted cash included in other assets, non-current
80 89 80 89 
Total cash, cash equivalent and restricted cash
$15,013 $53,298 $15,013 $53,298 











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ON24, INC.
Reconciliation of GAAP to Non-GAAP Results (Unaudited)
(in thousands, except share and per share data)


Reconciliation of gross profit and gross margin
 Three Months Ended December 31,Twelve Months Ended December 31,
 2024202320242023
GAAP gross profit
$27,326$29,327$110,069$117,445
Add:
Stock-based compensation
7318083,1473,359
Restructuring costs30874002,364
Impairment charge———227
Non-GAAP gross profit
$28,087$30,222$113,616$123,395
GAAP gross margin
74 %75 %74 %72 %
Non-GAAP gross margin
77 %77 %77 %75 %

Reconciliation of operating expenses
 Three Months Ended December 31,Twelve Months Ended December 31,
 2024202320242023
GAAP sales and marketing
$19,048 $20,645 $78,077 $89,200 
Less:
Stock-based compensation
(2,722)(3,669)(12,371)(13,974)
Restructuring costs(358)(288)(1,705)(2,246)
Impairment charge— — — (256)
Non-GAAP sales and marketing
$15,968 $16,688 $64,001 $72,724 
GAAP research and development
$8,880 $9,363 $36,250 $41,122 
Less:
Stock-based compensation
(2,215)(2,410)(8,911)(9,126)
Restructuring costs— (110)(112)(1,397)
Impairment charge— — — (569)
Amortization of acquired intangible asset(135)(139)(551)(558)
Non-GAAP research and development
$6,530 $6,704 $26,676 $29,472 
GAAP general and administrative
$11,177 $11,541 $46,399 $49,124 
Less:
Stock-based compensation
(5,230)(4,839)(20,758)(18,558)
Restructuring costs— (88)(339)(391)
Impairment charge— — — (409)
Fees related to shareholder activism— — — (2,656)
Non-GAAP general and administrative
$5,947 $6,614 $25,302 $27,110 











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ON24, INC.
Reconciliation of GAAP to Non-GAAP Results (Unaudited)
(in thousands, except share and per share data)


Reconciliation of net loss to non-GAAP operating income (loss)
 Three Months Ended December 31,Twelve Months Ended December 31,
 2024202320242023
Net loss
$(8,872)$(9,875)$(42,156)$(51,786)
Add:
Interest expense
7 13 34 93 
Other income, net(2,458)(2,820)(9,168)(11,303)
(Benefit from) provision for income taxes(456)460 633 995 
Stock-based compensation
10,898 11,726 45,187 45,017 
Amortization of acquired intangible asset135 139 551 558 
Restructuring costs388 573 2,556 6,398 
Impairment charge— — — 1,461 
Fees related to shareholder activism— — — 2,656 
Non-GAAP operating (loss) income
$(358)$216 $(2,363)$(5,911)

Reconciliation of net loss to Adjusted EBITDA
 Three Months Ended December 31,Twelve Months Ended December 31,
 2024202320242023
Net loss
$(8,872)$(9,875)$(42,156)$(51,786)
Add:
Interest expense
7 13 34 93 
Other income, net(2,458)(2,820)(9,168)(11,303)
(Benefit from) provision for income taxes(456)460 633 995 
Depreciation and amortization1,058 1,180 4,277 4,802 
Amortization of acquired intangible asset135 139 551 558 
Amortization of cloud implementation costs
24 38 125 149 
Stock-based compensation
10,898 11,726 45,187 45,017 
Restructuring costs388 573 2,556 6,398 
Impairment charge— — — 1,461 
Fees related to shareholder activism— — — 2,656 
Adjusted EBITDA
$724 $1,434 $2,039 $(960)

Reconciliation of net loss to non-GAAP net income
Three Months Ended December 31,Twelve Months Ended December 31,
2024202320242023
Net loss
$(8,872)$(9,875)$(42,156)$(51,786)
Add:
Stock-based compensation
10,898 11,726 45,187 45,017 
Amortization of acquired intangible asset135 139 551 558 
Restructuring costs388 573 2,556 6,398 
Impairment charge— — — 1,461 
Fees related to shareholder activism— — — 2,656 
Non-GAAP net income
$2,549 $2,563 $6,138 $4,304 











10


ON24, INC.
Reconciliation of GAAP to Non-GAAP Results (Unaudited)
(in thousands, except share and per share data)


Reconciliation of GAAP to Non-GAAP basic and diluted net income (loss) per share
Three Months Ended December 31,Twelve Months Ended December 31,
2024202320242023
GAAP basic and diluted net loss per share:
Net loss
$(8,872)$(9,875)$(42,156)$(51,786)
Weighted average common stock outstanding, basic and diluted
41,860,807 41,646,792 41,759,879 44,644,792 
Net loss per share, basic and diluted
$(0.21)$(0.24)$(1.01)$(1.16)
Three Months Ended December 31,Twelve Months Ended December 31,
2024202320242023
Non-GAAP basic and diluted net income per share:
Net loss
$(8,872)$(9,875)$(42,156)$(51,786)
Add:
Stock-based compensation
10,898 11,726 45,187 45,017 
Amortization of acquired intangible asset135 139 551 558 
Restructuring costs388 573 2,556 6,398 
Impairment charge— — — 1,461 
Fees related to shareholder activism— — — 2,656 
Non-GAAP net income
$2,549 $2,563 $6,138 $4,304 
Non-GAAP weighted-average common stock outstanding
Basic
41,860,807 41,646,792 41,759,879 44,644,792 
Diluted
45,339,578 46,002,784 45,587,866 49,131,426 
Non-GAAP net income per share of common stock:
Basic
$0.06 $0.06 $0.15 $0.10 
Diluted
$0.06 $0.06 $0.13 $0.09 











11


ON24, INC.
Reconciliation of GAAP to Non-GAAP Results (Unaudited)
(in thousands)


Reconciliation of GAAP Cash Flow from Operating Activities to Free Cash Flow
Three Months Ended December 31,Twelve Months Ended December 31,
2024202320242023
Net cash provided by (used in) operating activities:
$985 $(859)$4,806 $(12,202)
Less: Purchases of property and equipment
(561)(1,107)(2,241)(2,183)
Free cash flow
$424 $(1,966)$2,565 $(14,385)











12


ON24, INC.
Revenue
(in thousands)
(Unaudited)


Three Months Ended December 31,Twelve Months Ended December 31,
2024202320242023
Core Platform
Subscription and other platform$33,030 $34,907 $133,841 $145,223 
Professional services3,007 3,377 11,104 12,876 
Total core platform revenue$36,037 $38,284 $144,945 $158,099 
Virtual Conference
Subscription and other platform$546 $845 $2,571 $4,659 
Professional services97 208 565 950 
Total virtual conference revenue$643 $1,053 $3,136 $5,609 
Revenue
Subscription and other platform $33,576 $35,752 $136,412 $149,882 
Professional services 3,104 3,585 11,669 13,826 
Total revenue $36,680 $39,337 $148,081 $163,708 












13


Contacts
Media Contact:
Gabriella Kose
press@on24.com

Investor Contact:
Lauren Sloane, The Blueshirt Group for ON24
investorrelations@on24.com











14
v3.25.0.1
Cover
Feb. 25, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 25, 2025
Entity Registrant Name ON24, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-39965
Entity Tax Identification Number 94-3292599
Entity Address, Address Line One 50 Beale Street,
Entity Address, Address Line Two 8th Floor
Entity Address, City or Town San Francisco,
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94105
City Area Code 415
Local Phone Number 369-8000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.0001 per share
Trading Symbol ONTF
Security Exchange Name NYSE
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001110611
Amendment Flag false
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