What changed in ON24 INC.'s 10-K — 2022 vs 2023

Item 1. Financial Statements and Supplemental Date. ON24, Inc.

Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 185 ) 60 C onsolidated Balance Sheets 62 Consolidated Statements of Operations 63 Consolidated Statements of Comprehensive Income (Loss) 64 Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) 65 Consolidated Statements of Cash Flows 66 Notes to Consolidated Financial Statements 67 60 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors ON24, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of ON24, Inc. and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), convertible preferred stock and stockholders’ deficit, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

Change in Accounting Principle As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2022 due to the adoption of FASB’s Accounting Standards Codification (ASC) Topic 842, Leases. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ KPMG LLP We have served as the Company's auditor since 2009.

San Francisco, California March 14, 2023 61 Table of Contents ON24, Inc.

Consolidated Balance Sheets (in thousands, except share and per share data) December 31, 2022 December 31, 2021 Assets Current assets Cash and cash equivalents $ 26,996 $ 164,948 Marketable securities 301,125 217,609 Accounts receivable, net of allowances and reserves of $2,930 and $2,677 as of December 31, 2022 and December 31, 2021, respectively 43,757 46,117 Deferred contract acquisition costs, current 13,136 11,921 Prepaid expenses and other current assets 6,281 8,467 Total current assets 391,295 449,062 Property and equipment, net 7,212 8,780 Operating right-of-use assets 5,606 — Intangible asset, net 1,979 — Deferred contract acquisition costs, non-current 17,773 20,887 Other long-term assets 1,608 1,760 Total assets $ 425,473 $ 480,489 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 4,611 $ 3,123 Accrued and other current liabilities 18,465 19,011 Deferred revenue 83,453 96,225 Finance lease liabilities, current 1,554 1,768 Operating lease liabilities, current 2,648 — Total current liabilities 110,731 120,127 Finance lease liabilities, non-current 91 1,648 Operating lease liabilities, non-current 5,040 — Other long-term liabilities 1,650 3,624 Total liabilities 117,512 125,399 Commitments and contingencies (See Note 10) Stockholders’ equity Common stock, $0.0001 par value per share; 500,000,000 shares authorized as of December 31, 2022 and 2021; 47,554,801 and 47,727,346 shares issued and outstanding as of December 31, 2022 and 2021, respectively 5 5 Additional paid-in capital 562,555 550,839 Accumulated deficit (253,727) (195,519) Accumulated other comprehensive loss (872) (235) Total stockholders’ equity 307,961 355,090 Total liabilities and stockholders’ equity $ 425,473 $ 480,489 S ee accompanying notes to consolidated financial statements. 62 Table of Contents ON24, Inc.

Consolidated Statements of Operations (in thousands, except share and per share amounts) Year Ended December 31, 2022 2021 2020 Revenue Subscription and other platform $ 171,841 $ 175,876 $ 122,630 Professional services 19,031 27,737 34,311 Total revenue 190,872 203,613 156,941 Cost of revenue Subscription and other platform 39,241 33,400 20,746 Professional services 13,544 13,965 12,589 Total cost of revenue 52,785 47,365 33,335 Gross profit 138,087 156,248 123,606 Operating expenses Sales and marketing 109,599 104,063 60,640 Research and development 44,102 34,835 19,275 General and administrative 43,969 40,940 21,848 Total operating expenses 197,670 179,838 101,763 Loss from operations (59,583) (23,590) 21,843 Interest expense 181 464 869 Other (income) expense, net (2,514) 487 (76) Income (loss) before provision for (benefit from) income taxes (57,250) (24,541) 21,050 Provision for (benefit from) income taxes 958 (285) 297 Net income (loss) (58,208) (24,256) 20,753 Cumulative preferred dividends allocated to preferred stockholders — (558) (5,685) Net income (loss) attributable to common stockholders $ (58,208) $ (24,814) $ 15,068 Net income (loss) per share attributable to common stockholders: Basic $ (1.23) $ (0.57) $ 0.40 Diluted $ (1.23) $ (0.57) $ 0.35 Weighted-average shares used in computing net loss per share attributable to common stockholders: Basic 47,486,225 43,562,604 10,017,574 Diluted 47,486,225 43,562,604 16,187,149 See accompanying notes to consolidated financial statements. 63 Table of Contents ON24, Inc.

Consolidated Statements of Comprehensive Income (Loss) (in thousands) Year Ended December 31, 2022 2021 2020 Net income (loss) $ (58,208) $ (24,256) $ 20,753 Other comprehensive income (loss) Foreign currency translation adjustment, net of tax (143) 185 96 Unrealized loss on available for sale debt securities, net of tax (494) (514) — Total other comprehensive income (loss) (637) (329) 96 Total comprehensive income (loss) $ (58,845) $ (24,585) $ 20,849 See accompanying notes to consolidated financial statements. 64 Table of Contents ON24, Inc.

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (in thousands, except share amounts) Convertible Preferred Stock Redeemable convertible preferred stock Common Stock Additional paid-in capital Accumulated Deficit Accumulated other comprehensive income (loss) Total stockholders' equity (deficit) Shares Amount Shares Amount Shares Amount Balance as of December 31, 2019 21,683,548 $ 83,857 5,543,918 $ 70,000 8,953,967 $ 1 $ 20,809 $ (192,016) $ (2) (171,208) Issuance of common stock upon exercise of stock options — — — — 1,942,170 — 3,774 — — 3,774 Stock-based compensation expense — — — — — — 2,929 — — 2,929 Other comprehensive income — — — — — — — — 96 96 Net income — — — — — — — 20,753 — 20,753 Balance as of December 31, 2020 21,683,548 $ 83,857 5,543,918 $ 70,000 10,896,137 $ 1 $ 27,512 $ (171,263) $ 94 $ (143,656) Conversion of convertible preferred stock and redeemable convertible preferred stock to common stock upon initial public offering (21,683,548) (83,857) (5,543,918) (70,000) 27,227,466 3 153,854 — — 153,857 Issuance of common stock upon initial public offering, net of underwriting discounts and other offering costs — — — — 7,599,928 1 347,780 — — 347,781 Repurchase of common stock — — — — (428,218) — (7,228) — — (7,228) Issuance of common stock upon exercise of stock options — — — — 2,226,932 — 5,825 — — 5,825 Issuance of common stock upon release of restricted stock units — — — — 130,074 — — — — — Issuance of common stock under Employee Stock Purchase Plan (ESPP) — — — — 75,027 — 1,054 — — 1,054 Payment for employee tax withholding upon net share settlement on equity awards — — — — — — (3,608) — — (3,608) Stock-based compensation expense — — — — — — 25,650 — — 25,650 Other comprehensive loss — — — — — — — — (329) (329) Net loss — — — — — — — (24,256) — (24,256) Balance as of December 31, 2021 — $ — — $ — 47,727,346 $ 5 $ 550,839 $ (195,519) $ (235) $ 355,090 Repurchase of common stock — — — — (2,460,361) — (29,127) — — (29,127) Issuance of common stock upon exercise of stock options — — — — 1,107,471 — 2,474 — — 2,474 Issuance of common stock upon release of restricted stock units — — — — 980,110 — — — — — Issuance of common stock under ESPP — — — — 200,235 — 1,582 — — 1,582 Payment for employee tax withholding upon net share settlement on equity awards — — — — — — (1,756) — — (1,756) Stock-based compensation expense — — — — — — 38,543 — — 38,543 Other comprehensive loss — — — — — — — — (637) (637) Net loss — — — — — — — (58,208) — (58,208) Balance as of December 31, 2022 — $ — — $ — 47,554,801 $ 5 $ 562,555 $ (253,727) $ (872) $ 307,961 See accompanying notes to consolidated financial statements. 65 Table of Contents ON24, Inc.

Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2022 2021 2020 Cash flows from operating activities: Net income (loss) $ (58,208) $ (24,256) $ 20,753 Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation and amortization 5,416 4,592 2,974 Stock-based compensation expense 38,543 25,650 2,929 Amortization of deferred contract acquisition costs 15,665 15,248 11,115 Provision for allowance for doubtful accounts and billing reserve 1,918 2,943 3,009 Non-cash lease expense 1,962 — — Other (1,083) 503 — Changes in operating assets and liabilities: Accounts receivable 482 (443) (29,024) Deferred contract acquisition costs (13,766) (18,775) (26,354) Prepaid expenses and other assets 2,298 (4,617) (2,799) Accounts payable 1,533 (1,247) 2,032 Accrued liabilities 30 2,311 4,986 Deferred revenue (12,807) 3,985 47,799 Other non-current liabilities (2,444) (705) 122 Net cash (used in) provided by operating activities (20,461) 5,189 37,542 Cash flows from investing activities: Purchase of property and equipment (3,697) (3,564) (1,030) Acquisition, net of cash acquired (2,495) — — Purchase of marketable securities (297,405) (235,805) (5,000) Proceeds from maturities of marketable securities 194,372 20,179 7,000 Proceeds from sale of marketable securities 20,244 — — Net cash used in investing activities (88,981) (219,190) 970 Cash flows from financing activities: Proceeds from initial public offering, net of underwriting discounts — 353,397 — Proceeds from exercise of stock options 2,785 5,514 3,774 Proceeds from issuance of common stock under ESPP 1,582 1,054 — Payment of tax withholding obligations related to net share settlements on equity awards (1,756) (3,608) — Proceeds from long-term debt — — 28,381 Payment for repurchase of common stock (29,127) (7,228) — Repayment of equipment loans and borrowings (270) (22,597) (28,179) Repayment of finance lease obligations (1,832) (2,304) (1,270) Payment of offering costs — (3,714) (1,902) Net cash (used in) provided by financing activities (28,618) 320,514 804 Effect of exchange rate changes on cash, cash equivalents and restricted cash 186 185 96 Net (decrease) increase in cash, cash equivalents and restricted cash (137,874) 106,698 39,412 Cash, cash equivalents and restricted cash, beginning of period 165,043 58,345 18,933 Cash, cash equivalents and restricted cash, end of period $ 27,169 $ 165,043 $ 58,345 Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets: Cash and cash equivalents $ 26,996 $ 164,948 $ 58,243 Restricted cash included in other assets, non-current $ 173 $ 95 $ 102 Total cash, cash equivalent, and restricted cash $ 27,169 $ 165,043 $ 58,345 Supplemental disclosures of cash flow information: Cash paid for taxes, net of refunds $ 382 $ 337 $ 183 Cash paid for interest $ 148 $ 652 $ 967 Supplemental disclosures of noncash investing and financing activities: Equipment acquired under capital leases $ — $ 1,586 $ 5,089 Equipment purchased funded by liabilities $ — $ 391 $ 179 Property and equipment purchased not yet paid $ 163 $ 419 $ 402 Conversion of convertible preferred stock and redeemable convertible preferred stock to common stock $ — $ 153,857 $ — Option exercises not yet settled $ — $ 311 $ — Deferred offering costs in accounts payable and accrued liabilities $ — $ — $ 1,318 Non-cash options exercise $ 488 $ — $ — Holdback liability related to acquisition $ 500 $ — $ — See accompanying notes to consolidated financial statements. 66 Table of Contents ON24, Inc.

Notes to Consolidated Financial Statements Note 1. Description of Business and Significant Accounting Policies Description of Business ON24, Inc. and its subsidiaries (together, ON24 or the Company) provides a leading, cloud-based platform for digital engagement that delivers insights for revenue growth through interactive webinar experiences, virtual event experiences and multimedia content experiences.

The Company was incorporated in the state of Delaware in January 1998 as NewsDirect, Inc. and in December 1998 changed its name to ON24, Inc. The Company is headquartered in San Francisco, California.

Initial Public Offering On February 5, 2021, the Company closed its initial public offering (IPO) of 7,599,928 shares of its common stock at a public offering price of $50 per share for net proceeds of approximately $347.8 million, after deducting the underwriting discount of approximately $26.6 million and other offering costs of approximately $5.6 million.

The shares of common stock sold in the IPO and the net proceeds from the IPO included the full exercise of the underwriters’ option to purchase additional shares.

Upon the closing of the IPO, all of the Company's outstanding shares of Class A-1 and Class A-2 convertible preferred stock and Class B and Class B-1 redeemable convertible preferred stock were automatically converted into an aggregate of 27,227,466 shares of common stock on a one-for-one basis.

Significant Accounting Policies Basis of Presentation T he accompanying consolidated financial statements include the accounts of ON24 Inc. and its subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) for annual financial reporting.

All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts have been reclassified on the consolidated balance sheets and in Note 5 to conform to the current year's presentation.

Prior to the adoption of Accounting Standard Update (ASU) No. 2016-02 Leases (Topic 842) on January 1, 2022 (as further discussed below), capital leases and equipment loans were reported together as long-term debt, current and non-current, on the consolidated balance sheets.

Upon the adoption of the new lease standard, capital leases are now presented separately as finance leases, current and non-current, on the consolidated balance sheets. The current and non-current portion of equipment loans have been reclassified to accrued and other current liabilities and other long-term liabilities, respectively, on the consolidated balance sheets.

Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.

Significant items subject to such estimates and assumptions include, but are not limited to, the estimated expected benefit period for deferred contract acquisition costs, the determination of standalone selling price for the Company’s performance obligations, the allowance for doubtful accounts and billing reserve, the useful lives of long-lived assets, the assumptions used to measure stock-based compensation, the valuation of deferred income tax assets and uncertain tax positions.

Actual results could differ from those estimates. Concentration of Risks The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, marketable securities and accounts receivable. The Company maintains its cash and cash equivalents, restricted cash and marketable securities with high-quality financial institutions with investment-grade ratings.

A majority of the cash balances are with banks in the U.S. and are insured to the extent defined by the Federal Deposit Insurance Corporation.

For concentration of risks on accounts receivables and revenue, refer to Note 2. 67 Table of Contents Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of bank deposits and highly liquid investments, primarily money market mutual funds purchased with an original maturity of three months or less.

Restricted cash included in other long-term assets in the consolidated balance sheets consists of term deposits to collateralize our Sydney operating lease. Marketable Securities The Company classifies its investments in debt securities as available-for-sale at the time of purchase since it is intended that these investments are available for current operations.

These investments are included within cash and cash equivalents on the accompanying consolidated balance sheets. Investments are reported at fair value and are subject to periodic impairment review.

Unrealized gains and losses related to changes in the fair value of these securities are recognized in other comprehensive income (loss), net of tax, on the statements of comprehensive income (loss) unless they are determined to be other-than-temporary impairments. The ultimate value realized on these securities is subject to market price volatility until they are sold.

Fair Value Measurements The Company categorizes assets and liabilities recorded at fair value on its consolidated balance sheets based on the accounting guidance framework for measuring fair value on either a recurring or nonrecurring basis, whereby inputs used in valuation techniques are assigned a hierarchical level.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company measures assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. U.S.

GAAP describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, to measure the fair value: Level 1 – observable inputs for identical assets or liabilities, such as quoted prices in active markets.

Level 2 – directly or indirectly observable Inputs other than Level 1, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. Financial instruments consist of cash and cash equivalents, restricted cash, marketable securities, accounts receivable and accounts payable.

The Company’s investment portfolio consists of money market mutual funds, available for sale debt securities and certificates of deposit, which are carried at fair value. Accounts Receivable See Note 2, Revenue, for the Company’s accounting policy on accounts receivable. Property and Equipment, Net Property and equipment, net, are stated at cost, less accumulated depreciation.

Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, which are generally three years. Leasehold improvements are amortized over the shorter of the remaining lease term or the estimated useful life. Expenditures for maintenance and repairs are expensed as incurred. Significant improvements that substantially enhance the life of an asset are capitalized.