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What changed in ON24 INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ON24 INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+330 added−255 removedSource: 10-K (2026-03-12) vs 10-K (2025-03-13)

Top changes in ON24 INC.'s 2025 10-K

330 paragraphs added · 255 removed · 223 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur-go-to-market strategy consists of four key components, including acquiring and expanding wallet share within large accounts, focusing on the Commercial market, driving increased product attachments through continued customer innovation, and expanding into new geographies to drive continued international growth.
Biggest changeOur field sales organization is specialized to execute our land and expand strategy and primarily focuses on Enterprise and Commercial customers while our inside sales team specializes in driving further adoption of ON24 products to our existing customers as well as sourcing new customers. 11 Table of Contents Our-go-to-market strategy consists of four key components, including acquiring and expanding wallet share within large Enterprise accounts, driving the volume of business in the Commercial market, driving increased product attachments through continued customer innovation, and expanding into new geographies to drive continued international growth.
Our platform uses AI technologies, including generative AI, natural language processing and machine learning, to enable the following capabilities: • The ability to dynamically deliver personalized content recommendations; • Embedded generative AI that automatically creates written content, voice-based content and videos to feed ongoing nurture streams; • Embedded generative AI copywriting assistant tool to help with promotional content; • Enable sales to act on prospects’ unique topical interests with a “Business Interest Cloud” report; • Surface immediate audience feedback from live experiences with a “Key Moments” report, providing marketers with a heatmap report of “Key Moments” that identifies the most engaging segments of a live experience and automatically creates snackable video highlights; • Predictive engagement levels for our customers’ prospective customers; • Automated transcription of audio and video into text, making it searchable and accessible; 10 Table of Contents • Automated translation of transcripts into multiple languages for global audience reach; • Q&A bot, to answer routine support questions during live webinar experiences; and, • Platform audience and presenter load predictions, to help deploy operational resources and provide oversight.
Our platform uses AI technologies, including generative AI, natural language processing and machine learning, to enable the following capabilities: • The ability to dynamically deliver personalized content recommendations; • Embedded generative AI that automatically creates written content, voice-based content and videos to feed ongoing nurture streams; • Embedded generative AI copywriting assistant tool to help with promotional content; • Enable sales to act on prospects’ unique topical interests with a “Business Interest Cloud” report; • Surface immediate audience feedback from live experiences with a “Key Moments” report, providing marketers with a heatmap report of “Key Moments” that identifies the most engaging segments of a live experience and automatically creates snackable video highlights; • Predictive engagement levels for our customers’ prospective customers; • Automated transcription of audio and video into text, making it searchable and accessible; • Automated translation of transcripts into multiple languages for global audience reach; • Q&A bot, to answer routine support questions during live webinar experiences; and, • Platform audience and presenter load predictions, to help deploy operational resources and provide oversight.
No single customer contributed more than 10% of our total revenue for the year ended December 31, 2024, 2023 and 2022. Sales and Marketing We primarily sell our products through direct sales, which comprises field and inside sales personnel. Our sales organization is comprised of market-centric teams focusing on Enterprise and Commercial customers segmented by employee headcounts.
No single customer contributed more than 10% of our total revenue for the year ended December 31, 2025, 2024 and 2023. Sales and Marketing We primarily sell our products through direct sales, which comprises field and inside sales personnel. Our sales organization is comprised of market-centric teams focusing on Enterprise and Commercial customers segmented by employee headcounts.
No single customer contributed more than 10% of our total revenue for the year ended December 31, 2024, 2023 and 2022. Industry Trends B2B sales and marketing has shifted away from traditional approaches, such as “cold calling,” “snail mail,” industry networking events and in-office visits, to more scalable, digital-based approaches.
No single customer contributed more than 10% of our total revenue for the year ended December 31, 2025, 2024 and 2023. Industry Trends B2B sales and marketing has shifted away from traditional approaches, such as “cold calling,” “snail mail,” industry networking events and in-office visits, to more scalable, digital-based approaches.
We believe the principal competitive factors in our markets are: • functionality in providing rich, interactive digital experiences; • ability to gather near real-time data insights; • breadth of functionality within a single platform, including AI capabilities; • ease of use and reliability; • cloud-based architecture; • scalability; • security, privacy and compliance; • integration into leading marketing automation, CRM and BI platforms; and • global, always available customer service and support.
We believe the principal competitive factors in our markets are: • functionality in providing rich, interactive digital experiences; • ability to gather near real-time data insights; • breadth of functionality within a single platform, including AI capabilities; • ease of use and reliability; • cloud-based architecture; • scalability; • security, privacy and compliance; • integration into leading marketing automation, CRM and BI platforms; and 12 Table of Contents • global, always available customer service and support.
Our platform has two main parts: a web application stack, and a streaming infrastructure stack, running in two hosting facilities in the United States and two in the European Union (EU). We also utilize public-cloud providers as part of our infrastructure. Our web application stack processes requests from web browsers and APIs.
Our platform has two main parts: a web application stack, and a streaming infrastructure stack, running in two hosting facilities in the United States and two in the European Union (“EU”). We also utilize public-cloud providers as part of our infrastructure. Our web application stack processes requests from web browsers and APIs.
Our platform provides an innovative way both to scale digital marketing and deepen prospective customer engagement. We believe our opportunity to help businesses convert digital engagement into revenue will continue to grow over time as industries modernize their sales and marketing processes.
Our platform provides an innovative way both to scale digital marketing and deepen prospective customer engagement. We believe our opportunity to help businesses convert digital engagement into revenue will continue to grow over time as industries modernize their sales, marketing and other customer-facing processes.
We continue to transition more of our capabilities to a hybrid cloud infrastructure, which we believe will enhance our platform’s flexibility and scalability. 11 Table of Contents We built our platform and products to address the robust performance demanded by large, multinational enterprises in the following ways: • Performance and scalability: Our Cloud and Network Operations team runs this application in four hosting facilities.
We continue to transition more of our capabilities to a hybrid cloud infrastructure, which we believe will enhance our platform’s flexibility and scalability. We built our platform and products to address the robust performance demanded by large, multinational enterprises in the following ways: • Performance and scalability: Our Cloud and Network Operations team runs this application in four hosting facilities.
For most businesses to succeed, we believe their sales and marketing strategies must utilize digital engagement that is powered by the latest technology. With the launch of our intelligent engagement platform that includes our AI-powered Analytics and Content Engine (“ACE”), we are strategically positioned to help businesses and their sales and marketing organizations make this transition.
For most businesses to succeed, we believe their sales, marketing and other customer-facing strategies must utilize digital engagement that is powered by the latest technology. With the launch of our intelligent engagement platform that includes our AI-powered Analytics and Content Engine (“ACE”), we are strategically positioned to help businesses and their sales, marketing and other customer-facing organizations make this transition.
In addition, certain countries have passed or are considering passing laws that impose data localization requirements or cross border data transfer restrictions on certain data. As with most cloud-based solutions, restrictions on the transfer of platform data outside of the originating jurisdiction pose particular challenges that could result in additional costs or otherwise impact platform use.
In addition, certain countries have passed or are considering passing laws that impose data localization requirements or cross border data transfer restrictions on certain data. As with most cloud-based solutions, 13 Table of Contents restrictions on the transfer of platform data outside of the originating jurisdiction pose particular challenges that could result in additional costs or otherwise impact platform use.
Our portfolio of services provides consulting, support for platform, and product and event adoption as well as support for experience management, monitoring and production. Our training team oversees onboarding, training, certification and a knowledge center. 12 Table of Contents We have a data-driven process and well-established operations in place that proactively monitor our customers’ platform adoption, utilization and success.
Our portfolio of services provides consulting, support for platform, and product and event adoption as well as support for experience management, monitoring and production. Our training team oversees onboarding, training, certification and a knowledge center. We have a data-driven process and well-established operations in place that proactively monitor our customers’ platform adoption, utilization and success.
Our customers can easily understand the overall performance of their ON24 experiences in a dashboard-level view and make comparisons to industry benchmarks for future improvement. We also include AI capabilities within ON24 Intelligence . 9 Table of Contents ON24 Engagement and Prospect Analytics The ON24 engagement and prospect analytics are powered by our proprietary algorithms and our AI capabilities.
Our customers can easily understand the overall performance of their ON24 experiences in a dashboard-level view and make comparisons to industry benchmarks for future improvement. We also include AI capabilities within ON24 Intelligence . ON24 Engagement and Prospect Analytics The ON24 engagement and prospect analytics are powered by our proprietary algorithms and our AI capabilities.
These laws, procedures and restrictions provide only limited protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. 13 Table of Contents Regulatory Considerations The legal environment of Internet-based businesses is evolving rapidly in the United States and elsewhere.
These laws, procedures and restrictions provide only limited protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. Regulatory Considerations The legal environment of Internet-based businesses is evolving rapidly in the United States and elsewhere.
This statute provides relief for claims of circumvention of copyright-protected technologies but includes a safe harbor that is intended to reduce the liability of online service providers for listing or linking to third-party 14 Table of Contents websites or hosting content that infringes copyrights of others.
This statute provides relief for claims of circumvention of copyright-protected technologies but includes a safe harbor that is intended to reduce the liability of online service providers for listing or linking to third-party websites or hosting content that infringes copyrights of others.
ON24 Non-Core Experience Product Live Experiences: ON24 Virtual Conference ON24 Virtual Conference is built to host large-scale online events and provide a single source for measurement and analytics. Our ON24 Virtual Conference powers multi-session virtual event experiences that can be scheduled as live events and maintained as ongoing on-demand events or in an immersive training content library.
ON24 Non-Core Experience Product Live Experiences: ON24 Virtual Conference ON24 Virtual Conference is built to host large-scale online events and provide a single source for measurement and analytics. 10 Table of Contents Our ON24 Virtual Conference powers multi-session virtual event experiences that can be scheduled as live events and maintained as ongoing on-demand events or in an immersive training content library.
Therefore, we encourage investors, the media, and others interested in our company to review the information we post on social media channels. 15 Table of Contents
Therefore, we encourage investors, the media, and others interested in our company to review the information we post on social media channels. 14 Table of Contents
As our customers create more ON24 content-rich experiences, they gain more connected insights through gathering more data directly from prospective customers, which we refer to as first-person data, to help them create a multiplier effect that strengthens their ability to convert prospective customers and generate revenue. As of December 31, 2024, we had 1,645 customers.
As our customers create more ON24 content-rich experiences, they gain more connected insights through gathering more data directly from prospective customers, which we refer to as first-person data, to help them create a multiplier effect that strengthens their ability to convert prospective customers and generate revenue. As of December 31, 2025, we had 1,539 customers.
As of December 31, 2024, we had 1,645 customers. We intend to leverage our land and expand model to further penetrate customers across these verticals. • Superior, dedicated customer service. Our solutions are designed to be easy to use, featuring drag-and-drop and other similar tools simplifying implementation by our customers.
As of December 31, 2025, we had 1,539 customers. We intend to leverage our land and expand model to further penetrate customers across these verticals. • Superior, dedicated customer service. Our solutions are designed to be easy to use, featuring drag-and-drop and other similar tools simplifying implementation by our customers.
Our Customers Our customer base consists of a diverse set of businesses from fast-growing start-ups to established Fortune 100 enterprises that span a number of industries where B2B sales and marketing is mission critical. As of December 31, 2024, approximately 22% of the Fortune 500 are ON24 customers.
Our Customers Our customer base consists of a diverse set of businesses from fast-growing start-ups to established Fortune 100 enterprises that span a number of industries where B2B sales and marketing is mission critical. As of December 31, 2025, approximately 20% of the Fortune 500 are ON24 customers.
We believe that our market is still relatively underpenetrated and that through specialized and aligned sales teams focused on the Enterprise and Commercial markets globally, we can acquire new customers. • Expand within existing customers .
We believe that our market is still relatively underpenetrated and that through specialized and aligned sales teams focused on the Enterprise and Commercial markets globally, we can acquire new customers. 6 Table of Contents • Expand within existing customers .
Our platform’s portfolio of interactive and hyper-personalized digital experience products creates and captures actionable, real-time data at scale from millions of professionals to provide businesses with buying signals and behavioral insights to efficiently convert prospects into customers.
Our platform’s portfolio of interactive and hyper-personalized digital experience products creates and captures actionable, real-time data at scale from millions of professionals to provide businesses with buying signals and behavioral insights to efficiently convert prospects into customers and, ultimately, propel positive business outcomes .
Item 1. Business. Overview We provide a leading, cloud-based intelligent engagement platform that combines best-in-class experiences with personalization and content, to enable sales and marketing organizations to capture and act on connected insights at scale.
Item 1. Business. Overview We provide a leading, cloud-based intelligent engagement platform that combines best-in-class customer interaction experience with personalization and content, to enable sales, marketing and other customer-facing organizations to capture and act on connected insights at scale.
Corporate Information ON24, Inc. was incorporated as a Delaware corporation on January 8, 1998 under the name “NewsDirect, Inc.” Our principal executive offices are located at 50 Beale Street, 8th Floor, San Francisco, California 94105, and our telephone number is (415) 369-8000. Our website address is www.on24.com.
Corporate Information ON24, Inc. was incorporated as a Delaware corporation on January 8, 1998 under the name “NewsDirect, Inc.” Our principal executive offices are located at 301 Howard Street, Suite 1100, San Francisco, California 94105, and our telephone number is (415) 369-8000. Our website address is www.on24.com.
The copyright infringement policies that we have implemented for our platform are intended to satisfy the DMCA safe harbor. Employees and Human Capital As of December 31, 2024, we had 437 full-time employees. Of these employees, 349 are based in the United States and 88 are based in international locations.
The copyright infringement policies that we have implemented for our platform are intended to satisfy the DMCA safe harbor. Employees and Human Capital As of December 31, 2025, we had 391 full-time employees. Of these employees, 315 are based in the United States and 76 are based in international locations.
In the United States and abroad, as of December 31, 2024, we had 27 issued patents and 11 pending patent applications, the earliest of which expires in 2027. We pursue the registration of our domain names, trademarks and service marks in the United States and in certain locations outside the United States.
In the United States and abroad, as of December 31, 2025, w e had 26 issued patents and 8 pending patent applications, the earliest of which expires in 2027. We pursue the registration of our domain names, trademarks and service marks in the United States and in certain locations outside the United States.
We also offer ON24 Virtual Conference, which is a non-Core Platform Experience product. 7 Table of Contents The following graphic depicts our platform: ON24 Experience Products Our platform’s experience products contain a robust set of capabilities that make it simple for our customers to build, design, manage and scale live, interactive webinar experiences, large-scale virtual event experiences, rich multimedia content hub experiences and personalized content experiences.
The following graphic depicts our platform: ON24 Experience Products Our platform’s experience products contain a robust set of capabilities that make it simple for our customers to build, design, manage and scale live, interactive webinar experiences, large-scale virtual event experiences, rich multimedia content hub experiences and personalized content experiences.
We believe the market opportunity for our solutions outside the United States is at least as large. Our Growth Strategy While we are currently operating in a challenging macro-economic environment, we intend to drive the growth of our business over time and the adoption of our solutions by executing the following strategies: • Drive new customer acquisition.
Our Growth Strategy While we are currently operating in a challenging macro-economic environment, we intend to drive the growth of our business over time and the adoption of our solutions by executing the following strategies: • Drive new customer acquisition.
This product is ideal for executive engagement, expert-led trainings and professional advisory groups, enabling users to create high-touch virtual events at scale, capture interactions and integrate engagement data into business systems. Through AI-powered ACE, our customers can personalize calls-to-action, content and messaging for specific audience segments.
This product is ideal for executive engagement, expert-led trainings and professional advisory groups, enabling users to create high-touch virtual events at scale, capture interactions and integrate engagement data into business systems.
ON24 Advanced Analytics ON24 Advanced Analytics provides our customers with an additional set of pre-configured reports that enable customers to understand their most engaged prospective customers, provide a view of where prospective customers are in the sales funnel, and give analysis across poll and survey responses.
Our engagement analytics tools provide our customers the ability to report, measure and compare the engagement levels of their ON24 Experiences and multimedia assets hosted on our platform both in aggregate and individually. 9 Table of Contents ON24 Advanced Analytics ON24 Advanced Analytics provides our customers with an additional set of pre-configured reports that enable customers to understand their most engaged prospective customers, provide a view of where prospective customers are in the sales funnel, and give analysis across poll and survey responses.
Through ON24 AI-powered ACE, our customers can personalize calls-to-action, content and messaging for specific audience segments. 8 Table of Contents Through ON24 Elite, interactive webinar experiences can be delivered in multiple formats, including a scheduled live experience featuring a livestreamed presentation or pre-recorded presentation, which we refer to as simulive because it is designed to simulate a livestreamed presentation, or an on-demand experience featuring a pre-recorded presentation.
Through ON24 Elite, interactive webinar experiences can be delivered in multiple formats, including a scheduled live experience featuring a livestreamed presentation or pre-recorded presentation, which we refer to as simulive because it is designed to simulate a livestreamed presentation, or an on-demand experience featuring a pre-recorded presentation.
Live Experiences: ON24 Go Live ON24 Go Live offers an all-in-one, easy-to-use video event experience optimized for networking and audience participation. This product is designed for single or multi-day events enabling users to deliver live keynote presentations, host multiple breakout sessions with video-based discussions, and create exhibit halls and a networking lounge.
This product is designed for single or multi-day events enabling users to deliver live keynote presentations, host multiple breakout sessions with video-based discussions, and create exhibit halls and a networking lounge. Optimized for audience networking and participation, this product includes multiple formats for two-way engagement, including event-level chat, in-session chat, polls and video-to-video breakout discussions.
Our customers can drive high-intent calls-to-action for their prospective customers to book a sales meeting or request a demo.
Our customers can drive high-intent calls-to-action for their prospective customers to book a sales meeting or request a demo. Through ON24 AI-powered ACE, our customers can personalize calls-to-action, content and messaging for specific audience segments.
Our customers’ audiences of prospective customers can choose to engage with multiple points of interaction and content resources within an ON24 Experience and move seamlessly through a variety of ON24 Experiences. To further remove friction, audience members do not need any downloads or plug-ins, can use any web browser and can access experiences from a desktop, mobile or tablet device.
Our customers’ audiences of prospective customers can choose to engage with multiple points of interaction and content resources within an ON24 Experience and move seamlessly through a variety of ON24 Experiences.
ON24 Core Platform Experience Products Live Experiences: ON24 Elite ON24 Elite gives our customers a high-impact, cost-efficient, digitally native way to engage hundreds and thousands of their prospective customers simultaneously.
To further remove friction, audience members do not need any downloads or plug-ins, can use any web browser and can access experiences from a desktop, mobile or tablet device. 7 Table of Contents ON24 Core Platform Experience Products Live Experiences: ON24 Elite ON24 Elite gives our customers a high-impact, cost-efficient, digitally native way to engage hundreds and thousands of their prospective customers simultaneously.
We offer technical support, chat support and live webinar experience emergency support that is available to our customers 24/7.
We offer technical support, chat support and live webinar experience emergency support that is available to our customers 24/7. Our platform support and customer success teams are organized into a “follow the sun model” to ensure consistent and reliable service across the globe.
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Our platform support and customer success teams are organized into a “follow the sun model” to ensure consistent and reliable service across the globe. 6 Table of Contents Our Market Opportunity We estimate the current total addressable market, or TAM, for our solutions is approximately $42 billion worldwide annually.
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We also offer ON24 Virtual Conference, which is a non-Core Platform Experience product.
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We calculate our TAM by initially estimating the total number of companies that our platform and products can support in the United States across separate bands measured by number of employees: Enterprise, which includes companies with more than 2,000 employees, and Commercial, which includes companies with less than 2,000 employees, which we further divide into Mid-Market companies with 200-1,999 employees, and small and midsize, or SMB, companies with 1-199 employees, using data from the U.S.
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Through AI-powered ACE, our customers can personalize calls-to-action, content and messaging for specific audience segments. 8 Table of Contents Live Experiences: ON24 Go Live ON24 Go Live offers an all-in-one, easy-to-use video event experience optimized for networking and audience participation.
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Census Bureau for 2021. We then apply an average annual value to the companies in each band.
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This value was calculated using internally generated data for annual recurring revenue, or ARR, as of December 31, 2024 for the top 25% of our customers by ARR that subscribe to two or more of our products, within each of the Enterprise and Mid-Market bands, and the top 25% by ARR of all our customers within the SMB band.
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We believe these calculations are representative of the current potential spend on our solutions by customers and prospective customers. We multiplied the total number of companies within each band by the calculated annual value for that band. The aggregate calculated value represents the current annual estimated market opportunity in the United States of approximately $21 billion.
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Optimized for audience networking and participation, this product includes multiple formats for two-way engagement, including event-level chat, in-session chat, polls and video-to-video breakout discussions.
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Our engagement analytics tools provide our customers the ability to report, measure and compare the engagement levels of their ON24 Experiences and multimedia assets hosted on our platform both in aggregate and individually.
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Our field sales organization is specialized to execute our land and expand strategy and primarily focuses on Enterprise and Commercial customers while our inside sales team specializes in driving further adoption of ON24 products to our existing customers as well as sourcing new customers.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese provisions, which may delay, prevent or deter a merger, acquisition, tender offer, proxy contest, or other transaction that stockholders may consider favorable, include the following: • the division of our board of directors into three classes until the declassification is completed by 2026; • advance notice requirements for stockholder proposals and director nominations; • provisions limiting our stockholders’ ability to call special meetings of stockholders and to take action by written consent; • restrictions on business combinations with interested stockholders; • in certain cases, the approval of holders representing at least 66.7% of the total voting power of the shares entitled to vote generally in the election of directors will be required for stockholders to adopt, amend or repeal our Bylaws, or amend or repeal certain provisions of our Certificate of Incorporation, including those relating to who may call special meetings of our stockholders, our stockholders’ ability to act by written consent, our board of directors (including the removal of one or more directors), indemnification of our directors and officers and exculpation of our directors, supermajority voting, amendments to our Bylaws and the exclusive forum for litigating specified matters; • no cumulative voting; • the required approval of holders representing at least 66.7% of the total voting power of the shares entitled to vote at an election of the directors to remove directors; and • the ability of our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used, among other things, to institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our governing body. 36 Table of Contents Moreover, because we are incorporated in Delaware and our Certificate of Incorporation does not contain a provision opting out Section 203 of the Delaware General Corporation Law, or Section 203, we are governed by the provisions of Section 203, which prohibit a person, individually or as a group, who owns, or owned in the preceding three years, 15% or more of our outstanding voting stock from merging or combining with us, unless the merger or combination is approved in a prescribed manner.
Biggest changeThese provisions, which may delay, prevent or deter a merger, acquisition, tender offer, proxy contest, or other transaction that stockholders may consider favorable, include the following: • the division of our board of directors into three classes until the declassification is completed by 2026; • advance notice requirements for stockholder proposals and director nominations; • provisions limiting our stockholders’ ability to call special meetings of stockholders and to take action by written consent; • restrictions on business combinations with interested stockholders; • in certain cases, the approval of holders representing at least 66.7% of the total voting power of the shares entitled to vote generally in the election of directors will be required for stockholders to adopt, amend or repeal our Bylaws, or amend or repeal certain provisions of our Certificate of Incorporation, including those relating to who may call special meetings of our stockholders, our stockholders’ ability to act by written consent, our board of directors (including the removal of one or more directors), indemnification of our directors and officers and exculpation of our directors, supermajority voting, amendments to our Bylaws and the exclusive forum for litigating specified matters; • no cumulative voting; 35 Table of Contents • the required approval of holders representing at least 66.7% of the total voting power of the shares entitled to vote at an election of the directors to remove directors; and • the ability of our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used, among other things, to institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our governing body.
Factors that may cause fluctuations in our quarterly results of operations include: • our ability to retain and expand customer usage; • our ability to attract new customers; • our ability to hire and retain employees, in particular those responsible for the selling or marketing of our platform and provide sales leadership in areas in which we are expanding our sales and marketing efforts; • changes in the way we organize and compensate our sales teams; • the timing of expenses and recognition of revenue; • the length of sales cycles; • seasonality of customer utilization and marketing budgets; • the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure, as well as international expansion and entry into operating leases; • timing and effectiveness of new sales and marketing initiatives; • changes in our pricing policies or those of our competitors; • the timing and success of new products, features and functionality by us or our competitors; • interruptions or delays in our service, network outages, or actual or perceived privacy or security breaches; • changes in the competitive dynamics of our industry, including consolidation among competitors; • changes in laws and regulations that impact our business; • the timing or amount of any share repurchases, including any impact from the excise tax on stock repurchases created by the Inflation Reduction Act of 2022; • one or more large indemnification payments to our customers or other third parties; • the timing of expenses related to any future acquisitions; and • general economic and market conditions.
Factors that may cause fluctuations in our quarterly results of operations include: • our ability to retain and expand customer usage; • our ability to attract new customers; • our ability to hire and retain employees, in particular those responsible for the selling or marketing of our platform and provide sales leadership in areas in which we are expanding our sales and marketing efforts; • changes in the way we organize and compensate our sales teams; • the timing of expenses and recognition of revenue; • the length of sales cycles; • seasonality of customer utilization and marketing budgets; • the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure, as well as international expansion and entry into operating leases; • timing and effectiveness of new sales and marketing initiatives; • changes in our pricing policies or those of our competitors; • the timing and success of new products, features and functionality by us or our competitors; • interruptions or delays in our service, network outages, or actual or perceived privacy or security breaches; • changes in the competitive dynamics of our industry, including consolidation among competitors; • changes in laws and regulations that impact our business; • the timing or amount of any share repurchases, including any impact from the excise tax on stock repurchases created by the Inflation Reduction Act of 2022; • one or more large indemnification payments to our customers or other third parties; • the timing of expenses related to any future acquisitions; and • general economic, political and market conditions.
Factors that could cause fluctuations in the trading price of our common stock include the following: • price and volume fluctuations in the overall stock market from time to time; • volatility in the trading prices and trading volumes of technology stocks; • changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; • sales or purchases of shares of our common stock, or anticipation of such sales, including our repurchases of shares; • failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; • the financial projections we may provide to the public, any changes in those projections, or our failure to meet those projections; • announcements by us or our competitors of new products, features, or services; • the public’s reaction to our press releases, other public announcements and filings with the SEC; • rumors and market speculation involving us or other companies in our industry; 35 Table of Contents • actual or anticipated changes in our results of operations or fluctuations in our results of operations, including as a result of reduced demand for our solutions; • actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally; • litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors; • developments or disputes concerning our intellectual property or other proprietary rights; • announced or completed acquisitions of businesses, products, services or technologies by us or our competitors; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; • changes in accounting standards, policies, guidelines, interpretations or principles; • any significant change in our management; and • general economic conditions, including increased inflation, and slow or negative growth of our markets.
Factors that could cause fluctuations in the trading price of our common stock include the following: • price and volume fluctuations in the overall stock market from time to time; • volatility in the trading prices and trading volumes of technology stocks; • changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; • sales or purchases of shares of our common stock, or anticipation of such sales, including our repurchases of shares; • failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; • the financial projections we may provide to the public, any changes in those projections, or our failure to meet those projections; • announcements by us or our competitors of new products, features, or services; • the public’s reaction to our press releases, other public announcements and filings with the SEC; • rumors and market speculation involving us or other companies in our industry; • actual or anticipated changes in our results of operations or fluctuations in our results of operations, including as a result of reduced demand for our solutions; • actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally; • litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors; • developments or disputes concerning our intellectual property or other proprietary rights; • announced or completed acquisitions of businesses, products, services or technologies by us or our competitors; • new laws or regulations or new interpretations of existing laws or regulations applicable to our business; • changes in accounting standards, policies, guidelines, interpretations or principles; • any significant change in our management; and 34 Table of Contents • general economic conditions, including increased inflation, and slow or negative growth of our markets.
The United States currently imposes comprehensive sanctions on Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic (“DPR”) and Luhansk People’s Republic (“LPR”) regions of Ukraine. In addition, numerous other countries throughout the world are subject to partial or limited sanctions and restrictions imposed by the U.S. government.
The United States currently imposes comprehensive sanctions on Cuba, Iran, North Korea and the Crimea, Donetsk People’s Republic (“DPR”) and Luhansk People’s Republic (“LPR”) regions of Ukraine. In addition, numerous other countries throughout the world are subject to partial or limited sanctions and restrictions imposed by the U.S. government.
You should read these risks before you invest in our common stock. • 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, 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.
You should read these risks before you invest in our common stock. • 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, political 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, including any infringements of third-party intellectual property rights by us or infringement of our intellectual property rights by third parties; • the market for, trading price of and other matters associated with our common stock; and • the proposed Merger.
In addition, we do not plan to pay cash dividends in the foreseeable future and we intend to retain any future earnings for use in the operation and expansion of our business. Our ability to pay dividends is restricted by the terms of our Revolving Credit Facility.
We do not plan to pay cash dividends in the foreseeable future and we intend to retain any future earnings for use in the operation and expansion of our business. Our ability to pay dividends is restricted by the terms of our Revolving Credit Facility.
You should not rely on our rapid growth in 2021 or 2020, our revenue decline in 2024, 2023 or 2022, or any other trend in a prior period, as an indication of our future performance.
You should not rely on our rapid growth in 2021 or 2020, our revenue decline in 2025, 2024, 2023 or 2022, or any other trend in a prior period, as an indication of our future performance.
Adverse or weakened general economic 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.
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.
In the event of significant physical damage to one of these hosting facilities, it may take a significant period of time to achieve full resumption of our platform, and our disaster recovery planning may not account for all eventualities. 21 Table of Contents In addition, our platform is proprietary, and we depend on the expertise and efforts of members of our operations and software development teams for its continued performance.
In the event of significant physical damage to one of these hosting facilities, it may take a significant period of time to achieve full resumption of our platform, and our disaster recovery planning may not account for all eventualities. 20 Table of Contents In addition, our platform is proprietary, and we depend on the expertise and efforts of members of our operations and software development teams for its continued performance.
We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not “emerging growth companies,” including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, being required to provide fewer years of audited financial statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not “emerging growth companies,” including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, being required to provide fewer years of audited financial statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments 37 Table of Contents not previously approved.
Prolonged economic slowdowns may result in requests to renegotiate existing contracts on less advantageous terms to us than those currently in place, payment defaults on existing contracts, or non-renewal at the end of a contract term. 18 Table of Contents A decline in demand for our solutions or for live engagement technologies in general could harm our business.
Prolonged economic slowdowns may result in requests to renegotiate existing contracts on less advantageous terms to us than those currently in place, payment defaults on existing contracts, or non-renewal at the end of a contract term. 17 Table of Contents A decline in demand for our solutions or for live engagement technologies in general could harm our business.
Additionally, as our market presence grows, we may face increased risks of cyber-related attacks or security threats in the future. 20 Table of Contents Cyberattacks and other malicious internet-based activity continue to increase, and cloud-based providers of products and services have been and are expected to continue to be targeted.
Additionally, as our market presence grows, we may face increased risks of cyber-related attacks or security threats in the future. 19 Table of Contents Cyberattacks and other malicious internet-based activity continue to increase, and cloud-based providers of products and services have been and are expected to continue to be targeted.
If we fail to expand the usage of our solutions by existing customers or if customers fail to purchase other solutions from us, our business, financial condition and results of operations would be harmed. 17 Table of Contents Competition in our markets is intense, and if we do not compete effectively, our operating results could be harmed.
If we fail to expand the usage of our solutions by existing customers or if customers fail to purchase other solutions from us, our business, financial condition and results of operations would be harmed. 16 Table of Contents Competition in our markets is intense, and if we do not compete effectively, our operating results could be harmed.
Our business may be harmed if our sales and marketing efforts do not generate a significant increase in revenue. 19 Table of Contents Issues with the use of AI in our platform may result in reputational harm or liability, or could otherwise adversely affect our business.
Our business may be harmed if our sales and marketing efforts do not generate a significant increase in revenue. 18 Table of Contents Issues with the use of AI in our platform may result in reputational harm or liability, or could otherwise adversely affect our business.
We may be subject to liabilities on past sales for taxes, surcharges and fees. We currently collect and remit applicable sales tax in jurisdictions where we have determined, based on applicable laws and regulations, that sales of our platform are classified as taxable.
We may be subject to liabilities on past sales for taxes, surcharges and fees. We currently collect and remit applicable indirect taxes in jurisdictions where we have determined, based on applicable laws and regulations, that sales of our platform are classified as taxable.
If our revenue does not grow, investors’ perceptions of our business and the trading price of our common stock may continue to be adversely affected. 16 Table of Contents Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.
If our revenue does not grow, investors’ perceptions of our business and the trading price of our common stock may continue to be adversely affected. 15 Table of Contents Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.
Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to expand our base of users will be impaired and our business will be harmed. We believe that our brand identity and awareness have contributed to our success.
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. We believe that our brand identity and awareness have contributed to our success.
W e 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. 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. We recognize revenue from subscriptions to our platform over the terms of the subscriptions.
Should any of these third parties modify their products or services in a manner that degrades the functionality of our platform or products, or that gives preferential treatment to their own or competitive products or services, whether to enhance their competitive position or for any other reason, the interoperability of our platform and products with these third-party products and services could decrease and our business could be harmed.
Should any of these third 23 Table of Contents parties modify their products or services in a manner that degrades the functionality of our platform or products, or that gives preferential treatment to their own or competitive products or services, whether to enhance their competitive position or for any other reason, the interoperability of our platform and products with these third-party products and services could decrease and our business could be harmed.
In addition, our ability to manage our business and conduct our operations internationally in the future may require considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal and regulatory systems and commercial markets.
In addition, our ability to manage our business and conduct our operations internationally in the future may require considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal and regulatory 21 Table of Contents systems and commercial markets.
There can be cases where enforcement authorities seek to hold us liable for the corrupt or other illegal activities of our employees, agents, 30 Table of Contents contractors, vendors, and other business partners, even if we do not explicitly authorize or have actual knowledge of such activities.
There can be cases where enforcement authorities seek to hold us liable for the corrupt or other illegal activities of our employees, agents, contractors, vendors, and other business partners, even if we do not explicitly authorize or have actual knowledge of such activities.
Even the perception that the privacy and security of personal information are not satisfactorily protected or do not meet regulatory requirements could inhibit sales of our products or services and limit adoption of our products. Evolving privacy laws may impact use and adoption of our platform and adversely affect our business.
Even the perception that the privacy and 26 Table of Contents security of personal information are not satisfactorily protected or do not meet regulatory requirements could inhibit sales of our products or services and limit adoption of our products. Evolving privacy laws may impact use and adoption of our platform and adversely affect our business.
Because we conduct business in currencies other than U.S. dollars but report our results of operations in U.S. dollars, we also face remeasurement exposure to fluctuations in currency exchange rates, which could hinder our ability to predict our future results and earnings and could materially impact our results of operations.
Because we conduct business in currencies other than U.S. dollars but report our results of 32 Table of Contents operations in U.S. dollars, we also face remeasurement exposure to fluctuations in currency exchange rates, which could hinder our ability to predict our future results and earnings and could materially impact our results of operations.
Sanctions also apply to persons that appear on, or are majority owned by a person that appears on, OFAC’s List of Specially Designated Nationals and Blocked Persons, or the SDN List. The Department of Commerce and the Department of State 29 Table of Contents also maintain their own sanctions and export control lists.
Sanctions also apply to persons that appear on, or are majority owned by a person that appears on, OFAC’s List of Specially Designated Nationals and Blocked Persons, or the SDN List. The Department of Commerce and the Department of State also maintain their own sanctions and export control lists.
If we cannot or do not license 31 Table of Contents the infringed technology on reasonable terms or at all, or substitute similar technology from another source, our revenue and operating results could be adversely impacted. Additionally, our customers may not purchase subscriptions to our platform if they are concerned that they may infringe third-party intellectual property rights.
If we cannot or do not license the infringed technology on reasonable terms or at all, or substitute similar technology from another source, our revenue and operating results could be adversely impacted. Additionally, our customers may not purchase subscriptions to our platform if they are concerned that they may infringe third-party intellectual property rights.
For example, our revenue decreased in every quarter of 2024 compared to the same periods in 2023 and we may face similar declines in future periods.
For example, our revenue decreased in every quarter of 2025 compared to the same periods in 2024 and we may face similar declines in future periods.
If we are required to defend our customers against, or hold them harmless from, infringement or other claims, our business may be disrupted, our management’s attention may be diverted, and our operating results and financial condition may suffer. Our failure to protect our intellectual property rights and proprietary information could diminish our brand and other intangible assets .
If we are required to defend our customers against, or hold them harmless from, infringement or other claims, our business may be disrupted, our management’s attention may be diverted, and our operating results and financial condition may suffer. 30 Table of Contents Our failure to protect our intellectual property rights and proprietary information could diminish our brand and other intangible assets .
Moreover, our business may be harmed if we experience problems with any new systems and controls that result in delays in their implementation or increased costs to correct any post-implementation issues that may arise. 26 Table of Contents Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future.
Moreover, our business may be harmed if we experience problems with any new systems and controls that result in delays in their implementation or increased costs to correct any post-implementation issues that may arise. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future.
These laws and regulations are actively enforced and generally prohibit companies and their agents, employees, representatives, business partners, and intermediaries from authorizing, promising, offering, providing, soliciting, or accepting, directly or indirectly, improper payments or benefits to or from government officials and other persons in the public or private sector for improper purposes.
These laws and regulations have historically been actively enforced and generally prohibit companies and their agents, employees, representatives, business partners, and intermediaries from authorizing, promising, offering, providing, soliciting, or accepting, directly or indirectly, improper payments or benefits to or from government officials and other persons in the public or private sector for improper purposes.
Although we experienced significant revenue growth in 2021 and 2020, including a revenue increase of 30% in 2021 compared to 2020, in subsequent years we have seen declines. For example, in 2024, our revenue decreased 10% compared to 2023. If our revenue does not increase in future periods, our business, financial condition and results of operations could be harmed.
Although we experienced significant revenue growth in 2021 and 2020, including a revenue increase of 30% in 2021 compared to 2020, in subsequent years we have seen declines. For example, in 2025, our revenue decreased 6% compared to 2024. If our revenue does not increase in future periods, our business, financial condition and results of operations could be harmed.
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. In February 2024, we completed our $125 million capital return program.
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. In February 2024, we completed our $125 million capital return program, and in March 2025 we completed our $25 million share repurchase program.
As the CCPA continues to evolve, several U.S. states have recently adopted new privacy laws and various other U.S. states are also actively introducing and considering so-called “omnibus” privacy legislation. In 2023, omnibus privacy laws took effect in Colorado, Connecticut, Virginia and Utah, and several other states have passed in 2023 and 2024 omnibus privacy laws.
As the CCPA continues to evolve, several U.S. states have recently adopted new privacy laws and various other U.S. states are also actively introducing and considering so-called “omnibus” privacy legislation. In 2023, omnibus privacy laws took effect in Colorado, Connecticut, Virginia and Utah, and subsequently several other states have adopted or are considering omnibus privacy laws.
For both 2024 and 2023, 13% of our revenue and 11% of our expenses were denominated in currencies other than U.S. dollars.
For 2024,13% of our revenue and 11% of our expenses were denominated in currencies other than U.S. dollars.
There have been, and will continue to be, substantial ongoing costs associated with complying with the various indirect tax requirements in the numerous markets in which we conduct or will conduct business. 34 Table of Contents We may have exposure to greater than anticipated tax liabilities, which could harm our business.
There have been, and will continue to be, substantial ongoing costs associated with complying with the various indirect tax requirements in the numerous markets in which we conduct or will conduct business. We may have exposure to greater than anticipated tax liabilities, which could harm our business.
Any substantial indebtedness, and the fact that a substantial portion of our cash flow from operating activities could be needed to make payments on this indebtedness, could restrict our business operations or have other adverse consequences, including the following: • reducing the availability of our cash flow for our operations, capital expenditures, future business opportunities and other purposes; • limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate, which could place us at a disadvantage compared to our competitors that may have less debt; • limiting our ability to borrow additional funds; and • increasing our vulnerability to general adverse economic and industry conditions. 33 Table of Contents Our ability to borrow any funds needed to operate and expand our business will depend in part on our ability to generate cash.
Any substantial indebtedness, and the fact that a substantial portion of our cash flow from operating activities could be needed to make payments on this indebtedness, could restrict our business operations or have other adverse consequences, including the following: • reducing the availability of our cash flow for our operations, capital expenditures, future business opportunities and other purposes; • limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate, which could place us at a disadvantage compared to our competitors that may have less debt; • limiting our ability to borrow additional funds; and • increasing our vulnerability to general adverse economic and industry conditions.
At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating.
At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or 25 Table of Contents operating.
We are subject to review and audit by U.S. federal, state, local and foreign tax authorities. Such tax authorities may disagree with tax positions we take, and if any such tax authority were to successfully challenge any such position, our business could be harmed.
We are subject to review and audit by U.S. federal, state, local and foreign tax authorities. Such tax authorities may disagree with tax positions we take, and if any such tax authority were to successfully challenge any such position, our 33 Table of Contents business could be harmed.
While it is not possible to determine the extent to which these conflicts may have impacted our business, in 2024 we experienced a decrease of 5% in total revenue from customers in the EMEA region as compared to 2023.
While it is not possible to determine the extent to which these conflicts may have impacted our business, in 2025 we experienced a decrease of 9% in total revenue from customers in the EMEA region as compared to 2024.
As of December 31, 2024 and December 31, 2023, we had no outstanding indebtedness under the Revolving Credit Facility.
As of December 31, 2025 and 2024, we had no outstanding indebtedness under the Revolving Credit Facility.
We primarily rely on a combination of patents, trade secrets, domain name protections, trademarks and copyrights, as well as confidentiality, license and subscription agreements with our employees, consultants and third parties, to protect our intellectual property and proprietary rights. In the United States and abroad, as of December 31, 2024, we have 27 issued patents and 11 pending patent applications.
We primarily rely on a combination of patents, trade secrets, domain name protections, trademarks and copyrights, as well as confidentiality, license and subscription agreements with our employees, consultants and third parties, to protect our intellectual property and proprietary rights. In the United States and abroad, as of December 31, 2025, we have 26 issued patents and 8 pending patent applications.
Under these privacy laws, we typically have fewer direct obligations as a “data processor” or “service provider” than our 27 Table of Contents customers do, with respect to platform personal data.
Under these privacy laws, we typically have fewer direct obligations as a “data processor” or “service provider” than our customers do, with respect to platform personal data.
We define a customer as a unique organization, including its subsidiaries and affiliates, that has entered into an agreement for paid access to our platform. As of December 31, 2024, we had 305 $100k Customers, which are generally large organizations, representing 66% of our ARR.
We define a customer as a unique organization, including its subsidiaries and affiliates, that has entered into an agreement for paid access to our platform. As of December 31, 2025, we had 292 $100k Customers, which are generally large organizations, representing 67% of our ARR.
Successful promotion of our brand will depend on a number of factors, including the effectiveness of our marketing efforts, thought leadership, our ability to provide a high-quality, reliable and cost-effective platform, the perceived value of our platform and products and our ability to provide quality customer success and support experience. Brand promotion activities require us to make substantial investments.
Successful promotion of our brand will depend on a number of factors, including the effectiveness of our marketing efforts, thought leadership, our ability to provide a high-quality, reliable and cost-effective platform, the perceived value of our platform and products and our ability to provide quality customer success and support experience.
Although the majority of our cash generated from revenue is denominated in U.S. dollars, a small amount is denominated in foreign currencies, and our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations.
Although the majority of our cash generated from revenue is denominated in U.S. dollars, a small amount is denominated in foreign currencies, and our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations. For 2025, 13% of our revenue and expenses were denominated in currencies other than U.S. dollars.
The promotion of our brand, however, may not generate customer awareness or increase revenue, and any increase in revenue may not offset the expenses we incur in building and maintaining our brand.
The promotion of our brand, however, may not generate brand interest from customers or increase revenue, and any increase in revenue may not offset the expenses we incur in building and maintaining our brand.
Under legislative changes made in December 2017, U.S. federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such net operating losses is limited. The deductibility of state net operating losses varies by state.
Under the current tax law, U.S. federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such net operating losses is limited. The deductibility of state net operating losses varies by state.
The actions taken by our board of directors and management in seeking to maintain constructive engagement with certain stockholders, however, may not be successful.
Our board of directors and management team are committed to acting in the best interests of all of our stockholders. The actions taken by our board of directors and management in seeking to maintain constructive engagement with certain stockholders, however, may not be successful.
If we fail to comply with those legal standards, we may face substantial civil and criminal fines, penalties, profit disgorgement, reputational harm, loss of access to certain markets, disbarment from government business, the loss of export privileges, tax reassessments, breach of contract, fraud and other litigation, reputational harm, and other collateral consequences that could harm our business.
If we fail to comply with those legal standards, we may face substantial civil and criminal fines, penalties, profit disgorgement, reputational harm, loss of access to certain markets, disbarment from government business, the loss of export privileges, tax reassessments, breach of contract, fraud and other litigation, reputational harm, and other collateral consequences that could harm our business. 29 Table of Contents We use open source software in our platform, which may subject us to litigation or other actions that could harm our business.
Competition for executives, software developers, sales personnel and other key employees in our industry is intense. In particular, we compete with many other companies for software developers with high levels of experience in designing, developing and managing software for live engagement technologies, as well as for skilled sales and operations professionals.
In particular, we compete with many other companies for software developers with high levels of experience in designing, developing and managing software for live engagement technologies, as well as for skilled sales and operations professionals.
It is also not possible to predict the broader consequences of these ongoing conflicts, which could include further sanctions, embargoes, regional instability, geopolitical shifts, or unfavorable developments in macroeconomic conditions, consumer spending habits, currency exchange rates, and financial markets, any of which could adversely impact us or our customers, causing our business to suffer. 23 Table of Contents Compliance with laws and regulations applicable to our global operations substantially increases our cost of doing business in international jurisdictions.
It is also not possible to predict the broader consequences of these ongoing conflicts, which could include further sanctions, embargoes, regional instability, geopolitical shifts, or unfavorable developments in macroeconomic conditions, consumer spending habits, currency exchange rates, and financial markets, any of which could adversely impact us or our customers, causing our business to suffer.
We had a net loss of $42.2 million in 2024 and $51.8 million in 2023, and we may incur net losses in the future.
We had a net loss of $28.9 million in 2025 and $42.2 million in 2024, and we may incur net losses in the future.
We expect continued guidance from applicable authorities, as well as legal challenges to the new frameworks. 28 Table of Contents Other jurisdictions have also instituted specific requirements and restrictions on the cross-border transfer of personal data, and certain countries have passed or are considering passing data localization laws and regulations, which in some cases would require personal data be maintained in the originating jurisdiction and in other cases may prohibit such personal data from being transferred outside of the originating jurisdiction.
Other jurisdictions have also instituted specific requirements and restrictions on the cross-border transfer of personal data, and certain countries have passed or are considering passing data localization laws and regulations, which in some cases would require personal data be maintained in the originating jurisdiction and in other cases may prohibit such personal data from being transferred outside of the originating jurisdiction.
Historically, we have funded our operations and capital expenditures primarily through equity issuances and cash generated from our operations. Although we currently anticipate that our existing cash and cash equivalents and cash flow from operations will be sufficient to meet our cash needs for the foreseeable future, we may require additional financing.
Although we currently anticipate that our existing cash and cash equivalents and cash flow from operations will be sufficient to meet our cash needs for the foreseeable future, we may require additional financing.
In addition, geopolitical developments, such as presidential elections, potential trade wars, and actions or inactions of the U.S. or other major national governments, can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets.
In addition, geopolitical developments and tensions in the U.S. and global markets, such as presidential elections, trade policies, potential trade wars, and actions or inactions of the U.S. or other major national governments (including the imposition of tariffs and retaliatory measures) can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets as well as result in an economic downturn more generally.
In addition, we face challenges of integrating, developing, motivating and retaining an employee base in various countries around the world. Managing any future growth would also require significant expenditures and allocation of valuable management resources.
Our information technology systems and our internal controls and procedures may not adequately keep pace with any future growth. In addition, we face challenges of integrating, developing, motivating and retaining an employee base in various countries around the world. Managing any future growth would also require significant expenditures and allocation of valuable management resources.
In addition, even claims that ultimately are unsuccessful could result in our expenditure of funds in litigation and divert management’s time and other resources. 24 Table of Contents 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.
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.
If we fail to successfully integrate our acquisitions, or the people or technologies associated with those acquisitions, into our company, the results of operations of the combined company could be adversely affected.
In addition, we may not be able to integrate acquired businesses successfully or effectively manage the combined company following an acquisition. If we fail to successfully integrate our acquisitions, or the people or technologies associated with those acquisitions, into our company, the results of operations of the combined company could be adversely affected.
In addition, if we do not meet any financial guidance that we may provide to the public or if we do not meet expectations of securities analysts or investors, the trading price of our common stock could decline significantly. 37 Table of Contents 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.
In addition, if we do not meet any financial guidance that we may provide to the public or if 36 Table of Contents we do not meet expectations of securities analysts or investors, the trading price of our common stock could decline significantly.
For example, we may not be able to expand further in some markets if we are not able to satisfy certain government- and industry-specific requirements.
Future efforts to expand our current international operations, including entering new markets or countries, may not be effective. For example, we may not be able to expand further in some markets if we are not able to satisfy certain government- and industry-specific requirements.
Even if we complete our 2024 Repurchase Program, we may not be successful in our goal of enhancing long-term stockholder value. As we use our cash resources in our 2024 Repurchase Program, we will have less cash to fund our operations and pursue other opportunities that may provide superior value to stockholders.
As we use our cash resources in our 2025 Repurchase Program, we will have less cash to fund our operations and pursue other opportunities that may provide superior value to stockholders.
We must also continue to retain and motivate existing employees through our compensation practices, company culture and career development opportunities. If we fail to attract new personnel or to retain our current personnel, our business would be harmed.
We must also continue to retain and motivate existing employees through our compensation practices, company culture and career development opportunities.
As of December 31, 2024, we had $128.9 million of U.S. federal net operating loss carryforwards available to reduce future taxable income, a portion of which will begin to expire in 2025 if unused.
As of December 31, 2025, we had $137.1 million of U.S. federal net operating loss carryforwards available to reduce future taxable income, a portion of which will begin to expire in 2026 if unused. Of this amount, $85.4 million of the federal net operating loss carryovers will carry over indefinitely and are limited to 80% of taxable income.
Changes in our platform or changes in export, sanctions and import laws may delay the introduction and sale of subscriptions to our platform in international markets, prevent our customers with international operations from using our platform or, in some cases, prevent the access or use of our platform to and from certain countries, governments, persons or entities altogether.
If any precautions we take fail to prevent our platform and products from being accessed or used in violation of such laws, we may face fines and penalties, reputational harm, loss of access to certain markets, or other harm to our business. 28 Table of Contents Changes in our platform or changes in export, sanctions and import laws may delay the introduction and sale of subscriptions to our platform in international markets, prevent our customers with international operations from using our platform or, in some cases, prevent the access or use of our platform to and from certain countries, governments, persons or entities altogether.
These litigation and enforcement developments could require us to change one or more aspects of the way we operate our business, limit our marketing, advertising, business development and sales efforts, impact certain features made available to customers through our platform or require us to introduce changes to our platform or solutions.
These litigation and enforcement developments could require us to change one or more aspects of the way we operate our business, limit our marketing, advertising, business development and sales efforts, impact certain features made available to customers through our platform or require us to introduce changes to our platform or solutions. 27 Table of Contents Although we monitor the regulatory environment and have invested in addressing these developments, including the GDPR, the EU ePrivacy Directive and the CCPA, the ongoing development of privacy laws means that we cannot predict with certainty the impact of these developments.
The adoption of Topic 606 and Topic 340 changed the timing and manner in which we report our revenue and expenses, especially with respect to our sales commissions.
The adoption of Topic 606 and Topic 340 changed the timing and manner in which we report our revenue and expenses, especially with respect to our sales commissions. It is also difficult to predict the impact of future changes to accounting principles or our accounting policies, any of which could harm our business.
If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions we complete could be viewed negatively by our customers, users, industry analysts or investors. In addition, we may not be able to integrate acquired businesses successfully or effectively manage the combined company following an acquisition.
We may not be able to find suitable acquisition candidates and we may not be able to complete acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions we complete could be viewed negatively by our customers, users, industry analysts or investors.
A successful product liability, warranty, or other similar claim against us could have an adverse effect on our business, operating results, and financial condition.
A successful product liability, warranty, or other similar claim against us could have an adverse effect on our business, operating results, and financial condition. In addition, even claims that ultimately are unsuccessful could result in our expenditure of funds in litigation and divert management’s time and other resources.
We may choose to take advantage of some but not all of these reduced reporting burdens. We have taken advantage of certain reduced reporting burdens in our reports with the SEC.
We may choose to take advantage of some but not all of these reduced reporting burdens. We have taken advantage of certain reduced reporting burdens in our reports with the SEC. Accordingly, the information contained herein and in our other SEC reports may be different than the information you receive from other public companies in which you hold stock.
It is possible that we will not generate taxable income in time to use these net operating loss carryforwards before their expiration or at all.
As of December 31, 2025, we had state net operating loss carryforward of $109.1 million, which will also begin to expire in 2026 if unused. It is possible that we will not generate taxable income in time to use these net operating loss carryforwards before their expiration or at all.
In the past, companies that have incorporated open source software into their products have faced claims challenging the ownership or use of open source software or compliance with open source license terms. Accordingly, we could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms.
Accordingly, we could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms.
In addition, in March 2024, our board of directors approved our 2024 Repurchase Program, which allows us to repurchase $25 million in shares of common stock on a discretionary basis from time to time over a 12-month term through open market purchases, privately negotiated transactions, or other means, of which we had repurchased $20.5 million as of December 31, 2024, Our 2024 Repurchase Program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares, or to do so in any particular manner.
In May 2025, our board of directors approved our 2025 Repurchase Program which allows us to repurchase $50 million in shares of common stock on a discretionary basis from time to time through open market purchases, privately negotiated transactions, or other means, of which we had repurchased $17.6 million as of December 31, 2025.
Such securities litigation, if instituted against us, could subject us to substantial costs, divert resources and the attention of management from our business and seriously harm our business. 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.
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.
The loss of any member of our senior management team could harm our business. 25 Table of Contents The failure to attract and retain additional qualified personnel could harm our business and culture and prevent us from executing our business strategy. To execute our business strategy, we must attract and retain highly qualified personnel.
All of our executive officers are at - will employees, and we do not maintain any key person life insurance policies. The loss of any member of our senior management team could harm our business. The failure to attract and retain additional qualified personnel could harm our business and culture and prevent us from executing our business strategy.
If we incur more debt, it would result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede our ability to flexibly operate our business. We may need additional capital, which may not be available on favorable terms, or at all.
The sale of equity to finance any such acquisitions could result in dilution to our stockholders. If we incur more debt, it would result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede our ability to flexibly operate our business.
We have been, and may in the future be, subject to activities initiated by activist stockholders. For example, in March 2023, we entered into the Cooperation Agreement with Indaba Capital Management L.P. (the “Cooperation Agreement”). Pursuant to the Cooperation Agreement, we expanded our board of directors, appointed two new directors, and declassified our board of directors.
We have been, and may in the future be, subject to activities initiated by activist stockholders. For example, in March 2025, we came to an arrangement with Indaba Capital Management L.P.
For example, in 2020, we established a subsidiary in Japan to support our operations in the Asia-Pacific region and in 2022 we established a subsidiary in Germany to support our operations in the EMEA. Future efforts to expand our current international operations, including entering new markets or countries, may not be effective.
In prior periods, we have focused on expanding our international operations and we may return to doing so in future periods. For example, in 2020, we established a subsidiary in Japan to support our operations in the Asia-Pacific region and in 2022 we established a subsidiary in Germany to support our operations in the EMEA.
Accordingly, the information contained herein and in our other SEC reports may be different than the information you receive from other public companies in which you hold stock. 38 Table of Contents In addition, the JOBS Act also provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards.
In addition, the JOBS Act also provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards.
In addition, many of our employees may be able to receive significant proceeds from sales of our equity in the public markets, which may reduce their motivation to continue to work for us. Moreover, these proceeds could create disparities in wealth among our employees, which may harm our culture and relations among employees and our business.
If we fail to attract new personnel or to retain our current personnel, our business would be harmed. 24 Table of Contents In addition, many of our employees may be able to receive significant proceeds from sales of our equity in the public markets, which may reduce their motivation to continue to work for us.
It is also difficult to predict the impact of future changes to accounting principles or our accounting policies, any of which could harm our business. 32 Table of Contents We may acquire other companies, products and technologies, which could require significant management attention, disrupt our business or dilute stockholder value. We may make acquisitions of other companies, products and technologies.
We may acquire other companies, products and technologies, which could require significant management attention, disrupt our business or dilute stockholder value. We may make acquisitions of other companies, products and technologies. We have limited experience in acquisitions.
In addition, we may not successfully evaluate or utilize the acquired technology or accurately forecast the financial impact of an acquisition transaction, including accounting charges, operating costs or revenue.
In addition, we may not successfully evaluate or utilize the acquired technology or accurately forecast the financial impact of an acquisition transaction, including accounting charges, operating costs or revenue. 31 Table of Contents We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of our capital stock.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe follow an incident response plan that includes reporting prompt and timely information regarding material cybersecurity incidents, remediation, and related matters. 39 Table of Contents Our CIO and other leaders work collaboratively across our organization to protect our information systems from cybersecurity threats and to promptly respond to incidents in accordance with our incident response plan, including the necessary steps to ensure remediation.
Biggest changeOur CIO and other leaders work collaboratively across our organization to protect our information systems from cybersecurity threats and to promptly respond to incidents in accordance with our incident response plan, including the necessary steps to ensure remediation.
ON24 is certified under ISO 27001:2013 and 27701:2019, which sets forth a strict framework for managing security and privacy risks, including the necessary internal process and policies to deal with cybersecurity risks and incidents.
ON24 is certified under ISO 27001:2022 and 27701:2019, which sets forth a strict framework for managing security and privacy risks, including the necessary internal process and policies to deal with cybersecurity risks and incidents.
As of December 31, 2024, we are not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition, although we are unable to provide any assurance that such risks will not become material in the future.
As of December 31, 2025, we are not aware of any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect 41 Table of Contents us, including our business strategy, results of operations or financial condition, although we are unable to provide any assurance that such risks will not become material in the future.
The audit committee provides regular briefings to our board of directors as appropriate.
The audit committee provides regular briefings to our board of directors as appropriate. We follow an incident response plan that includes reporting prompt and timely information regarding material cybersecurity incidents, remediation, and related matters.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. Our corporate headquarters is located in San Francisco, California. We currently lease 28,353 square feet of office space pursuant to leases expiring in October 2025, of which 9,526 square feet is being marketed for sublease. We also lease facilities in Charlotte, London and Sydney pursuant to leases expiring in July 2026, July 2035 and April 2027, respectively.
Biggest changeItem 2. Properties. 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.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changePlaintiff has filed a notice of appeal of the district court’s order and that appeal is currently ongoing. We believe that the allegations in the amended complaint are without merit. From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business.
Biggest changeFrom time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business.
Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. Item 4. Mine Safety Disclosures. Not applicable. 40 Table of Contents PART II
Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. Item 4. Mine Safety Disclosures. Not applicable. 42 Table of Contents PART II
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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.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeMine Safety Disclosures 40 PART II Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 41 Item 6 Reserved 42 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 43 Item 7A Quantitative and Qualitative Disclosures about Market Risk 56 Item 8 Financial Statements and Supplementary Data 57 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 86 Item 9A Controls and Procedures 86 Item 9B Other Information 86 Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 87 PART III Item 10 Directors, Executive Officers and Corporate Governance 87
Biggest changeMine Safety Disclosures 42 PART II Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 43 Item 6 Reserved 44 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 45 Item 7A Quantitative and Qualitative Disclosures about Market Risk 59 Item 8 Financial Statements and Supplementary Data 59 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 88 Item 9A Controls and Procedures 89 Item 9B Other Information 89 Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 89 PART III Item 10 Directors, Executive Officers and Corporate Governance 89

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(2) In March 2024, our board of directors authorized the 2024 Repurchase Program for up to $25 million in share repurchases over a 12-month term. Use of Proceeds from our Initial Public Offering of Common Stock In February 2021, we received net proceeds from our IPO of $347.8 million, after deducting the underwriting discount and estimated offering expenses.
Biggest changeUse of Proceeds from our Initial Public Offering of Common Stock In February 2021, we received net proceeds from our IPO of $347.8 million, after deducting the underwriting discount and estimated offering expenses.
In addition, our ability to pay dividends is currently restricted by the terms of our revolving credit facility. 41 Table of Contents Unregistered Sales of Equity Securities None. Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table summarizes the repurchases of our shares of common stock in the fourth quarter of 2024.
In addition, our ability to pay dividends is currently restricted by the terms of our revolving credit facility. 43 Table of Contents Unregistered Sales of Equity Securities None. Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table summarizes the repurchases of our shares of common stock in the fourth quarter of 2025.
Holders of Record As of March 5, 2025, we had 96 holders of record of our common stock. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.
Holders of Record As of March 5, 2026, we had 67 holders of record of our common stock. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.
Period Total number of shares purchased Average price paid per shares (1) Total number of shares purchased as part of publicly announced plans or program Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs (in millions) (2) October 1, 2024 to October 31, 2024 456,936 $ 6.24 456,936 $ 8.8 November 1, 2024 to November 30, 2024 312,409 6.53 312,409 6.8 December 1, 2024 to December 31, 2024 340,694 6.70 340,694 4.5 Total 1,110,039 $ 6.46 1,110,039 $ 4.5 (1) Includes commission of $0.02 per share paid to broker.
Period Total number of shares purchased Average price paid per shares (1) Total number of shares purchased as part of publicly announced plans or program Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs (in millions) (2) October 1, 2025 to October 31, 2025 434,892 $ 5.57 434,892 $ 36.2 November 1, 2025 to November 30, 2025 354,001 5.49 354,001 34.3 December 1, 2025 to December 31, 2025 321,939 5.84 321,939 32.4 Total 1,110,832 $ 5.62 1,110,832 $ 32.4 (1) Includes commission of $0.02 per share paid to broker.
Other than the use of $125 million for our capital return program (which includes $119.7 million used through December 31, 2023 and $5.3 million used in 2024), there has been no material change in the use of proceeds from that described in the IPO prospectus.
Other than the use of $208.7 million for our capital return and other repurchase programs, there has been no material change in the use of proceeds from that described in the IPO prospectus.
Added
(2) In May 2025, our board of directors authorized the 2025 Repurchase Program for up to $50 million in share repurchases. As of December 31, 2025, we have suspended repurchases under the 2025 Repurchase Program in connection with the proposed Merger.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 Severance and related Charges Lease Impairment Charge Total Severance and related Charges Lease Impairment Charge Total Severance and related Charges Lease Impairment Charge Total (in thousands) Cost of revenue Subscription and other platform $ 377 $ — $ 377 $ 2,215 $ 108 $ 2,323 $ 363 $ — $ 363 Professional services 23 — 23 149 119 268 27 — 27 Total cost of revenue 400 — 400 2,364 227 2,591 390 — 390 Sales and marketing 1,705 — 1,705 2,246 256 2,502 1,146 — 1,146 Research and development 112 — 112 1,397 569 1,966 86 — 86 General and administrative 339 — 339 391 409 800 37 — 37 Total restructuring costs $ 2,556 $ — $ 2,556 $ 6,398 $ 1,461 $ 7,859 $ 1,659 $ — $ 1,659 Comparison of the Years Ended December 31, 2024 and 2023 Revenue Year Ended December 31, 2024 As a % of Total Revenue 2023 As a % of Total Revenue $ Change % Change (in thousands, except percentages) Subscription and other platform $ 136,412 92% $ 149,882 92% $ (13,470) (9)% Professional services 11,669 8% 13,826 8% (2,157) (16)% Total revenue $ 148,081 100% $ 163,708 100% $ (15,627) (10)% Year Ended December 31, 2024 As a % of Total Revenue 2023 As a % of Total Revenue $ Change % Change (in thousands, except percentages) Core Platform Subscription and other platform $ 133,841 90% $ 145,223 89% $ (11,382) (8)% Professional services 11,104 8% 12,876 8% (1,772) (14)% Total core platform revenue 144,945 98% 158,099 97% (13,154) (8)% Virtual Conference Subscription and other platform 2,571 2% 4,659 3% (2,088) (45)% Professional service 565 —% 950 —% (385) (41)% Total virtual conference revenue 3,136 2% 5,609 3% (2,473) (44)% Total revenue $ 148,081 100% $ 163,708 100% $ (15,627) (10)% 49 Table of Contents Total revenue decreased $15.6 million, or 10%, in 2024 compared to 2023.
Biggest changeYear Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Severance and related Charges Lease Impairment Charge Total Severance and related Charges Lease Impairment Charge Total Severance and related Charges Lease Impairment Charge Total (in thousands) Cost of revenue Subscription and other platform $ 620 $ — $ 620 $ 377 $ — $ 377 $ 2,215 $ 108 $ 2,323 Professional services 38 — 38 23 — 23 149 119 268 Total cost of revenue 658 — 658 400 — 400 2,364 227 2,591 Sales and marketing 1,177 — 1,177 1,705 — 1,705 2,246 256 2,502 Research and development 159 — 159 112 — 112 1,397 569 1,966 General and administrative 103 — 103 339 — 339 391 409 800 Total restructuring costs $ 2,097 $ — $ 2,097 $ 2,556 $ — $ 2,556 $ 6,398 $ 1,461 $ 7,859 Comparison of the Year Ended December 31, 2025 and 2024 Year Ended December 31, 2025 As a % of Total Revenue 2024 As a % of Total Revenue $ Change % Change (in thousands, except percentages) Subscription and other platform $ 128,512 92% $ 136,412 92% $ (7,900) (6)% Professional services 10,800 8% 11,669 8% (869) (7)% Total revenue $ 139,312 100% $ 148,081 100% $ (8,769) (6)% Year Ended December 31, 2025 As a % of Total Revenue 2024 As a % of Total Revenue $ Change % Change (in thousands, except percentages) Core Platform Subscription and other platform $ 126,378 91% $ 133,841 90% $ (7,463) (6)% Professional services 10,319 7% 11,104 8% (785) (7)% Total core platform revenue 136,697 98% 144,945 98% (8,248) (6)% Virtual Conference Subscription and other platform 2,134 1% 2,571 2% (437) (17)% Professional service 481 1% 565 —% (84) (15)% Total virtual conference revenue 2,615 2% 3,136 2% (521) (17)% Total revenue $ 139,312 100% $ 148,081 100% $ (8,769) (6)% Total revenue decreased $8.8 million, or 6%, in 2025 compared to 2024.
For awards granted before 2024, the expected volatility is estimated using a weighting of our historical volatility and the historical volatility of a peer group of publicly traded companies. For awards granted in 2024, the expected volatility is estimated using our historical volatility. • Expected Dividend Yi eld.
For awards granted before 2024, the expected volatility is estimated using a weighting of our historical volatility and the historical volatility of a peer group of publicly traded companies. For awards granted beginning in 2024, the expected volatility is estimated using our historical volatility. • Expected Dividend Yi eld.
Accordingly, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies or that have opted out of using such extended transition period. Recent Accounting Pronouncements See Note 1 to our consolidated financial statements included elsewhere in this Form 10-K for more information. 55 Table of Contents
Accordingly, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies or that have opted out of using such extended transition period. Recent Accounting Pronouncements See Note 1 to our consolidated financial statements included elsewhere in this Form 10-K for more information. 58 Table of Contents
As of December 31, 2024, we had not drawn down on our line of credit. The terms of the agreement permit voluntary prepayment without premium or penalty. The agreement also permits payment of dividends and share repurchases from open market purchases or through an accelerated share repurchase program, subject to certain terms and conditions.
As of December 31, 2025, we had not drawn down on our line of credit. The terms of the agreement permit voluntary prepayment without premium or penalty. The agreement also permits payment of dividends and share repurchases from open market purchases or through an accelerated share repurchase program, subject to certain terms and conditions.
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in the section titled “Risk Factors” and in other parts of this Report. This section generally discusses 2024 and 2023 items and year-to-year comparisons.
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in the section titled “Risk Factors” and in other parts of this Report. This section generally discusses 2025 and 2024 items and year-to-year comparisons.
The integration of Vibbio’s video capabilities across the ON24 platform allows customers to produce video content that creates more engagement, generates first-party data and drives further personalization. 43 Table of Contents In January 2024, we launched the ON24 AI-powered Analytics and Content Engine (“ACE”).
The integration of Vibbio’s video capabilities across the ON24 platform allows customers to produce video content that creates more engagement, generates first-party data and drives further personalization. 45 Table of Contents In January 2024, we launched the ON24 AI-powered Analytics and Content Engine (“ACE”).
We believe our opportunity to help businesses convert digital engagement into revenue will continue to grow as industries modernize their sales and marketing processes. We sell subscriptions to our platform’s products that are backed by analytics and our ecosystem of third-party integrations.
We believe our opportunity to help businesses convert digital engagement into revenue will continue to grow as industries modernize their sales, marketing, and customer-facing processes. We sell subscriptions to our platform’s products that are backed by analytics and our ecosystem of third-party integrations.
For most businesses to succeed, we believe their sales and marketing strategies must utilize digital engagement that is powered by the latest technology. Our platform provides an innovative way both to scale digital marketing and deepen prospective customer engagement.
For most businesses to succeed, we believe their sales, marketing, and other customer-facing strategies must utilize digital engagement that is powered by the latest technology. Our platform provides an innovative way both to scale digital marketing and deepen prospective customer engagement.
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.
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 and overages from subscription customers.
Provision for Income Taxes Provision for income taxes consists primarily of income taxes related to foreign and state jurisdictions in which we conduct business. 47 Table of Contents Results of Operations We manage and operate as one reportable segment.
Provision for Income Taxes Provision for income taxes consists primarily of income taxes related to foreign and state jurisdictions in which we conduct business. 50 Table of Contents Results of Operations We manage and operate as one reportable segment.
Our NRR was 89%, 82% and 87% as of December 31, 2024, 2023 and 2022, respectively, and our NRR for Core Platform was 89%, 84% and 90%, respectively. The increase in NRR from 2023 to 2024 was primarily driven by our improved customer retention as customers realize the value-added capabilities of our solutions including our AI-powered ACE.
Our NRR was 90%, 89% and 82% as of December 31, 2025, 2024 and 2023, respectively, and our NRR for Core Platform was 90%, 89% and 84%, respectively. The increase in NRR from 2024 to 2025 was primarily driven by our improved customer retention as customers realize the value-added capabilities of our solutions including our AI-powered ACE.
We serve customers of all sizes, ranging from small businesses to global Fortune 100 organizations across a diverse set of industries, including technology, financial services, healthcare, industrial and manufacturing, professional services and B2B information services companies. We had a diverse customer base of 1,645 customers as of December 31, 2024.
We serve customers of all sizes, ranging from small businesses to global Fortune 100 organizations across a diverse set of industries, including technology, financial services, healthcare, industrial and manufacturing, professional services and B2B information services companies. We had a diverse customer base of 1,539 customers as of December 31, 2025.
Similar discussion for 2022 items and year-to-year comparisons may be found in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of our 10-K for the year ended December 31, 2023 , filed with the SEC on March 14, 2024.
Similar discussion for 2023 items and year-to-year comparisons may be found in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of our 10-K for the year ended December 31, 2024 , filed with the SEC on March 13, 2025.
See Note 10 to consolidated financial statements for additional information. (2) Amounts represent our recognized commitments under various software license agreements and are included in our accrued liabilities and other long-term liabilities on our consolidated balance sheets.
See Note 9 to consolidated financial statements for additional information. (2) Amounts represent our recognized commitments under various software license agreements and are included in our accrued liabilities, accounts payable and other long-term liabilities on our consolidated balance sheets.
This favorable change in working capital was impacted by, among other items, the timing of vendor payments and prepayment, the timing of cash receipts from customers as well as our active cost management. Investing Activities Net cash used in investing activities for 2024 was $19.5 million compared to provided cash of $162.3 million for 2023.
This favorable change in working capital was impacted by, among other items, the timing of vendor payments and prepayment, the timing of cash receipts from customers as well as our active cost management. Investing Activities Net cash provided by investing activities for 2025 was $34.8 million compared to used cash of $19.5 million for 2024.
Customers Contributing $100,000 or More to ARR As of December 31, 2024, 2023 and 2022, we had 305, 325 and 345 $100k Customers, respectively, demonstrating our penetration of larger organizations.
Customers Contributing $100,000 or More to ARR As of December 31, 2025, 2024 and 2023, we had 292, 305 and 325 $100k Customers, respectively, demonstrating our penetration of larger organizations.
Liquidity and Capital Resources As of December 31, 2024, we had cash, cash equivalents and marketable securities of $182.7 million. Our investments generally consist of money market mutual funds, U.S. Treasury securities, U.S. Agency securities and debt securities, all of which are available for use in our current operations.
Liquidity and Capital Resources As of December 31, 2025, we had cash, cash equivalents and marketable securities of $167.5 million. Our investments generally consist of money market mutual funds, U.S. Treasury securities, U.S. Agency securities and debt securities, all of which are available for use in our current operations.
Overview We provide a leading, cloud-based intelligent engagement platform that combines best-in-class experiences with personalization and content, to enable sales and marketing organizations to capture and act on connected insights at scale.
Overview We provide a leading, cloud-based intelligent engagement platform that combines best-in-class customer interaction experience with personalization and content, to enable sales, marketing and other customer-facing organizations to capture and act on connected insights at scale.
We recognize subscription revenue on a straight-line basis over the term of the contract beginning on the date access to our platform is granted. Subscription and other platform revenue also includes usage fees from customers who acquire incremental capacity during their contract term.
Our customers do not have the ability to take possession of our software. We recognize subscription revenue on a straight-line basis over the term of the contract beginning on the date access to our platform is granted. Subscription and other platform revenue also includes usage fees from customers who acquire incremental capacity during their contract term.
If we are unable to raise additional capital when desired, our business, results of operations and financial condition could be materially and adversely affected. 52 Table of Contents The following table summarizes our cash flows for the periods presented (in thousands): Year Ended December 31, 2024 2023 2022 Net cash provided by (used in) operating activities $ 4,806 $ (12,202) $ (20,461) Net cash (used in) provided by investing activities (19,451) 162,315 $ (88,981) Net cash used in financing activities (23,274) (124,183) $ (28,618) Operating Activities Our largest source of operating cash is cash collections from our customers for subscriptions to use our platform.
If we are unable to raise additional capital when desired, our business, results of operations and financial condition could be materially and adversely affected. 55 Table of Contents The following table summarizes our cash flows for the periods presented (in thousands): Year Ended December 31, 2025 2024 2023 Net cash provided by (used in) operating activities $ 7,452 $ 4,806 $ (12,202) Net cash provided by (used in) investing activities 34,821 (19,451) 162,315 Net cash used in financing activities (20,388) (23,274) (124,183) Operating Activities Our largest source of operating cash is cash collections from our customers for subscriptions to use our platform.
We expect our research and development expense to decrease moderately in absolute dollars in 2025 compared to 2024 as we focus on further developing our platform and infrastructure while we actively manage costs given the current macro-economic environment.
We expect our research and development expense for 2026 to fluctuate in absolute dollars compared to 2025 as we focus on further developing our platform and infrastructure while we actively manage costs given the current macro-economic environment.
See Note 13 to the consolidated financial statements for additional information.
See Note 12 to the consolidated financial statements for additional information.
The unfavorable change was primarily driven by a decrease in proceeds from maturities and sales of marketable securities of $261.3 million, offset in part by a decrease in purchases of marketable securities of $79.6 million. Our most significant capital expenditures have been investments in our equipment to support ongoing operations. We expect our capital investment to continue in the future.
The favorable change was primarily driven by a decrease in purchases of marketable securities of $78.8 million, offset in part by a decrease in proceeds from maturities and sales of marketable securities of $23.3 million. Our most significant capital expenditures have been investments in our equipment to support ongoing operations. We expect our capital investment to continue in the future.
We have seen a decrease in our customer count in recent years, and our net customers decreased by 139 in 2024 compared to 2023, primarily due to customer churn, offset in part by new customers acquired during the period.
We have seen a decrease in our customer count in recent years, and our net customers decreased by 106 in 2025 compared to 2024, primarily due to customer churn, offset in part by new customer acquisitions during the period.
We had an outstanding standby letter of credit of $1.2 million as a guarantee for a leased space as of December 31, 2024 53 Table of Contents Outstanding principal amounts on the revolving credit facility incur interest at a rate equal to Comerica Bank’s prime referenced rate, as defined in the loan agreement.
We had an outstanding standby letter of credit of 0.2 million under its credit facility as a guarantee for our leased space as of December 31, 2025. 56 Table of Contents Outstanding principal amounts on the revolving credit facility incur interest at a rate equal to Comerica Bank’s prime referenced rate, as defined in the loan agreement.
This favorable change was primarily attributable to the $9.6 million decrease in net loss and $8.6 million favorable changes in operating assets and liabilities between the periods, partially offset by the $1.2 million decrease in non-cash expenses. We made total restructuring related payments of $2.6 million in 2024 compared to $6.5 million in 2023.
This favorable change was primarily attributable to the $13.3 million decrease in net loss and $4.8 million favorable changes in operating assets and liabilities between the periods, partially offset by the $15.5 million decrease in non-cash expenses. We made total restructuring related payments of $2.0 million in 2025, compared to $2.6 million in 2024.
Innovation and Expansion of Our Platform We plan to continually develop new products that enhance the functionality of our platform, improve our user experiences and drive customer engagement in order to further capitalize on new opportunities, which includes building AI-powered capabilities into our product offerings. For example, our new AI-powered ACE became available across our platform starting in January 2024.
Innovation and Expansion of Our Platform We plan to continually develop new products that enhance the functionality of our platform, improve our user experiences and drive customer engagement in order to further capitalize on new opportunities, which includes building AI-powered capabilities into our product offerings.
Substantially all our customers subscribe to ON24 Elite, which is our Core Platform’s flagship product, and enables customers to seamlessly broadcast video-based content and drive real-time interactivity in a single immersive experience. We have since added six other products to our Core Platform.
Substantially all our customers subscribe to ON24 Elite, which is our Core Platform’s flagship product, and enables customers to seamlessly broadcast video-based content and drive real-time interactivity in a single immersive experience. We continue to add additional products to our Core Platform.
In determining whether professional services are distinct, we consider the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services and the contractual dependence of the service on the customer’s satisfaction with the professional services work. Professional services are generally considered distinct from the access to our digital engagement platform.
In determining whether professional services are distinct, we consider the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services and the contractual dependence of the service on the customer’s satisfaction with the professional services work.
The following table sets forth our number of customers, our annual recurring revenue (“ARR”), our dollar-based net retention rate (“NRR”) and our customers contributing at least $100,000 in ARR (“$100k Customers”) as of the dates indicated (dollars in thousands): December 31, 2024 December 31, 2023 December 31, 2022 Customers 1,645 1,784 1,990 ARR $ 129,659 $ 139,708 $ 159,570 ARR - Core Platform (1) $ 127,341 $ 136,155 $ 152,554 NRR 89% 82% 87% NRR - Core Platform (1) 89% 84% 90% $100k Customers 305 325 345 (1) ARR and NRR for Core Platform exclude Virtual Conference product.
The following table sets forth our number of customers, our annual recurring revenue (“ARR”), our dollar-based net retention rate (“NRR”) and our customers contributing at least $100,000 in ARR (“$100k Customers”) as of the dates indicated (dollars in thousands): December 31, 2025 December 31, 2024 December 31, 2023 Customers 1,539 1,645 1,784 ARR $ 124,021 $ 129,659 $ 139,708 ARR - Core Platform (1) $ 122,041 $ 127,341 $ 136,155 NRR 90% 89% 82% NRR - Core Platform (1) 90% 89% 84% $100k Customers 292 305 325 (1) ARR and NRR for Core Platform excludes Virtual Conference product.
Our platform’s portfolio of interactive and hyper-personalized digital experience products create and capture actionable, real-time data at scale from millions of professionals to provide businesses with buying signals and behavioral insights to efficiently convert prospects into customers.
Our platform’s portfolio of interactive and hyper-personalized digital experience products creates and captures actionable, real-time data at scale from millions of professionals to provide businesses with buying signals and behavioral insights to efficiently convert prospects into customers and, ultimately, propel positive business outcomes.
Our NRR as of a specified period end is calculated by dividing current period ARR by prior period ARR. Prior period ARR is the ARR for all engagement platform customers as of twelve months prior to such period end. Current period ARR is the ARR for the same customers as of the specified period end.
Prior period ARR is the ARR for all engagement platform customers as of twelve months prior to such period end. Current period ARR is the ARR for the same customers as of the specified period end.
The risk-free interest rate for the expected term is based on the U.S. Treasury yield curve in effect at the time of the grant. • Expected Term. The expected term represents the period of time that an equity award is expected to be outstanding and is the longer of the requisite service period or the performance period. • Expected Volatility.
Treasury yield curve in effect at the time of the grant. • Expected Term. The expected term represents the period of time that an equity award is expected to be outstanding and is the longer of the requisite service period or the performance period. • Expected Volatility.
This model simulates the various stock price movements of our company and each constituent company of the benchmark index using certain assumptions, including the stock price of our common stock and those of the constituent companies, stock price volatility, risk-free interest rate and expected dividend yield. Compensation cost is recognized regardless of whether the market condition is ultimately satisfied.
This model simulates the various stock price movements of our company and each constituent company of the benchmark index using certain assumptions, including the stock price of our common stock and those of the constituent companies, stock price volatility, risk-free interest rate and expected dividend yield.
We have been applying a disciplined approach to focus our investments on research and development areas that we believe offer the greatest opportunities, including investments in our generative AI capabilities such as ACE, as we expand our platform and bring new products to the market.
The decrease was primarily attributable to lower stock-based-compensation expense. We have been applying a disciplined approach to focus our investments on research and development areas that we believe offer the greatest opportunities, including investments in our generative AI capabilities such as ACE, ON24 IQ and ON24 AI Propel+, as we expand our platform and bring new products to the market.
These development efforts will require significant investments, some of which may be episodic or otherwise cause our expenses to vary from period to period. 44 Table of Contents International Expansion We believe the expansion of real-time, revenue-generating marketing intelligence in international markets is a significant opportunity.
These development efforts will require significant investments, some of which may be episodic or otherwise cause our expenses to vary from period to period. International Expansion We believe the expansion of real-time, revenue-generating marketing intelligence in international markets is a significant opportunity. For 2025, 2024 and 2023, approximately 23% of our revenue came from outside the United States.
We may in the future enter into arrangements to acquire or invest in complementary businesses, products, services and technologies, and we may need to seek additional equity or debt financing.
Subject to the Merger Agreement, we may in the future enter into strategic transactions, such as additional share repurchases or arrangements to acquire or invest in complementary businesses, products, services and technologies, and we may need to seek additional equity or debt financing.
The referenced prime rate was 7.50% as of December 31, 2024 and 8.50% as of December 31, 2023.
The referenced prime rate was 6.75% as of December 31, 2025 and 7.50% as of December 31, 2024.
Number of Customers Increasing awareness of our platform and its broad range of capabilities has enabled us to substantially expand our customer base over the years. We define a customer as a unique organization, including its subsidiaries and affiliates, that has entered into an agreement for paid access to our platform.
Number of Customers Our substantial customer base reflects the broad market awareness of our platform. We define a customer as a unique organization, including its subsidiaries and affiliates, that has entered into an agreement for paid access to our platform.
We expect our subscription and other platform cost of revenue to fluctuate based on the changes in subscription revenue. 46 Table of Contents Professional Services Cost of Revenue Professional services cost of revenue consists primarily of personnel-related costs, including salaries and bonuses, stock-based compensation, third-party consulting services and allocated overhead.
Professional Services Cost of Revenue Professional services cost of revenue consists primarily of personnel-related costs, including salaries and bonuses, stock-based compensation, third-party consulting services and allocated overhead. We expect our professional services cost of revenue to fluctuate based on customer needs.
Revenue excluding our Virtual Conference product decreased $13.2 million, or 8%, in 2024 compared to 2023. We continue to see less demand for our Virtual Conference product and we have deemphasized this product. Subscription and other platform revenue decreased $13.5 million in 2024 compared to 2023.
Excluding our Virtual Conference product, revenue decreased $8.2 million, or 6%, in 2025 compared to 2024. We continue to see less demand for our Virtual Conference product and we have deemphasized this product. 52 Table of Contents Subscription and other platform revenue decreased $7.9 million in 2025 compared to 2024.
Other (Income) Expense, Net Other (income) expense, net consists primarily of currency transaction gains or losses, interest income, amortization and accretion on marketable securities, and miscellaneous non-operational income and expense.
Interest Expense Interest expense consists primarily of interest expense incurred on our short-term financing, equipment loans and finance leases. Other (Income) Expense, Net Other (income) expense, net consists primarily of currency transaction gains or losses, interest income, amortization and accretion on marketable securities, and miscellaneous non-operational income and expense.
Subscription and other platform revenue excluding our Virtual Conference product decreased $11.4 million in 2024 compared to 2023. These decreases were primarily due to lower net customers and reduced ARR as discussed in the section titled “Key Business Metrics.” Professional services revenue decreased $2.2 million in 2024 compared to 2023.
Excluding our Virtual Conference product, subscription and other platform revenue decreased $7.5 million in 2025 compared to 2024. The decrease was primarily due to lower net customers and reduced ARR as discussed in the section titled “Key Business Metrics.” Professional services revenue decreased $0.9 million in 2025 compared to 2024.
Expanding our international operations will require considerable management attention and other resources and may present challenges associated with complying with local expectations, customs, laws and regulations, and geopolitical disputes (including the Ukraine-Russia war and the conflict in the Middle East), which may impact our ability to sell subscriptions to our solutions and otherwise cause our results to vary from period to period.
Expanding our international operations will require considerable management attention and other resources and may present challenges associated with complying with local expectations, customs, laws and regulations, and geopolitical disputes (including the Ukraine-Russia war and the conflict in the Middle East), which may impact our ability to sell subscriptions to our solutions and otherwise cause our results to vary from period to period. 47 Table of Contents Key Business Metrics We review the following key business metrics to measure our performance, identify trends, formulate financial projections and make strategic decisions.
As our go-to-market strategies evolve, we may modify our pricing strategies in the future, which could result in changes to SSP. 54 Table of Contents Stock-Based Compensation We issue stock-based compensation awards to employees, primarily in the form of restricted stock units.
As our go-to-market strategies evolve, we may modify our pricing strategies in the future, which could result in changes to SSP. Stock-Based Compensation We issue stock-based compensation awards to employees, primarily in the form of restricted stock units (“RSUs”). We measure stock-based compensation expense related to these awards based on the grant date fair value of the awards.
We did not incur such costs in 2024 or 2022. 48 Table of Contents (4) The results of operations include restructuring costs, which primarily represent severance and related expense due to restructuring activities, and impairment charges on our headquarters lease, as follows. See Note 17 to the consolidated financial statements for additional information.
We did not incur such costs in 2024 or 2023. 51 Table of Contents (6) The results of operations include restructuring costs, which primarily represent severance and related expenses due to restructuring activities, as follows. See Note 16 to the consolidated financial statements for additional information.
Provision for Income Taxes Year Ended December 31, 2024 As a % of Total Revenue 2023 As a % of Total Revenue $ Change % Change (in thousands, except percentages) Provision for income taxes $ 633 —% $ 995 1% $ (362) (36%) The decrease in provision for income taxes for 2024 compared to 2023 was primarily driven by the decreased income in foreign jurisdictions.
Provision for Income Taxes Year Ended December 31, 2025 As a % of Total Revenue 2024 As a % of Total Revenue $ Change % Change (in thousands, except percentages) Provision for income taxes $ 398 —% $ 633 —% $ (235) (37%) The decrease in provision for income taxes in 2025 compared to 2024 was primarily driven by foreign exchange impacts.
General and Administrative Year Ended December 31, 2024 As a % of Total Revenue 2023 As a % of Total Revenue $ Change % Change (in thousands, except percentages) General and administrative $ 46,399 31% $ 49,124 30% $ (2,725) (6)% General and administrative expense decreased $2.7 million, or 6%, in 2024 compared to 2023.
General and Administrative Year Ended December 31, 2025 As a % of Total Revenue 2024 As a % of Total Revenue $ Change % Change (in thousands, except percentages) General and administrative $ 38,677 28% $ 46,399 31% $ (7,722) (17)% General and administrative expense decreased $7.7 million, or 17%, in 2025 compared to 2024.
The following tables set forth selected consolidated statements of operations data for each of the periods presented: Year Ended December 31, 2024 2023 2022 (in thousands) Revenue: Subscription and other platform $ 136,412 $ 149,882 $ 171,841 Professional services 11,669 13,826 19,031 Total revenue 148,081 163,708 190,872 Cost of revenue: Subscription and other platform (1)(4) 28,037 34,751 39,241 Professional services (1)(4) 9,975 11,512 13,544 Total cost of revenue 38,012 46,263 52,785 Gross profit 110,069 117,445 138,087 Operating expenses: Sales and marketing (1)(4) 78,077 89,200 109,599 Research and development (1)(2)(4) 36,250 41,122 44,102 General and administrative (1)(3)(4) 46,399 49,124 43,969 Total operating expenses 160,726 179,446 197,670 Loss from operations (50,657) (62,001) (59,583) Interest expense 34 93 181 Other income, net (9,168) (11,303) (2,514) Loss before provision for income taxes (41,523) (50,791) (57,250) Provision for income taxes 633 995 958 Net loss $ (42,156) $ (51,786) $ (58,208) (1) Includes stock-based compensation as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Cost of revenue Subscription and other platform $ 2,612 $ 2,814 $ 3,375 Professional services 535 545 676 Total cost of revenue 3,147 3,359 4,051 Sales and marketing 12,371 13,974 14,304 Research and development 8,911 9,126 7,958 General and administrative 20,758 18,558 12,230 Total stock-based compensation expense $ 45,187 $ 45,017 $ 38,543 (2) Research and development expense includes amortization of acquired intangible asset of $551 thousand for 2024, $558 thousand for 2023 and $434 thousand for 2022.
The following tables set forth selected consolidated statements of operations data for each of the periods presented: Year Ended December 31, 2025 2024 2023 (in thousands) Revenue: Subscription and other platform $ 128,512 $ 136,412 $ 149,882 Professional services 10,800 11,669 13,826 Total revenue 139,312 148,081 163,708 Cost of revenue: Subscription and other platform (1)(5) 25,731 28,037 34,751 Professional services (1)(5) 9,613 9,975 11,512 Total cost of revenue 35,344 38,012 46,263 Gross profit 103,968 110,069 117,445 Operating expenses: Sales and marketing (1)(5) 68,094 78,077 89,200 Research and development (1)(2)(5) 32,972 36,250 41,122 General and administrative (1)(3)(4)(5) 38,677 46,399 49,124 Total operating expenses 139,743 160,726 179,446 Loss from operations (35,775) (50,657) (62,001) Interest expense 163 34 93 Other income, net (7,483) (9,168) (11,303) Loss before provision for income taxes (28,455) (41,523) (50,791) Provision for income taxes 398 633 995 Net loss $ (28,853) $ (42,156) $ (51,786) (1) Includes stock-based compensation as follows: Year Ended December 31, 2025 2024 2023 (in thousands) Cost of revenue Subscription and other platform $ 1,524 $ 2,612 $ 2,814 Professional services 456 535 545 Total cost of revenue 1,980 3,147 3,359 Sales and marketing 8,156 12,371 13,974 Research and development 5,291 8,911 9,126 General and administrative 13,258 20,758 18,558 Total stock-based compensation expense $ 28,685 $ 45,187 $ 45,017 (2) Research and development expense includes amortization of the acquired intangible asset of $570 thousand for 2025, $551 thousand for 2024 and $558 thousand for 2023.
We define a customer as a unique organization, including its subsidiaries and affiliates, that has entered into an agreement for paid access to our platform. A single customer may have multiple agreements with us for separate divisions, subsidiaries or affiliates. Our operating results and growth prospects will depend in part on our ability to attract new customers.
A single customer may have multiple agreements with us for separate divisions, subsidiaries or affiliates. Our operating results and growth prospects will depend in part on our ability to attract new customers.
This solution enables hyper-personalization at scale across ON24 experiences, uses generative artificial intelligence (“AI”) to automatically create content and videos to feed ongoing nurture streams and provides an advanced set of intelligent analytics to our customers. We deliver our platform products as cloud-based subscriptions that are easy to use and purpose-built for sales and marketing professionals.
This solution enables hyper-personalization at scale across ON24 experiences, uses generative artificial intelligence (“AI”) to automatically create content and videos to feed ongoing nurture streams and provides an advanced set of intelligent analytics to our customers.
For 2024 and 2023, approximately 23% of our revenue came from outside the United States, compared to 24% in 2022. We believe there is a compelling opportunity to continue to elevate expansion opportunities for our solutions internationally, both in countries where we currently operate and countries where we do not yet sell subscriptions to our solutions.
We believe there is a compelling opportunity to continue to elevate expansion opportunities for our solutions internationally, both in countries where we currently operate and countries where we do not yet sell subscriptions to our solutions.
The time-based restricted stock unit awards we grant to employees generally vest over three to four years. The grant date fair value of the market performance-based restricted stock unit awards is estimated using a Monte Carlo simulation which factors in the number of awards to be earned based on the achievement of the market condition.
The grant date fair value of the MPSUs is estimated using a Monte Carlo simulation which factors in the number of awards to be earned based on the achievement of the market condition.
In March 2024, our board of directors approved a new $25 million share repurchase program (the “2024 Repurchase Program”) allowing us to purchase shares of our common stock on a discretionary basis from time to time over a 12-month term through open market repurchases, privately negotiated transactions, or other means.
In May 2025, our board of directors approved a $50 million share repurchase program (the “2025 Repurchase Program”) authorizing us to repurchase shares of common stock on a discretionary basis from time to time through open market purchases, privately negotiated transactions, or other means.
Operating Expenses Sales and Marketing Year Ended December 31, 2024 As a % of Total Revenue 2023 As a % of Total Revenue $ Change % Change (in thousands, except percentages) Sales and marketing $ 78,077 53% $ 89,200 54% $ (11,123) (12)% Sales and marketing expense decreased $11.1 million, or 12%, in 2024 compared to 2023.
Operating Expenses Sales and Marketing Year Ended December 31, 2025 As a % of Total Revenue 2024 As a % of Total Revenue $ Change % Change (in thousands, except percentages) Sales and marketing $ 68,094 49% $ 78,077 53% $ (9,983) (13)% Sales and marketing expense decreased $10.0 million, or 13%, in 2025 compared to 2024.
(3) General and administrative expense for 2023 includes professional advisory expenses associated with activism defense and related costs of $2,656 thousand.
(4) General and administrative expense for 2025, 2024 and 2023 includes professional advisory expenses associated with activism defense and related costs of $179 thousand, nil and $2,656 thousand, respectively. (5) General and administrative expense for 2025 includes acquisition related transaction costs of $1,197 thousand.
Other sales and marketing expenses include promotional events to promote our brand, such as awareness programs, digital programs, trade shows and our annual user conference, software license expenses and allocated overhead.
Operating Expenses Sales and Marketin g Sales and marketing expenses primarily consist of personnel-related expenses, including stock-based compensation directly associated with our sales and marketing organization. Other sales and marketing expenses include promotional events to promote our brand, such as awareness programs, digital programs, trade shows and our annual user conference, software license expenses and allocated overhead.
Our cash flows from operating activities provided net cash of $4.8 million in 2024 compared to used net cash of $12.2 million in 2023, resulting in a cash inflow of $17.0 million.
Our cash flows from operating activities provided net cash of $7.5 million in 2025 compared to $4.8 million in 2024, resulting in an increase of cash inflow of $2.6 million.
The determination of SSP for each distinct performance obligation requires judgement. The SSP is the price at which we would sell a promised good or service separately to a customer.
Professional services are generally considered distinct from the access to our digital engagement platform. 57 Table of Contents The determination of SSP for each distinct performance obligation requires judgment. The SSP is the price at which we would sell a promised good or service separately to a customer.
The assumptions and estimates used in the Monte Carlo valuations are as follows: • Fair Value of Common Stock . The fair value of each share of common stock was based on the closing price of our common stock on the date of grant, as reported on the New York Stock Exchange. • Risk-Free Interest Rate.
The fair value of each share of common stock was based on the closing price of our common stock on the date of grant, as reported on the New York Stock Exchange. • Risk-Free Interest Rate. The risk-free interest rate for the expected term is based on the U.S.
Cost of Revenue and Gross Margin Year Ended December 31, 2024 As a % of Total Revenue 2023 As a % of Total Revenue $ Change % Change (in thousands, except percentages) Subscription and other platform $ 28,037 19% $ 34,751 21% $ (6,714) (19)% Professional services 9,975 7% 11,512 7% (1,537) (13)% Total cost of revenue $ 38,012 26% $ 46,263 28% $ (8,251) (18)% Gross profit $ 110,069 74% $ 117,445 72% $ (7,376) (6)% Gross margin 74 % 72 % Cost of Revenue Cost of revenue decreased $8.3 million, or 18%, in 2024 compared to 2023, primarily reflecting the result of our active cost management and headcount reduction related to our restructuring activities.
Cost of Revenue and Gross Margin Year Ended December 31, 2025 As a % of Total Revenue 2024 As a % of Total Revenue $ Change % Change (in thousands, except percentages) Subscription and other platform $ 25,731 18% $ 28,037 19% $ (2,306) (8)% Professional services 9,613 7% 9,975 7% (362) (4)% Total cost of revenue $ 35,344 25% $ 38,012 26% $ (2,668) (7)% Gross profit $ 103,968 75% $ 110,069 74% $ (6,101) (6)% Gross margin 75 % 74 % Cost of Revenue Cost of revenue decreased $2.7 million, or 7%, in 2025 compared to 2024, primarily reflecting the result of our active cost management and headcount reduction associated with our restructuring activities.
While we continued to invest in our cloud infrastructure capabilities to support our business needs, we have made cost reductions across our business since the second half of 2022 to streamline our operations. We expect gross margin for 2025 to be relatively consistent with 2024.
Gross Margin Gross margin was 75% in 2025 compared to 74% in 2024. While we continued to invest in our cloud infrastructure capabilities to support our ongoing business needs, we also made cost reductions across our business to enhance efficiency. We expect gross margin for 2026 to be relatively consistent with 2025.
Our principal uses of cash in recent periods have been to fund our operations, invest in research and development, purchase investments and to a lesser extent fund share repurchases and strategic transactions. We believe our existing cash, cash equivalents and marketable securities will be sufficient to meet our needs for at least the next 12 months.
Our principal uses of cash in recent periods have been to fund our operations, invest in research and development, purchase investments and to a lesser extent fund share repurchases and strategic transactions.
Commitments and Contractual Obligations The following table summarizes our non-cancelable contractual obligations as of December 31, 2024 (in thousands): Payments Due by Period Total 2025 2026 to 2027 2028 to 2029 2030 and Thereafter Operating lease obligations $ 3,583 $ 2,482 $ 923 $ 178 $ — Purchase commitments (1) 4,772 3,229 1,543 — — Other (2) 4,589 3,257 1,332 — — Total $ 12,944 $ 8,968 $ 3,798 $ 178 $ — (1) Amounts primarily represent our commitments under various software license and hosting facilities and services agreements.
Commitments and Contractual Obligations The following table summarizes our significant non-cancelable contractual obligations as of December 31, 2025 (in thousands): Payments Due by Period Total 2026 2027 to 2028 2029 to 2030 2031 and Thereafter Operating lease obligations $ 6,596 $ 1,069 $ 2,885 $ 2,338 $ 304 Purchase commitments (1) 3,796 2,721 1,075 — — Other (2) 3,293 3,134 159 — — Total (3) $ 13,685 $ 6,924 $ 4,119 $ 2,338 $ 304 (1) Amounts primarily represent our commitments under various software license and hosting facilities and services agreements.
We expect to incur additional restructuring costs of $0.8 million to $1.0 million in the first quarter of 2025 related to our ongoing cost reduction efforts and may incur additional costs in future periods for restructuring activities.
See Note 16 to the consolidated financial statements for further information. We expect to incur an additional $0.3 million to $0.5 million in restructuring costs in the first quarter of 2026 as part of our ongoing cost reduction efforts and may incur additional costs in future periods for restructuring activities.
The decrease in our $100k Customers from December 31, 2023 was primarily driven by fewer new customer acquisitions, customers reducing their spend with us below the $100K threshold and fewer customers increasing their spending with us in 2024 compared to 2023.
The decrease in $100k Customers from December 31, 2024 was primarily driven by customers reducing their spend with us below the $100,000 threshold and a reduction in the number of net new customers.
These costs are related to our co-located data centers, personnel-related costs such as salaries, bonuses, stock-based compensation expense, benefits costs associated with our operations and support personnel, software license fees and allocated overhead.
These costs are related to our hosting facilities, personnel-related costs such as salaries, bonuses, stock-based compensation expense, benefits costs associated with our operations and support personnel, software license fees and allocated overhead. We expect our subscription and other platform cost of revenue to fluctuate based on the changes in subscription revenue.
As of December 31, 2024, 2023 and 2022, our ARR was $129.7 million, $139.7 million and $159.6 million, respectively, and our ARR for Core Platform, which excludes Virtual Conference product, was $127.3 million, $136.2 million and $152.6 million, respectively.
As of December 31, 2025, 2024 and 2023, our ARR was $124.0 million, $129.7 million and $139.7 million, respectively, and our ARR for Core Platform, which excludes Virtual Conference product, was $122.0 million, $127.3 million and $136.2 million, respectively. The decrease in ARR from December 31, 2024 primarily reflected a lower customer count at the end of 2025.
We measure stock-based compensation expense related to these awards based on the grant date fair value of the awards. For time-based awards, we recognize stock-based compensation on a straight-line basis over the requisite service period, which generally equals the vesting period.
For time-based awards, we recognize stock-based compensation on a straight-line basis over the requisite service period, which generally equals the vesting period. For market performance-based stock unit awards (“MPSUs”) and performance-based stock unit awards (“PSUs”), we recognize stock-based compensation on an accelerated basis over the requisite service period, which generally equals the performance period.
We expect such expenses will fluctuate as a percentage of revenue in the near and long term. Interest Expense Interest expense consists primarily of interest expense incurred on our capital leases and revolving credit facility.
We expect our research and development expense to fluctuate in absolute dollars in the long term as well as in the near term. We expect such expenses will fluctuate as a percentage of revenue in the near and long term.
We expect such expenses will fluctuate as a percentage of revenue in the near and long term as we continue to support our growth initiatives. Research and Development Research and development expenses primarily consist of personnel-related expenses, including stock-based compensation directly associated with our research and development employees, contractor costs related to third-party development and allocated overhead.
Research and Development Research and development expenses primarily consist of personnel-related expenses, including stock-based compensation directly associated with our research and development employees, contractor costs related to third-party development and allocated overhead. Research and development costs are expensed as incurred. We believe continued development of our platform and infrastructure is important for our future growth.
Interest Expense Year Ended December 31, 2024 As a % of Total Revenue 2023 As a % of Total Revenue $ Change % Change (in thousands, except percentages) Interest expense $ 34 —% $ 93 —% $ (59) (63%) Interest expense for 2024 remained relatively flat in absolute dollars compared to 2023. 51 Table of Contents Other Income, Net Year Ended December 31, 2024 As a % of Total Revenue 2023 As a % of Total Revenue $ Change % Change (in thousands, except percentages) Other income, net $ (9,168) (6)% $ (11,303) (7)% $ (2,135) (19)% The decreases in other income, net for 2024 compared to 2023 were primarily driven by the decrease in investment income.
Other Income, Net Year Ended December 31, 2025 As a % of Total Revenue 2024 As a % of Total Revenue $ Change % Change (in thousands, except percentages) Other income, net $ (7,483) (5)% $ (9,168) (6)% $ (1,685) (18)% 54 Table of Contents The decrease in other income, net in 2025 compared to 2024 was primarily driven by lower investment income.
For market performance-based awards, we recognize stock-based compensation ratably over the requisite service period, which generally equals the performance period. We account for forfeited awards as they occur. The fair value of the restricted stock unit awards is based on the closing market value of our common stock on the grant date.
We account for forfeited awards as they occur. The fair value of RSUs and PSUs is determined based on the closing market value of our common stock on the grant date. These awards granted to employees generally vest over three to four years.
Financing Activities Net cash used in financing activities for 2024 was $23.3 million compared to $124.2 million for 2023. The decrease in cash outflow was primarily driven by the $49.9 million payment of the special one-time dividend in the second quarter of 2023 and $48.8 million of decreased spending on share repurchases during the period.
Financing Activities Net cash used in financing activities for 2025 was $20.4 million compared to $23.3 million for 2024. This favorable change was primarily driven by the decreased spending on share repurchases during the period.
Professional services revenue excluding our Virtual Conference product decreased $1.8 million in 2024 compared 2023. These decreases were primarily due to more customers electing to be “self-service” and not utilize our professional services offerings as well as a decrease in total customer count which reduced the demand for our services.
Excluding our Virtual Conference product, professional services revenue decreased $0.8 million compared to 2024. The decreases primarily reflect more customers shifting toward “self-service” instead of utilizing our core professional services offerings, along with a decline in total customer count that further reduced demand.
Key Business Metrics We review the following key business metrics to measure our performance, identify trends, formulate financial projections and make strategic decisions. Our methods for calculating these metrics may differ from similarly titled metrics at other companies, which may hinder comparability with other companies.
Our methods for calculating these metrics may differ from similarly titled metrics at other companies, which may hinder comparability with other companies.
In addition, these expenses include external legal costs, accounting and other consulting services, bad debt expense and allocated overhead. We expect general and administrative expenses to increase in absolute dollars in the long term but may fluctuate in the near term due to active cost management.
We expect general and administrative expenses to increase in absolute dollars in the long term but may fluctuate in the near term due to active cost management. We expect such expenses will fluctuate as a percentage of revenue in the near and long term.
The decrease in ARR from December 31, 2023 was primarily due to customer churn and rationalizing contractual entitlements, decreased demand for our deemphasized Virtual Conference product, and to a lesser extent, fewer new customers acquired during the period. 45 Table of Contents Dollar-Based Net Retention Rate We believe NRR is an important metric that provides insight into the long-term value of our subscription agreements and our ability to retain and organically grow revenue from our customers.
Dollar-Based Net Retention Rate We believe NRR is an important metric that provides insight into the long-term value of our subscription agreements and our ability to retain and organically grow revenue from our customers. Our NRR as of a specified period end is calculated by dividing current period ARR by prior period ARR.
We pursued additional reductions in our workforce in 2023 and 2024 to further reduce our cost structure. We expect to incur additional restructuring costs in the first quarter of 2025 related to our ongoing cost reduction efforts. Acquiring New Customers We are focused on growing the number of customers that use our platform.
We expect to incur additional restructuring costs in the first quarter of 2026 related to these cost reduction efforts. Acquiring New Customers We are focused on growing the number of customers that use our platform. We define a customer as a unique organization, including its subsidiaries and affiliates, that has entered into an agreement for paid access to our platform.
The decrease in 2024 was also attributable to the $2.7 million professional advisory expenses associated with activism defense we incurred in 2023, which we did not incur in 2024. We expect our general and administrative expense to decrease moderately in absolute dollars in 2025 compared to 2024 as we continue to actively manage costs given the current macro-economic environment.
We expect our general and administrative expense for 2026 to fluctuate in absolute dollars compared to 2025 as we continue to actively manage costs given the current macro-economic environment.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe following table presents the hypothetical fair values of our marketable securities assuming immediate parallel shifts in the yield curve of 5 0 basis points (“BPS”), 100 BPS and 150 BPS as of December 31, 2024 (in thousands): (150 BPS) (100 BPS) (50 BPS) Fair Value as of December 31, 2024 50 BPS 100 BPS 150 BPS Marketable securities $ 169,396 $ 168,865 $ 168,334 $ 167,803 $ 167,271 $ 166,740 $ 166,209 56 Table of Contents
Biggest changeThe following table presents the hypothetical fair values of our marketable securities assuming immediate parallel shifts in the yield curve of 5 0 basis points (“BPS”), 100 BPS and 150 BPS as of December 31, 2025 (in thousands): (150 BPS) (100 BPS) (50 BPS) Fair Value as of December 31, 2025 50 BPS 100 BPS 150 BPS Marketable securities $ 131,789 $ 131,362 $ 130,937 $ 130,516 $ 130,097 $ 129,681 $ 129,269
The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have had a material impact on our historical consolidated financial statements for the years ended December 31, 2024 , 2023 and 2022.
The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have had a material impact on our historical consolidated financial statements for the years ended December 31, 2025 , 2024 and 2023.

Other ONTF 10-K year-over-year comparisons