ON24 Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to _____Commission File Number: 001-39965 ON24, INC.(Exact name of registrant as specified in its charter) (State or other jurisdiction ofincorporation or organization)301 Howard Street, Suite 1100San Francisco, CA(Address of principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act). YesNo Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Smaller reporting company Non-accelerated filer Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant based upon the closing sale price on the NewYork Stock Exchange as of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately140million. As of March5, 2026, the registrant had 42,866,926 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for the 2026 Annual Stockholders’ Meeting, which the registrant expects to file with theSecurities and Exchange Commission within 120 days of December 31, 2025, are incorporated by reference into Part III (Items 10, 11,12, 13 and 14)of this Annual Report on Form 10-K. Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS PART I Item 1.Business3Item 1ARisk Factors15Item 1BUnresolved Staff Comments41Item 1CCybersecurity41Item 2Properties42Item 3Legal Proceedings42Item 4.Mine Safety Disclosures42 PART II Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities43Reserved44Management's Discussion and Analysis of Financial Condition and Results of Operations45Quantitative and Qualitative Disclosures about Market Risk59Financial Statements and Supplementary Data59Changes in and Disagreements with Accountants on Accounting and Financial Disclosure88Controls and Procedures89Other Information89Disclosure Regarding Foreign Jurisdictions that Prevent Inspections89 Item 5Item 6Item 7Item 7AItem 8Item 9Item 9AItem 9BItem 9C PART III Item 10Directors, Executive Officers and Corporate Governance89Item 11.Executive Compensation89Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters89Item 13.Certain