10-K: ON24 Reports 6% Revenue Decline, Merger with Cvent Pending

ON24, Inc. reported a 6% decrease in total revenue for 2025, alongside a reduced net loss, as it navigates a proposed merger with Cvent Atlanta, LLC.

Summary

• Total revenue decreased by 6% to $139.3 million in 2025 from $148.1 million in 2024.
• Net loss improved to $28.9 million in 2025 from $42.2 million in 2024.
• Annual Recurring Revenue (ARR) declined to $124.0 million as of December 31, 2025, from $129.7 million in 2024.
• Dollar-Based Net Retention Rate (NRR) increased to 90% in 2025 from 89% in 2024, driven by improved customer retention.
• Customer count decreased to 1,539 as of December 31, 2025, from 1,645 in 2024, primarily due to customer churn.
• The company entered into a Merger Agreement with Cvent Atlanta, LLC on December 29, 2025, to be acquired for $8.10 per share in cash.
• Workforce reductions continued in 2025 and 2024 as part of cost management efforts, with additional restructuring costs expected in Q1 2026.
• New product launches in 2025 include Lumina Design System, ON24 IQ Intelligent agents, ON24 Translate, ON24 AI Propel+, and ON24 LinkedIn Integration.
• The company is deemphasizing its ON24 Virtual Conference product due to less demand with the return of in-person events.
• A consolidated securities class action lawsuit against the company and its officers was partially affirmed by the Ninth Circuit in January 2026, after being dismissed with prejudice by the district court in March 2024.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a challenging period for ON24, marked by declining revenue and customer metrics, partially offset by improved net loss and NRR. The pending merger with Cvent introduces significant uncertainty and a fixed exit price for shareholders, limiting future upside.

Positives

• Net loss decreased to $28.9 million in 2025 from $42.2 million in 2024, indicating improved financial efficiency.
• Gross margin improved to 75% in 2025 from 74% in 2024, reflecting cost reductions and efficiency gains.
• Dollar-Based Net Retention Rate (NRR) increased to 90% in 2025 from 89% in 2024, driven by improved customer retention and the value-added capabilities of AI-powered solutions.
• Successful launch of several new AI-powered products and features in 2025, including Lumina Design System, ON24 IQ Intelligent agents, ON24 Translate, ON24 AI Propel+, and ON24 LinkedIn Integration, enhancing platform functionality.
• Net cash provided by operating activities increased to $7.5 million in 2025 from $4.8 million in 2024.
• The company holds 26 issued patents and 8 pending patent applications as of December 31, 2025, protecting its intellectual property.
• The cybersecurity program is ISO 27001:2022 and 27701:2019 certified, led by a Chief Information Officer with over 20 years of experience, indicating robust risk management.

Negatives

• Total revenue decreased by 6% to $139.3 million in 2025 from $148.1 million in 2024.
• Subscription and other platform revenue decreased by $7.9 million (6%) in 2025 compared to 2024.
• Professional services revenue decreased by $0.9 million (7%) in 2025 compared to 2024, reflecting a shift towards self-service and a decline in customer count.
• Annual Recurring Revenue (ARR) decreased to $124.0 million as of December 31, 2025, from $129.7 million in 2024, primarily due to a lower customer count.
• Customer count decreased by 106 to 1,539 as of December 31, 2025, from 1,645 in 2024, primarily due to churn.
• The number of $100k Customers decreased to 292 as of December 31, 2025, from 305 in 2024, due to customers reducing spend and fewer net new large customers.
• The company has a history of net losses, with a net loss of $28.9 million in 2025.
• The ON24 Virtual Conference product is being deemphasized due to decreased demand with the return of large-scale in-person events.
• Cash, cash equivalents, and marketable securities decreased to $167.5 million as of December 31, 2025, from $182.7 million in 2024.
• Ongoing workforce reductions and expected additional restructuring costs of $0.3 million to $0.5 million in Q1 2026 indicate continued cost pressures and organizational changes.
• The proposed merger with Cvent Atlanta, LLC, if completed, will result in the company becoming privately held and stockholders receiving a fixed cash amount of $8.10 per share, foregoing future growth potential.

Risks

• Revenue has decreased in recent years and may continue to decline due to reduced customer budgets, increased emphasis on in-person marketing, and competitive dynamics.
• Quarterly results may fluctuate significantly and may not fully reflect underlying business performance, potentially impacting securities value.
• Failure to attract new customers or retain/expand usage of existing customers would harm business and growth prospects.
• Intense competition in markets from various companies, including those with larger customer bases and greater resources, could harm operating results.
• Adverse general economic, political, and market conditions (e.g., inflation, labor constraints, geopolitical tensions) may reduce spending on sales and marketing technology.
• A decline in demand for solutions or live engagement technologies in general could harm the business.
• History of net losses and potential for increased expenses in the future, preventing profitability.
• Failure to effectively develop and expand marketing and sales capabilities could harm customer acquisition and market acceptance.
• Issues with the use of AI in the platform (flawed algorithms, insufficient data, copyrighted content, legal uncertainties) may result in reputational harm or liability.
• Heavy reliance on third parties for computing, storage, processing, and application integration services, with potential for disruptions or unfavorable changes in terms.
• Cybersecurity-related attacks, significant data breaches, or disruptions of IT systems could negatively affect the business, leading to unauthorized access, regulatory actions, litigation, and reputational harm.
• Interruptions, delays, or outages in service from hosting facilities could impair delivery and functionality of solutions.
• Inability to respond to rapid technological changes, extend the platform, or develop new features could harm the business.
• Long and unpredictable sales cycles with Enterprise customers.
• Significant international operations expose the company to increased business and economic risks, including compliance with diverse laws and geopolitical disputes (Ukraine-Russia war, Middle East conflict).
• Revenue recognition over subscription terms means increases/decreases in new sales are not immediately reflected in results.
• Real or perceived material defects or errors in the platform could harm the business.
• Dependence on interoperability of the platform across devices, operating systems, and third-party applications not controlled by the company.
• Reliance on a strong brand; failure to maintain, enhance, and effectively promote it could impair user expansion.
• Estimates of market opportunity and growth forecasts may be inaccurate.
• Loss of Chief Executive Officer or other senior management could harm business strategy execution.
• Failure to attract and retain additional qualified personnel could harm business and culture.
• Inability to successfully plan for future growth.
• Failure to maintain an effective system of disclosure controls and internal control over financial reporting.
• Failure to offer high-quality support may harm customer relationships.
• Business could be disrupted by catastrophic events (e.g., natural disasters, cyberattacks).
• Actual or perceived failure to comply with privacy laws could harm the business, leading to liability and reputational damage.
• Subject to export and import controls, customs, sanctions, embargo, and anti-boycott laws and regulations.
• Use of open source software may subject the company to litigation or other actions.
• Allegations or determinations that technology infringes intellectual property rights of others.
• Failure to protect intellectual property rights and proprietary information could diminish brand.
• Reported results may be adversely affected by changes in accounting principles.
• Acquisitions of other companies, products, and technologies could require significant management attention, disrupt business, or dilute stockholder value.
• Need for additional capital, which may not be available on favorable terms.
• Covenants in the loan agreement governing the revolving line of credit may restrict operations.
• Incurrence of indebtedness could adversely affect the business.
• Results of operations could be adversely affected by currency exchange rate fluctuations.
• Ability to use net operating loss carryforwards and certain other tax attributes may be limited.
• Potential liabilities on past sales for taxes, surcharges, and fees.
• Exposure to greater than anticipated tax liabilities.
• Share repurchases may not enhance long-term stockholder value, may increase stock price volatility, and diminish cash reserves.
• Trading price of common stock may be volatile or decline steeply.
• Concentration of stock ownership presents risks, including lack of liquidity and limitations on individual stockholder influence.
• Substantial future sales of shares by existing stockholders could cause market price to decline.
• Provisions in organizational documents and regulatory rules may delay or prevent acquisition by a third party.
• Exclusive forum provisions in Certificate of Incorporation may discourage lawsuits.
• Common stock market price and trading volume could decline if analysts publish unfavorable research or expectations are not met.
• Actions of activist stockholders could impact business strategies.
• Costs of being a public company and complying with regulations.
• Reduced disclosure requirements as an emerging growth company may make common stock less attractive.
• Risks related to the proposed merger with Cvent, including negative publicity, significant expenses, business restrictions, management distraction, litigation, termination fees, and stockholders forgoing future appreciation.
• Merger subject to stockholder and regulatory approvals, which may not be satisfied.
• Uncertainties during merger pendency may disrupt business and relationships.
• Merger Agreement provisions could discourage competing acquirers.
• Incurrence of direct and indirect costs due to the merger.
• Litigation challenging the merger may prevent consummation.
• Stockholders forgo future appreciation if merger is completed.
• Merger Agreement termination if not consummated by December 29, 2026 (or March 29, 2027).

Future Outlook

The company anticipates closing the proposed merger with Cvent in the first half of 2026. It expects to incur additional restructuring costs of $0.3 million to $0.5 million in Q1 2026. Gross margin for 2026 is expected to be relatively consistent with 2025, while sales and marketing, research and development, and general and administrative expenses are expected to fluctuate in absolute dollars due to active cost management and focused investments in AI capabilities. Existing cash, cash equivalents, and marketable securities are believed to be sufficient for at least the next 12 months. The company plans to continually develop new products, especially AI-powered capabilities, and evaluate international expansion opportunities.

Management Comments

• "We believe our market is still relatively underpenetrated and, as a result, we see significant opportunity to market our solutions globally."
• "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."
• "We expect our sales and marketing expense for 2026 to decrease in absolute dollars compared to 2025 as we continue to tighten our sales and marketing spend given the current macro-economic environment while supporting demand for our digital experiences and our next generation intelligent engagement platform."
• "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."
• "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."

Industry Context

StockSavvy.ai notes that ON24's strategic shift towards AI-powered engagement platforms aligns with the broader B2B market's digital transformation and increasing demand for personalized, data-driven marketing solutions. The de-emphasis of virtual conference products reflects a post-pandemic return to in-person events, a trend impacting many digital event providers. The focus on first-person data and AI capabilities positions ON24 to address evolving data privacy regulations and the need for more effective, less 'spammy' digital engagement, a critical differentiator in a competitive landscape. The proposed merger with Cvent highlights ongoing consolidation and strategic realignments within the competitive B2B event and marketing technology sector.

Comparison to Industry Standards

• ON24 competes with a diverse set of companies offering meeting tools, webinar software, virtual event software, video portal software, content management software, physical events, physical event software, marketing automation software, and digital marketing tools.
• Key competitors include Zoom, LogMeIn, Microsoft, Cisco, Cvent, Adobe, RingCentral, and Kaltura, many of whom have larger customer bases, greater brand recognition, and significantly more financial and marketing resources.
• ON24 differentiates itself by offering real-time engagement features and extensive actionable data gathering, which many competitors currently lack in their core offerings.
• The proposed merger with Cvent Atlanta, LLC, a direct competitor in virtual event software, indicates a strategic move to consolidate market position and potentially leverage combined resources against other large players.

Corporate Governance

Legal Proceedings

• Consolidated putative class action lawsuit, 'In re ON24, Inc. Securities Litigation,' filed in November 2021 in the United States District Court for the Northern District of California, naming the company, its CEO, CFO, certain current and former directors, and IPO underwriters as defendants.
• The complaint alleges that the company's IPO registration statement and prospectus contained untrue statements of material fact and/or omitted material facts about ON24's growth and customer base, seeking damages and attorneys' fees.
• The district court initially granted a motion to dismiss with leave to amend in July 2023, then granted dismissal with prejudice in March 2024.
• In January 2026, the Court of Appeals for the Ninth Circuit affirmed in part and reversed the district court's order, and a petition for rehearing was denied on March 9, 2026.
• The company believes the allegations are without merit and is unable to reasonably estimate a possible loss or range of possible loss at this early stage, with no accrued litigation expense recorded.

Related Party Transactions

• The company incurred engineering and quality assurance costs from a third-party vendor where the chief executive officer of the vendor is an immediate family member of ON24's chief technology officer.
• Research and development expense related to this vendor amounted to $2.8 million in 2025, $2.6 million in 2024, and $2.7 million in 2023.
• As of December 31, 2025, the company owed $0.7 million to this third-party vendor, recorded in accounts payable and accrued liability.

Stakeholder Impact

• Shareholders: Will receive a fixed cash amount of $8.10 per share if the merger with Cvent is completed, foregoing any potential future appreciation in the company's value. They face risks from stock price volatility and the influence of concentrated stock ownership.
• Employees: Subject to ongoing workforce reductions and restructuring activities, which may impact job security and morale. Uncertainty regarding future roles and employment conditions due to the pending merger. The Insider Trading Policy and additional restrictions apply to directors, officers, and certain key personnel.
• Customers: Experience a decrease in customer count and reduced demand for certain products (e.g., Virtual Conference). However, they benefit from new AI-powered features and improved customer retention. The pending merger could lead to disruptions or changes in service offerings and relationships.
• Creditors: The revolving credit facility with Comerica Bank is secured by substantially all of the company's assets and contains covenants that could restrict operations, impacting the company's financial flexibility.
• Suppliers/Vendors: Potential disruption or changes in business relationships due to the pending merger. The company's reliance on third-party providers for infrastructure and AI technology means these relationships are critical to operations.

Next Steps

• Closing of the proposed merger with Cvent Atlanta, LLC, anticipated in the first half of 2026, subject to customary closing conditions including stockholder and regulatory approvals.
• Incurring additional restructuring costs of $0.3 million to $0.5 million in the first quarter of 2026 as part of ongoing cost reduction efforts.
• Continued development of new products and AI-powered capabilities to enhance platform functionality and user experiences.
• Potential evaluation of international expansion opportunities in countries where the company currently operates and new markets.
• Opportunistic evaluation and acquisition of complementary businesses, products, services, or technologies to expand the platform and use cases.

Key Dates

Recommendation

The company is in a transitional phase with declining revenue and customer numbers, but also showing improved net loss and NRR, alongside significant investment in AI. The pending merger with Cvent at a fixed price of $8.10 per share caps immediate upside for current shareholders. Given the fixed acquisition price, there is limited opportunity for significant capital appreciation unless a superior offer emerges, which is restricted by the merger agreement. However, the improved NRR and strategic focus on AI suggest some underlying operational improvements. A 'hold' recommendation is appropriate for investors to await the outcome of the merger or any unforeseen developments, as the current price likely reflects the acquisition offer.

Keywords

Cloud-based platform, Intelligent engagement, B2B sales and marketing, AI-powered analytics, Generative AI, Customer retention, Merger and acquisition, SEC filing, Financial performance, Software-as-a-service (SaaS), Cybersecurity, Data privacy, Stock repurchase, Net loss, Revenue decline, Corporate governance, Legal proceedings