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SCHEDULE 13D/A 0000921895-22-003251 0001524362 XXXXXXXX LIVE 4 Common Stock, par value $0.0001 per share 03/17/2025 true 0001110611 68339B104 ON24 INC. 50 BEALE STREET, 8TH FLOOR SAN FRANCISCO CA 94105 Zac Rosenberg 415-680-1030 Indaba Capital Management, L.P. One Letterman Drive, BLDG D, Suite DM700 San Francisco CA 94129 Andrew M. Freedman, Esq. 212-451-2300 Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York NY 10019 0001524362 N Indaba Capital Management, L.P. b AF N DE 0.00 4240256.00 0.00 4240256.00 4240256.00 N 10.0 IA PN Based on 42,325,215 shares of common stock of ON24, Inc. (the "Issuer") outstanding as of March 5, 2025, as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 13, 2025. 0001596505 N IC GP, LLC b AF N DE 0.00 4240256.00 0.00 4240256.00 4240256.00 N 10.0 HC OO Based on 42,325,215 shares of common stock of the Issuer outstanding as of March 5, 2025, as reported in the Issuer's Form 10-K filed with the SEC on March 13, 2025. 0001250078 N SCHRIER DEREK C b AF N X1 0.00 4240256.00 0.00 4240256.00 4240256.00 N 10.0 IN HC Based on 42,325,215 shares of common stock of the Issuer outstanding as of March 5, 2025, as reported in the Issuer's Form 10-K filed with the SEC on March 13, 2025. Common Stock, par value $0.0001 per share ON24 INC. 50 BEALE STREET, 8TH FLOOR SAN FRANCISCO CA 94105 The following constitutes Amendment No. 4 ("Amendment No. 4") to the Schedule 13D filed with the SEC by Indaba Capital Management, L.P. (the "Investment Manager"), IC GP, LLC ("IC GP") and Derek C. Schrier (collectively, "Indaba" or the "Reporting Persons") on December 20, 2022, as amended by Amendment No. 1 filed on March 13, 2023, Amendment No. 2 filed on January 18, 2024, and Amendment No. 3 filed on February 26, 2024. This Amendment No. 4 amends and restates the Schedule 13D as specifically set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Item 4 of the Schedule 13D is hereby supplemented as follows: On March 17, 2025, Indaba and the Issuer came to an arrangement (the "Arrangement") that if the Issuer's board of directors (i) renominates Ronald P. Mitchell for election at the Issuer's 2025 annual meeting of stockholders (the "2025 Annual Meeting"), and recommends, supports and solicits proxies for the election of Mr. Mitchell at the 2025 Annual Meeting in the same manner as for all other director nominees, and (ii) maintains Mr. Mitchell as a member of the Nominating and Corporate Governance Committee of the Board, in exchange, Indaba will not conduct a proxy fight at the 2025 Annual Meeting and it will not conduct any public campaign or make any public statements regarding the Issuer before the earlier of: (i) August 15, 2025; or (ii) the day after the public release of the Issuer's earnings for the second quarter of 2025. Item 6 of the Schedule 13D is hereby supplemented to add the following: On March 17, 2025, the Reporting Persons and the Issuer came to the Arrangement as defined and described in Item 4 above. Indaba Capital Management, L.P. /s/ Derek C. Schrier Derek C. Schrier, Managing Member of IC GP, LLC, its general partner 03/19/2025 IC GP, LLC /s/ Derek C. Schrier Derek C. Schrier, Managing Member 03/19/2025 SCHRIER DEREK C /s/ Derek C. Schrier Derek C. Schrier 03/19/2025