Please wait



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


SCHEDULE 13D/A 0000921895-22-003251 0001524362 XXXXXXXX LIVE 5 Common Stock, par value $0.0001 per share 12/29/2025 true 0001110611 68339B104 ON24 INC. 301 HOWARD STREET, SUITE 1100 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 Ryan Nebel 212-451-2300 Dorothy Sluszka Olshan Frome Wolosky LLP 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 42,282,395 shares of common stock of ON24, Inc. (the "Issuer") outstanding as of November 3, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 10, 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 42,282,395 shares of common stock of the Issuer outstanding as of November 3, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on November 10, 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 42,282,395 shares of common stock of the Issuer outstanding as of November 3, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on November 10, 2025. Common Stock, par value $0.0001 per share ON24 INC. 301 HOWARD STREET, SUITE 1100 SAN FRANCISCO CA 94105 The following constitutes Amendment No. 5 ("Amendment No. 5") 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, Amendment No. 3 filed on February 26, 2024, and Amendment No. 4 filed on March 19, 2025. This Amendment No. 5 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 December 29, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cvent Atlanta, LLC, a Delaware limited liability company ("Parent"), and Summit Sub Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"). Parent and Merger Sub are affiliated with Cvent, Inc. and have agreed to acquire all of the Issuer's outstanding shares of common stock for $8.10 per share, in cash. Pursuant to and subject to the terms of the Merger Agreement, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving company and wholly-owned subsidiary of Parent following the proposed transaction, as more fully described in the Form 8-K filed by the Issuer with the SEC on December 30, 2025. Concurrently with the execution of the Merger Agreement, Indaba and certain other parties entered into separate voting and support agreements (each, a "Voting and Support Agreement") with Parent. Pursuant to the Voting and Support Agreement, Indaba agreed, among other things, to (i) vote or cause to be voted all of its shares of common stock of the Issuer in favor of the Merger and the transactions contemplated by the Merger Agreement and (ii) prior to the Expiration Time (as defined in the Voting and Support Agreement) and subject to limited exceptions, not to sell or otherwise transfer any of its shares of common stock other than with the consent of Parent. The Voting and Support Agreement terminates in certain circumstances, including, among others, upon a Company Adverse Recommendation Change (as defined in the Merger Agreement) and by written consent of Parent, the Issuer and each stockholder party thereto. The foregoing description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting and Support Agreement, which is attached hereto as Exhibit 99.1. Item 6 of the Schedule 13D is hereby supplemented to add the following: On December 29, 2025, Indaba and Parent entered into the Voting and Support Agreement as defined and described in Item 4 above. Item 7 is hereby supplemented to add the following exhibit: 99.1 - Voting and Support Agreement. Indaba Capital Management, L.P. /s/ Derek C. Schrier Derek C. Schrier, Managing Member of IC GP, LLC, its general partner 12/31/2025 IC GP, LLC /s/ Derek C. Schrier Derek C. Schrier, Managing Member 12/31/2025 SCHRIER DEREK C /s/ Derek C. Schrier Derek C. Schrier 12/31/2025