• Incremental $25 Million of Capital to be Returned as Special Cash Dividend Delivering In Aggregate $50 Million Special Cash Dividend Payable in Q2 2023

• Cynthia Paul and Ron Mitchell Appointed to Board of Directors; Company to Pursue Board Declassification by 2026 Annual Meeting

• Enters into Cooperation Agreement with Indaba Capital Management

ON24, a leading sales and marketing platform for B2B digital engagement, announced that its Board of Directors (the “Board”) has authorized an expansion of its recently announced capital return program and a series of governance enhancements.

$125 Million Capital Return Authorization

The ON24 Board of Directors has authorized the expansion of its previously announced $100 million capital return program by an incremental $25 million. Under the expanded $125 million authorization, ON24 will return an additional $25 million to shareholders in the form of a special cash dividend, delivering in the aggregate a $50 million special cash dividend payable in the second fiscal quarter of 2023. As previously announced, the Company expects the remaining $75 million of capital return to be effected through a combination of an accelerated share repurchase (“ASR”) program and/or open market purchases, to be completed within the next 12 months. Upon completion of the $125 million capital return program, ON24 will have returned $166 million of capital since December 2021.

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“We are extremely pleased to have reached this positive resolution with the Company and believe that the enhanced capital return program and the appointments of Mr. Mitchell and Ms. Paul will help the Company reach its full potential and create significant shareholder value.”

Sharat Sharan, co-founder, CEO and director of ON24, said, “At ON24, our strong balance sheet provides us with the financial flexibility to return this additional capital to our shareholders while continuing to invest in our business. We are pleased to increase the total return, which demonstrates our confidence in ON24’s strategy, future growth prospects, and ability to achieve profitability in the near-term as well as underscores our commitment to deliver value to our shareholders.”

The Company notes that its expanded capital return authorization does not constitute a legal obligation to repurchase shares. The timing, number of shares repurchased, and prices paid for the repurchased shares under this program will be at the discretion of management and will depend on market conditions as well as regulatory limitations, including applicable blackout period restrictions.

New Director Appointments and Governance Enhancements

The Company also announced that, effective immediately, two new independent directors have been appointed to its Board of Directors. The ON24 Board has nominated and appointed Cynthia Paul, Chief Executive Officer and Chief Investment Officer of Lynrock Lake LP (“Lynrock”) as a Class II Director standing for re-election at the 2023 Annual Meeting for a three-year term expiring at the 2026 Annual Meeting.

Ms. Paul is a seasoned investor and executive with more than 25 years of experience investing across the full capital structure of public and private companies, with a focus on the technology industry. She currently serves on the Board of Directors of Allot Ltd. and as an advisory board member of AlphaSense Inc.

In connection with a cooperation agreement entered into between ON24 and Indaba Capital Management (“Indaba”), the Board has also appointed Ron Mitchell, co-founder and Chief Executive Officer of Humanity Health Inc. (“Humanity Health”) as a Class I Director with a two-year term expiring at the 2025 Annual Meeting of Shareholders.

Mr. Mitchell joins the Board with more than 20 years of experience building, managing and growing technology-enabled consumer businesses. Mr. Mitchell currently serves on the Board of Directors of Tabula Rasa HealthCare.

With these appointments, the ON24 Board is expanding to nine directors, eight of whom are independent and six of whom have been appointed in the last three years.

Mr. Sharan continued, “Board refreshment and shareholder engagement are evergreen priorities and we are pleased to welcome Cynthia and Ron to our Board. This is a critical time for ON24, as we take actions to enhance our operations, advance our path to profitability, and drive shareholder value. Moving ahead, we look forward to benefitting from Cynthia’s and Ron’s collective experience and valuable insights as we work to advance our position as an industry-leading sales and marketing digital engagement platform.”

The ON24 Board also intends to seek shareholder approval at its upcoming 2023 Annual Meeting of Shareholders for the declassification of the Board. The intent is to fully declassify the Board by the 2026 Annual Meeting, with all directors being elected for one-year terms beginning with the 2026 Annual Meeting.

Mr. Sharan concluded, “At ON24, we take pride in our commitment to strong corporate governance. In that light, the declassification of our Board will further those efforts by modernizing our governance structure and in turn, we believe, benefit ON24 and all of our shareholders as we further our efforts to mature as a public company with enhanced governance practices.”

Shareholders are not required to take any action at this time, and ON24 will present the Board’s formal recommendation in the Company’s 2023 proxy statement, which will be filed with the U.S. Securities and Exchange Commission and made available to all shareholders eligible to vote at the 2023 Annual Meeting. The date of the 2023 Annual Meeting has not yet been scheduled.

Derek Schrier, Managing Partner of Indaba, commented, “We are extremely pleased to have reached this positive resolution with the Company and believe that the enhanced capital return program and the appointments of Mr. Mitchell and Ms. Paul will help the Company reach its full potential and create significant shareholder value.”

Pursuant to its cooperation agreement with the Company, Indaba has agreed to customary standstill, voting, and other provisions, under which Indaba will support the ON24 Board of Directors’ slate of nominees at the 2023 Annual Meeting. The full agreement between Indaba and ON24 will be filed on a Form 8-K with the U.S. Securities and Exchange Commission.

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