ONTF insider exercise and planned sale; 174,760 shares sold in 3 months

Rhea-AI Filing Summary

ON24, Inc. (ONTF) filing a Form 144 notifies a proposed sale of 32,159 shares of common stock through Morgan Stanley Smith Barney LLC on 09/16/2025, with an aggregate market value of $177,196.09. The shares were acquired the same day, 09/16/2025, by exercising stock options and payment was in cash. The filing reports 42,306,290 shares outstanding for the issuer. The filer also disclosed four sales in the past three months totaling 174,760 shares for gross proceeds of $918,404.04, including 10b5-1 plan trades and an unrestricted sale. The notice includes the sellers representation that they are unaware of any undisclosed material adverse information.

Positive

• None.

Negative

• Insider selling activity: Four sales in the past three months totaled 174,760 shares for aggregate gross proceeds of $918,404.04.
• Near-term sale after exercise: The filer intends to sell 32,159 shares acquired via option exercise on 09/16/2025 the same day.

Insights

Securities/Equity Analyst

TL;DR: Routine insider option exercise followed by planned sale; prior 10b5-1 sales totaled 174,760 shares for $918,404.04.

The filing documents an insider or affiliate exercising options and proposing an immediate sale of 32,159 shares valued at $177,196.09 via a major broker. This pattern—exercise plus near-term sale—and recent 10b5-1 trades totaling 174,760 shares over three months suggests the sales are likely liquidity-focused rather than signaling a corporate event. For investors, the filing is a disclosure of insider selling activity but contains no company operational or financial updates.

Compliance/Risk Analyst

TL;DR: Filing appears procedurally complete for a Rule 144 notice; includes 10b5-1 disclosures and the required insider certification.

The form identifies the broker, proposed sale date, acquisition method (option exercise), and payment method (cash). It also lists multiple 10b5-1 plan sales within the prior three months, and contains the signature representation regarding material nonpublic information. No compliance exceptions or missing mandatory fields are evident in the provided text, though specific filer identity details and contact fields appear blank in the excerpt provided.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	32159	177196.09	42306290	09/16/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	09/16/2025	Exercise of Stock Options	Issuer			32159	09/16/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for SHARAT SHARAN 50 Beale Street, 8th Floor San Francisco CA 94105	Common	08/11/2025	37982	185090.08
10b5-1 Sales for SHARAT SHARAN 50 Beale Street, 8th Floor San Francisco CA 94105	Common	07/14/2025	37784	195124.13
SHARAT SHARAN 50 Beale Street, 8th Floor San Francisco CA 94105	Common	06/30/2025	61467	336009.36
10b5-1 Sales for SHARAT SHARAN 50 Beale Street, 8th Floor San Francisco CA 94105	Common	06/17/2025	37527	202180.47

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What shares does ONTF Form 144 propose to sell?

The notice proposes sale of 32,159 shares of ON24 common stock through Morgan Stanley Smith Barney LLC on 09/16/2025, valued at $177,196.09.

How were the 32,159 ONTF shares acquired?

The shares were acquired on 09/16/2025 through the exercise of stock options and payment was made in cash.

What insider sales did the filer report in the past three months?

The filer reported four sales on 06/17/2025, 06/30/2025, 07/14/2025, and 08/11/2025, totaling 174,760 shares for gross proceeds of $918,404.04.

Which broker is handling the proposed ONTF sale?

The proposed sale is to be handled by Morgan Stanley Smith Barney LLC, Executive Financial Services, New York, NY.

Does the filing indicate any undisclosed material information?

By signing, the person represents they do not know of any material adverse information about the issuer that has not been publicly disclosed.