[Form 4] ON24, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Sahasi Jayesh, EV President, Product and CTO of ON24, Inc. (ONTF), reported sales of common stock on 09/02/2025, 09/03/2025 and 09/04/2025 executed under a Rule 10b5-1 trading plan adopted March 4, 2025. The filing states the sales were made to cover tax withholding on vested restricted stock units, totaling 11,554 shares sold at weighted-average prices of approximately $5.60, $5.43 and $5.52 on the respective dates. Following these dispositions, the reporting person beneficially owns 742,521 shares of common stock. The filing is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Transactions executed under a documented Rule 10b5-1 trading plan, providing an affirmative defense framework
• Sales were explicitly for tax withholding on vested restricted stock units, indicating routine administrative purpose
• Full disclosure of weighted-average price ranges and willingness to provide detailed trade-level data

Negative

• Insider sold 11,554 shares, reducing beneficial ownership from prior levels to 742,521 shares
• Sales occurred over consecutive days, which some investors may view as higher-frequency dispositions despite the 10b5-1 plan

Insights

Securities Analyst

TL;DR: Insider executed planned sales under a 10b5-1 plan to cover tax withholding; residual ownership remains material.

The Form 4 shows routine, pre-established disposals rather than opportunistic trading. The sales—11,554 shares over three days at weighted-average prices in the $5.36–$5.73 ranges—were made specifically to satisfy tax withholding on vested restricted stock units. Because the transactions are governed by a 10b5-1 plan adopted March 4, 2025, they carry the affirmative-defense framework against insider trading allegations. The reporting person continues to hold 742,521 shares, indicating ongoing alignment with shareholder interests despite the small reduction in holdings.

Corporate Governance Expert

TL;DR: Governance procedures appear followed: transactions disclosed and tied to a documented 10b5-1 plan for tax-related disposals.

The disclosure explicitly references a March 4, 2025 10b5-1 plan and details that the sales were to cover tax withholding from RSU vesting. The filing includes weighted-average price ranges and offers to provide granular trade-level details to regulators or the issuer. The signature by an attorney-in-fact is properly noted. From a governance perspective, this filing is a compliant, transparent execution of a pre-authorized insider plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sahasi Jayesh

(Last) (First) (Middle)

C/O ON24, INC.

50 BEALE STREET, 8TH FLOOR

(Street)

SAN FRANCISCO CA 94015

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ON24 INC. [ ONTF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EV President, Product and CTO

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/02/2025		S(1)(2)		2,828	D	$5.6028(3)	751,247	D
Common Stock	09/03/2025		S(1)(2)		3,114	D	$5.4274(4)	748,133	D
Common Stock	09/04/2025		S(1)(2)		5,612	D	$5.5168(5)	742,521	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The transactions reported in this Form 4 were effected pursuant to a Rule 10B5-1 trading plan adopted by the reporting person on March 4, 2025.

2. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $5.54 to $ 5.73 inclusive. The reporting person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Security and Exchange Commission, upon request, full information regarding the number of shares sold in each separate price within the ranges set forth in footnote (3) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $5.38 to $ 5.53 inclusive. The reporting person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Security and Exchange Commission, upon request, full information regarding the number of shares sold in each separate price within the ranges set forth in footnote (4) to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $5.36 to $ 5.55 inclusive. The reporting person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Security and Exchange Commission, upon request, full information regarding the number of shares sold in each separate price within the ranges set forth in footnote (5) to this Form 4.

Remarks:

	/s/ Sahasi Jayesh by Charles Rogerson, as Attorney-in-Fact	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did ONTF insider Sahasi Jayesh sell?

The filing discloses 11,554 shares sold across 09/02/2025–09/04/2025 to cover tax withholding on vested restricted stock units.

Were the ONTF sales part of a 10b5-1 plan?

Yes. The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted March 4, 2025.

How many ONTF shares does the reporting person own after the sales?

Following the reported transactions the reporting person beneficially owns 742,521 shares of common stock.

What prices were the ONTF shares sold at?

The filing reports weighted-average prices: approximately $5.6028, $5.4274, and $5.5168 for the respective sale dates, with trade ranges disclosed in the footnotes.

Who signed the Form 4 for Sahasi Jayesh?

The Form 4 is signed /s/ Sahasi Jayesh by Charles Rogerson, as Attorney-in-Fact dated 09/04/2025.