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  4. [Form 4] ON24 INC. Insider Trading Activity

ON24 Inc. (ONTF) insider exercises options and sells shares under Rule 10b5-1 plan

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

ON24 Inc. insider who is a director, 10% owner, and President and Chief Executive reported an options exercise and share sale on 12/17/2025. The reporting person exercised stock options to acquire 28,863 shares of common stock at $1.7 per share, then sold 19,119 shares at a weighted average price of $5.8249 per share in transactions ranging from $5.70 to $5.90, under a Rule 10b5-1 trading plan adopted on May 14, 2025. After these transactions, the insider directly beneficially owns 3,622,891 shares of common stock and 50,000 stock options with a $1.7 exercise price that are fully vested and exercisable and expire on 01/04/2026.

Positive

  • None.

Negative

  • None.
Insider Sharan Sharat
Role President and Chief Executive
Sold 19,119 shs ($111K)
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 28,863 $0.00 --
Exercise Common Stock 28,863 $1.70 $49K
Sale Common Stock 19,119 $5.8249 $111K
Holdings After Transaction: Stock Option (Right to Buy) — 50,000 shares (Direct); Common Stock — 3,642,010 shares (Direct)
Footnotes (1)
  1. The transaction reported in this Form 4 was effected pursuant to a Rule 10B5-1 trading plan adopted by the reporting person on May 14, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $5.70 to $5.90 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 (2) to this Form 4. The options are fully vested and exercisable.
Form 4 Insider Transactions: What Each Field Means →
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*
Sharan Sharat
(Last) (First) (Middle)
C/O ON24, INC.
301 HOWARD STREET, SUITE 1100
(Street)
SAN FRANCISCO CA 94105
(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President and Chief Executive
3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025
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 12/17/2025 M 28,863 A $1.7 3,642,010 D
Common Stock 12/17/2025 S(1) 19,119 D $5.8249(2) 3,622,891 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
Stock Option (Right to Buy) $1.7 12/17/2025 M 28,863 (3) 01/04/2026 Common Stock 28,863 $0.00 50,000 D
Explanation of Responses:
1. The transaction reported in this Form 4 was effected pursuant to a Rule 10B5-1 trading plan adopted by the reporting person on May 14, 2025.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $5.70 to $5.90 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 (2) to this Form 4.
3. The options are fully vested and exercisable.
Remarks:
/s/ Sharan Sharat by Charles Rogerson, as Attorney-in-Fact 12/19/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ON24 (ONTF) report in this filing?

The filing shows an ON24 Inc. insider who is a director, 10% owner, and President and Chief Executive exercised 28,863 stock options for common stock at $1.7 per share and sold 19,119 shares of common stock on 12/17/2025.

At what prices were the ON24 (ONTF) shares acquired and sold?

The insider acquired shares by exercising options at an exercise price of $1.7 per share and sold 19,119 shares at a weighted average price of $5.8249 per share, with individual sale prices ranging from $5.70 to $5.90 inclusive.

How many ON24 (ONTF) shares does the insider own after the transactions?

Following the reported exercise and sale on 12/17/2025, the insider directly beneficially owns 3,622,891 shares of ON24 Inc. common stock.

What ON24 (ONTF) stock options remain after the reported transaction?

After the reported option exercise, the insider beneficially owns 50,000 stock options with an exercise price of $1.7 per share, which are fully vested and exercisable and have an expiration date of 01/04/2026.

Was the ON24 (ONTF) share sale made under a Rule 10b5-1 trading plan?

Yes. The filing states that the transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 14, 2025.

How is the reported sale price for ON24 (ONTF) shares calculated?

The reported sale price of $5.8249 per share is a weighted average price for multiple transactions in which shares were sold at prices between $5.70 and $5.90. The insider has undertaken to provide full trade details upon request.