ON24 (ONTF) CEO reports Rule 10b5-1 tax-related share sale

Rhea-AI Filing Summary

ON24, Inc. reported that its President and Chief Executive, who is also a director and 10% owner, sold 50,332 shares of common stock on 12/31/2025. The sale was made at a weighted average price of $7.9699 per share, with individual trades executed between $7.96 and $8.04. According to the disclosure, these shares were sold to cover tax withholding obligations related to the vesting of restricted stock units, meaning the transaction was tied to compensation rather than a discretionary open-market sale. After this transaction, the reporting person beneficially owned 3,622,559 shares of ON24 common stock. The filing notes that the transaction was carried out under a Rule 10b5-1 trading plan adopted on May 14, 2025.

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
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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)
12/31/2025

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(1)	12/31/2025		S(2)		50,332	D	$7.9699(3)	3,622,559	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. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units.

2. 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $7.96 to $8.04 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.

Remarks:

	/s/ Sharan Sharat by Charles Rogerson, as Attorney-in-Fact	01/05/2026
	** 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 insider transaction did ON24 (ONTF) report in this Form 4?

The filing reports that ON24's President and Chief Executive, who is also a director and 10% owner, sold 50,332 shares of common stock on 12/31/2025.

At what price were the ON24 (ONTF) shares sold in this insider transaction?

The 50,332 shares were sold at a weighted average price of $7.9699 per share, with individual trades executed between $7.96 and $8.04.

Why did the ON24 (ONTF) insider sell 50,332 shares?

The filing states that the shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units, indicating the sale was related to equity compensation.

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

Following the reported sale, the insider beneficially owned 3,622,559 shares of ON24 common stock in direct ownership.

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

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

What roles does the reporting person hold at ON24 (ONTF)?

The reporting person is identified as a Director, a 10% Owner, and an Officer serving as President and Chief Executive of ON24.