ON24 (ONTF) CFO sells shares to cover tax withholding obligations

Rhea-AI Filing Summary

ON24 Inc. Chief Financial Officer Steven Vattuone reported planned share activity. On March 2, 2026, he sold 22,884 shares of common stock in an open-market transaction at a weighted average price of $8.0114 per share under a pre-arranged Rule 10b5-1 trading plan adopted on August 7, 2024. A footnote states these shares were sold to cover tax withholding obligations tied to vesting restricted stock units. Earlier, on February 26, 2026, he received a grant or award of 27,673 shares of common stock at no cost, leaving him with direct ownership of hundreds of thousands of ON24 shares after these transactions.

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

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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^*

Vattuone Steven

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		A		27,673	A	$0.00	480,327	D
Common Stock	03/02/2026		S(1)(2)		22,884	D	$8.0114(3)	457,443	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 transaction reported in this Form 4 was effected pursuant to a Rule 10B5-1 trading plan adopted by the reporting person on August 7, 2024.

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 $8.00 to $8.02, 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/ Vattuone Steven by Charles Rogerson, as Attorney-in-Fact	03/02/2026
	** 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 transactions did ON24 (ONTF) disclose for CFO Steven Vattuone?

ON24 disclosed that CFO Steven Vattuone sold 22,884 common shares at a weighted average price of $8.0114 and received a grant of 27,673 shares at no cost, both reported as direct ownership transactions.

Why did ON24 CFO Steven Vattuone sell 22,884 ONTF shares?

The 22,884 ON24 shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units. This type of sale is commonly associated with equity compensation rather than a discretionary reduction in overall investment exposure.

Was the ON24 (ONTF) CFO’s share sale part of a Rule 10b5-1 plan?

Yes, the filing states the reported transaction was effected under a Rule 10b5-1 trading plan adopted by Steven Vattuone on August 7, 2024, indicating trades were pre-scheduled rather than timed based on subsequent market developments.

What price did ON24 CFO Steven Vattuone receive for the ONTF shares sold?

The sale used a weighted average price of $8.0114 per share, with individual trades executed between $8.00 and $8.02. The filing notes the insider can provide detailed breakdowns of shares sold at each separate price upon request.

How many ON24 (ONTF) shares did the CFO receive in the recent award?

Steven Vattuone was awarded 27,673 shares of ON24 common stock at a price of $0.00 per share. This grant was reported as an acquisition of non-derivative securities, increasing his direct equity-based compensation in the company.

Did ON24 CFO Steven Vattuone’s Form 4 show net buying or selling activity?

Across the reported transactions, the Form 4 shows a net-sell direction of 22,884 shares. This reflects one grant of 27,673 shares and one open-market sale of 22,884 shares, primarily linked to tax withholding needs.