ON24 (ONTF) CEO Sharat Sharan sells 17,171 shares in tax trade

Rhea-AI Filing Summary

ON24 Inc. President and CEO Sharat Sharan reported an open-market sale of 17,171 shares of Common Stock at a weighted average price of $8.0656 per share. The shares were sold pursuant to a Rule 10b5-1 trading plan and to cover tax withholding obligations tied to restricted stock unit vesting. Following this transaction, he directly holds 3,718,512 shares of ON24 common stock.

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^*

Sharan Sharat

(Last) (First) (Middle)

C/O ON24, INC.

301 HOWARD STREET, SUITE 1100

(Street)

SAN FRANCISCO CALIFORNIA 94105

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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

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

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

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	03/20/2026		S(1)(2)		17,171	D	$8.0656(3)	3,718,512	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 May 14, 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 $8.06 to $8.075 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	03/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did ON24 (ONTF) report for CEO Sharat Sharan?

ON24 reported that President and CEO Sharat Sharan sold 17,171 shares of common stock. The sale was reported as an open-market transaction and is disclosed in a Form 4 insider trading report.

At what price did ON24 (ONTF) CEO Sharat Sharan sell his shares?

Sharat Sharan sold 17,171 ON24 shares at a weighted average price of $8.0656 per share. The shares were executed in multiple trades between $8.06 and $8.075 according to the Form 4 footnote.

Why did ON24 (ONTF) CEO Sharat Sharan sell 17,171 shares?

The Form 4 states that the 17,171 shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units. This indicates the sale was linked to equity compensation rather than a standalone discretionary liquidation.

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

Yes. The Form 4 notes the transaction was effected under a Rule 10b5-1 trading plan adopted by Sharat Sharan. Such plans pre-schedule trades, reducing the significance of trade timing as a signal of management’s current view.

How many ON24 (ONTF) shares does CEO Sharat Sharan hold after the sale?

After selling 17,171 shares, Sharat Sharan directly holds 3,718,512 shares of ON24 common stock. This shows that the reported transaction represents a small portion of his overall direct holdings in the company.

What type of security did ON24 (ONTF) CEO Sharat Sharan sell?

The transaction involved ON24 common stock. The Form 4 specifies that the 17,171 shares sold were non-derivative securities, separate from any options or other derivative positions, which are not listed in this filing.