[Form 4] ON24, Inc. Insider Trading Activity

Rhea-AI Filing Summary

ON24, Inc. (ONTF) – Form 4 insider transaction

President & CEO Sharan Sharat reported the sale of 61,467 common shares on 30 Jun 2025 at a weighted-average price of $5.4665. The disposition was executed under a pre-arranged Rule 10b5-1 trading plan (adopted 12 Dec 2024) and was specifically designated to satisfy tax-withholding obligations arising from the vesting of restricted stock units (RSUs). After the sale, Sharat continues to hold 3,550,917 shares directly.

The transaction represents roughly 1.7 % of the reporting person’s stated ownership and does not appear to reflect a discretionary change in economic exposure. No derivative security transactions were reported.

Because the shares were sold to cover taxes and the executive retains a substantial stake, the filing is generally interpreted as administrative/neutral rather than a signal of deteriorating insider sentiment. Investors may still monitor additional sales or modifications to the existing 10b5-1 plan for trend analysis.

Positive

• Transparent disclosure of sale purpose (tax withholding) and 10b5-1 plan reduces perception of opportunistic trading.
• Executive retains 3.55 million shares, indicating ongoing alignment with shareholder interests.

Negative

• Insider sale of 61,467 shares may be interpreted by some investors as a short-term negative sentiment signal despite its administrative nature.

Insights

Securities Analyst

TL;DR: Routine tax-withholding sale under 10b5-1; minimal impact on insider stake.

The CEO’s 61k-share sale, though headline insider selling, is clearly tagged for RSU tax obligations and executed via a pre-scheduled 10b5-1 plan, limiting informational value regarding management’s outlook. The remaining 3.55 m-share position preserves strong alignment with shareholders. Volume is modest relative to daily trading volumes and total beneficial ownership, so market impact should be negligible. I classify the event as neutral for valuation but worth logging for insider-activity trend screens.

Corporate Governance Expert

TL;DR: Governance-friendly disclosure; sale purpose and plan reduce conflict concerns.

ON24 provides transparent footnotes clarifying the tax-cover nature of the disposition and the 10b5-1 framework, illustrating good compliance practice. Such structured plans mitigate litigation and perception risks tied to opportunistic selling. No red flags in timing or volume are evident. Continued sizable ownership (≈3.5 m shares) maintains incentive alignment. Impact on governance risk profile: immaterial.

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.

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)

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)
06/30/2025

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)	06/30/2025		S(2)		61,467	D	$5.4665(3)	3,550,917	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 December 12, 2024.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $5.43 to $5.505 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	07/01/2025
	** 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

How many ONTF shares did CEO Sharan Sharat sell on 30 Jun 2025?

61,467 common shares were sold.

At what price were the ONTF shares sold?

The weighted-average price was $5.4665, with individual trades ranging from $5.43 to $5.505.

Why were the shares sold by ON24's CEO?

The sale was to cover tax withholding obligations related to RSU vesting.

Was the ONTF insider sale part of a 10b5-1 trading plan?

Yes, it was executed under a Rule 10b5-1 plan adopted on 12 Dec 2024.

How many ONTF shares does the CEO hold after the transaction?

Sharan Sharat now owns 3,550,917 shares directly.