[Form 4] ON24, Inc. Insider Trading Activity

Rhea-AI Filing Summary

ON24, Inc. chief financial officer Steven Vattuone reported routine sales of common stock under a pre-established trading plan to satisfy tax withholding on vested restricted stock units. The Form 4 discloses three dispositions: 3,222 shares sold on 09/02/2025 at a weighted average price of $5.6028, 3,549 shares sold on 09/03/2025 at $5.4274, and 6,394 shares sold on 09/04/2025 at $5.5168. After these transactions Vattuone beneficially owned 613,156 shares. The filing states the sales were effected pursuant to a Rule 10b5-1 plan adopted August 7, 2024, and the dispositions were to cover tax withholding related to RSU vesting.

Positive

• Sales executed under a Rule 10b5-1 trading plan, indicating pre-arranged and compliant insider trading procedures
• Detailed disclosure of weighted average prices and price ranges, with an undertaking to provide tranche-level information on request

Negative

• Insider sold a total of 13,165 shares (3,222 on 09/02/2025, 3,549 on 09/03/2025, 6,394 on 09/04/2025), reducing direct holdings
• Transactions were disposals to cover tax withholding on vested RSUs, which modestly decreases insider ownership

Insights

Corporate Governance Specialist

TL;DR: Insider sales were executed under a documented 10b5-1 plan to cover tax withholding on vested RSUs; procedural and disclosure controls appear followed.

The Form 4 shows methodical disposals across three days, with weighted average prices disclosed and footnotes offering price ranges and willingness to provide tranche-level details. Use of a 10b5-1 plan reduces concerns about opportunistic trading and indicates compliance with insider trading policies. The filing is informational and routine rather than indicative of material change in company fundamentals.

Securities Analyst

TL;DR: Sales reduced the CFO's direct holdings modestly; total post-sale beneficial ownership remains disclosed at 613,156 shares.

The transactions—totaling 13,165 shares sold over three days—appear solely to satisfy tax obligations from RSU vesting, per the explanatory notes. Weighted average prices per day are reported and price ranges provided in footnotes. There is no derivative activity reported. This is a routine disclosure without immediate valuation implications for ON24.

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^*

Vattuone Steven

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S(1)(2)		3,222	D	$5.6028(3)	623,099	D
Common Stock	09/03/2025		S(1)(2)		3,549	D	$5.4274(4)	619,550	D
Common Stock	09/04/2025		S(1)(2)		6,394	D	$5.5168(5)	613,156	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 transactions 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 $5.54 to $5.73, 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $5.38 to $5.53, 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 (4) to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $5.36 to $5.55, 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 (5) to this Form 4.

Remarks:

	/s/ Vattuone Steven by Charles Rogerson, as Attorney-in-Fact	09/04/2025
	** 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

What did ONTF insider Steven Vattuone report on Form 4?

The Form 4 reports three dispositions totaling 13,165 shares sold across 09/02/2025–09/04/2025 to cover tax withholding on vested RSUs; post-sale beneficial ownership is 613,156 shares.

Were the sales by the ON24 CFO pre-planned or discretionary?

The sales were effected pursuant to a Rule 10b5-1 trading plan adopted August 7, 2024, per the Form 4 explanatory notes.

What prices were reported for the ONTF share sales?

Weighted average prices reported were $5.6028 on 09/02/2025, $5.4274 on 09/03/2025, and $5.5168 on 09/04/2025; footnotes provide the per-trade price ranges.

Did the Form 4 report any derivative transactions for ONTF?

No. Table II for derivative securities is blank; the filing discloses only non-derivative common stock dispositions.

How many shares did the CFO own after these transactions?

Following the reported transactions the filing shows 613,156 shares beneficially owned by the reporting person.