[Form 4] ON24, Inc. Insider Trading Activity

Rhea-AI Filing Summary

ON24 Director Barry Zwarenstein received 31,855 restricted stock units (RSUs) on June 20, 2025, as part of director compensation. Following this transaction, Zwarenstein now beneficially owns 154,586 shares directly.

Key details of the RSU grant:

• Transaction price: $0.00 (standard RSU grant)
• Vesting schedule: Earlier of (i) next year's Annual Meeting date (or day before if service ends due to non-re-election) or (ii) first anniversary of grant date
• Transaction type: Non-derivative securities acquisition

This Form 4 filing indicates standard board of director equity compensation, which aligns the director's interests with shareholders. The filing was signed by Charles Rogerson as attorney-in-fact on June 24, 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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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).

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^*

ZWARENSTEIN BARRY

(Last) (First) (Middle)

C/O ON24, INC.

50 BEALE STREET, 8TH FLOOR

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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	06/20/2025		A		31,855(1)	A	$0.00	154,586	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 shares underlying restricted stock units ("RSUs"). The RSUs will vest on the earlier of (i) the date of the following year's Annual Meeting (or the date immediately prior to the next Annual Meeting if the Non-Employee Director's service as a director ends at such meeting due to the director's failure to be re-elected or the director not standing for re-election); or (ii) the first anniversary of the date of the grant.

Remarks:

	/s/ ZWARENSTEIN BARRY by Charles Rogerson, as Attorney-in-Fact	06/24/2025
	** 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 shares of ONTF stock did Barry Zwarenstein acquire on June 20, 2025?

Barry Zwarenstein acquired 31,855 shares of ONTF common stock in the form of Restricted Stock Units (RSUs) on June 20, 2025.

What is the vesting schedule for ONTF director Barry Zwarenstein's RSU grant?

The RSUs will vest on the earlier of: (1) the date of the following year's Annual Meeting (or the day before if the director's service ends due to not being re-elected or not standing for re-election), or (2) the first anniversary of the grant date.

How many ONTF shares does Barry Zwarenstein own after the June 2025 RSU grant?

Following the reported RSU grant transaction, Barry Zwarenstein beneficially owns 154,586 shares of ONTF common stock directly.

What is Barry Zwarenstein's role at ONTF according to the Form 4?

According to the Form 4 filing, Barry Zwarenstein serves as a Director of ON24 Inc. (ONTF), as indicated by the 'X' marked in the Director box under the Relationship of Reporting Person(s) to Issuer section.

What was the purchase price for ONTF RSUs granted to Barry Zwarenstein?

The RSUs were granted to Barry Zwarenstein at a price of $0.00, effectively as part of his compensation as a director of ONTF.