ON24 (ONTF) CFO reports Rule 10b5-1 stock sales and 539,664-share stake

Rhea-AI Filing Summary

ON24, Inc. Chief Financial Officer Steven Vattuone reported open-market sales of ON24 common stock in early December 2025. On December 1, 2025, he sold 13,510 shares at a weighted average price of $5.6951, and on December 2, 2025 he sold 12,754 shares at a weighted average price of $5.6626. On December 3, 2025, he sold an additional 9,453 shares at a weighted average price of $5.8294. The filing states that some of these shares were sold to cover tax withholding tied to restricted stock unit vesting and that transactions on December 1 and December 3 were executed under Rule 10b5-1 trading plans adopted in August and September 2024. Following these sales, Vattuone directly beneficially owns 539,664 ON24 shares.

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)
12/01/2025

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	12/01/2025		S(1)(2)		13,510	D	$5.6951(3)	561,871	D
Common Stock	12/02/2025		S(1)(2)		12,754	D	$5.6626(4)	549,117	D
Common Stock	12/03/2025		S(5)		9,453	D	$5.8294(6)	539,664	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 $5.59 to $5.765, 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 $5.61 to $5.71, 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 transaction reported in this Form 4 was effected pursuant to a Rule 10B5-1 trading plan adopted by the reporting person on September 12, 2024.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $5.70 to $5.91, 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 (6) to this Form 4.

Remarks:

	/s/ Vattuone Steven by Charles Rogerson, as Attorney-in-Fact	12/03/2025
	** 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 insider transaction did ON24 (ONTF) disclose in this Form 4?

The Form 4 reports that Steven Vattuone, Chief Financial Officer of ON24, Inc., sold shares of ON24 common stock in three transactions on December 1, 2, and 3, 2025.

How many ON24 (ONTF) shares did the CFO sell and at what prices?

Steven Vattuone sold 13,510 shares at a weighted average price of $5.6951 on December 1, 12,754 shares at $5.6626 on December 2, and 9,453 shares at $5.8294 on December 3, 2025.

How many ON24 (ONTF) shares does the CFO own after these transactions?

After the reported sales, Steven Vattuone directly beneficially owns 539,664 shares of ON24 common stock.

Were the ON24 (ONTF) CFO’s share sales under a Rule 10b5-1 plan?

Yes. The filing states that the December 1, 2025 transactions were made under a Rule 10b5-1 trading plan adopted on August 7, 2024, and the December 3, 2025 transaction was made under a Rule 10b5-1 plan adopted on September 12, 2024.

Why did the ON24 (ONTF) CFO sell some of his shares?

The filing notes that certain shares sold represent the number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units.

Did the ON24 (ONTF) Form 4 report any derivative securities activity?

The section for derivative securities is included in the form, but no specific derivative transactions or holdings are listed in the provided content.

What price ranges did the ON24 (ONTF) shares trade in for these insider sales?

The filing explains that the reported prices are weighted averages. The December 1 sales occurred between $5.59 and $5.765, the December 2 sales between $5.61 and $5.71, and the December 3 sales between $5.70 and $5.91.