[Form 4] ON24, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider sale under 10b5-1 plan: Blackie James, Chief Revenue Officer of ON24, Inc. (ONTF), sold 3,283 shares of common stock on 08/20/2025 pursuant to a Rule 10b5-1 trading plan adopted on 08/29/2024. The shares were sold to cover tax withholding obligations related to the vesting of restricted stock units at a weighted-average price of $5.2138 per share (sales ranged $5.17–$5.29). Following the transaction James beneficially owned 522,307 shares, reported as direct ownership. The Form 4 was signed via attorney-in-fact on 08/22/2025.

Insights

Financial Analyst

TL;DR: Routine tax-covering sale by an officer under a pre-established 10b5-1 plan; not an operating signal.

This Form 4 reports a small, targeted sale of 3,283 shares by the Chief Revenue Officer to satisfy tax withholding on vested RSUs. The transaction was effected under a 10b5-1 plan adopted in August 2024 and uses a weighted-average sale price of $5.2138. The post-sale beneficial ownership of 522,307 shares remains substantial in absolute terms but the sale size is immaterial relative to that holding. From a financial-analysis perspective this is a non-operational, routine insider liquidity event and does not provide new information about company performance.

Corporate Governance Expert

TL;DR: Governance-compliant disposition under an established trading plan; disclosure is complete and standard.

The filing discloses that the reporting person used a Rule 10b5-1 trading plan and explicitly states the shares were sold to cover tax withholding from vested restricted stock units. The report includes weighted-average price ranges and a commitment to provide detailed price breakdowns upon request, which aligns with transparent disclosure practices. Signature via attorney-in-fact is noted and dated. This disclosure follows expected governance and SEC reporting protocols for insider transactions.

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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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^*

Blackie James

(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 Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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	08/20/2025		S(1)(2)		3,283	D	$5.2138(3)	522,307	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 29, 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 $5.17 to $ 5.29 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/ Blackie James by Charles Rogerson, as Attorney-in-Fact	08/22/2025
	** 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 ON24 (ONTF) insider Blackie James do on 08/20/2025?

Blackie James sold 3,283 shares on 08/20/2025 to cover tax withholding related to vested RSUs.

Under what plan were the ON24 shares sold?

The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 08/29/2024.

What price did the insider receive for the ON24 shares?

The Form 4 reports a weighted-average price of $5.2138 per share, with individual sales ranging from $5.17 to $5.29.

How many ON24 shares does Blackie James beneficially own after the sale?

Following the reported transaction, Blackie James beneficially owned 522,307 shares, reported as direct ownership.

Who filed and signed the Form 4 for Blackie James?

The Form 4 was signed by /s/ Blackie James by Charles Rogerson, as Attorney-in-Fact and dated 08/22/2025.