[Form 4] ON24, Inc. Insider Trading Activity

Rhea-AI Filing Summary

ON24, Inc. (ONTF) CFO Steven Vattuone reported sales of common stock under Rule 10b5-1 plans to cover tax withholding from vested restricted stock units. The filing shows sales on 08/20/2025 of 3,094 shares at a weighted average price of $5.2138, leaving the reporting person with 631,438 shares after that transaction. A subsequent sale on 08/21/2025 of 5,117 shares at a weighted average price of $5.2478 reduced beneficial ownership to 626,321 shares. The Form 4 states both transactions were effected pursuant to 10b5-1 trading plans adopted on August 7, 2024 and September 12, 2024, and notes the shares sold were to satisfy tax withholding obligations tied to RSU vesting.

Positive

• Transactions were executed under Rule 10b5-1 plans, indicating pre-established trading arrangements.
• Filing discloses purpose of sales (to cover tax withholding for vested RSUs) and provides weighted-average price ranges in footnotes.

Negative

• CFO sold 8,211 shares across two days (08/20/2025 and 08/21/2025), reducing beneficial ownership from 631,438 to 626,321 shares.

Insights

Financial Analyst

TL;DR: Insider sales were routine tax-withholding transactions executed under 10b5-1 plans; they appear non-operational.

The Form 4 discloses two small sales by CFO Steven Vattuone on 08/20/2025 and 08/21/2025 totaling 8,211 shares sold at weighted average prices of $5.2138 and $5.2478, respectively. The filing explicitly states these sales were made to cover tax withholding associated with RSU vesting and were effected under established Rule 10b5-1 plans. From an earnings and operational perspective, these transactions are routine compensation-related disposals and do not, by themselves, convey new information about company performance or guidance. Investors should note the change in reported beneficial ownership from 631,438 to 626,321 shares as recorded in the Form 4.

Corporate Governance Expert

TL;DR: Disclosure follows compliance best practices; use of 10b5-1 plans is documented and explanatory footnotes provided.

The filing documents that the transactions were effected pursuant to two separate Rule 10b5-1 trading plans adopted in 2024 and includes footnotes describing weighted average prices and the purpose of the sales (tax withholding for RSU vesting). The Form 4 is signed via attorney-in-fact and includes the standard explanatory commitments to provide further breakdowns of sale prices on request. From a governance standpoint, the report contains the expected disclosures for planned insider sales and provides transparent footnoted detail about price ranges and purpose.

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).

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)
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)		3,094	D	$5.2138(3)	631,438	D
Common Stock	08/21/2025		S(4)		5,117	D	$5.2478(5)	626,321	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 $5.17 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.

4. The transactions reported in this Form 4 was effected pursuant to a Rule 10B5-1 trading plan adopted by the reporting person on September 12, 2024.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $5.23 to $5.26, 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	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 ONTF insider Steven Vattuone report on Form 4?

The Form 4 reports sales of common stock by CFO Steven Vattuone on 08/20/2025 (3,094 shares) and 08/21/2025 (5,117 shares) to cover tax withholding from vested RSUs.

Were the sales by the ON24 (ONTF) CFO planned under a trading plan?

Yes. The filing states the 08/20/2025 sales were effected under a Rule 10b5-1 plan adopted August 7, 2024, and the 08/21/2025 sales under a plan adopted September 12, 2024.

What prices were reported for the ONTF insider sales?

The Form 4 reports weighted average prices of $5.2138 for the 08/20/2025 sales (range $5.17–$5.29) and $5.2478 for the 08/21/2025 sales (range $5.23–$5.26).

How did these transactions change the CFO's reported ownership in ONTF?

After the 08/20/2025 sale the reporting person owned 631,438 shares; after the 08/21/2025 sale reported ownership was 626,321 shares.

Why were the shares sold according to the Form 4?

The Form 4 states the shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units.