ON24 Chief Executive Profits from Options Exercise While Retaining Large Stake

Rhea-AI Filing Summary

ON24 President and CEO Sharat Sharan executed significant insider transactions on June 17, 2025. The transactions involved:

• Exercise of stock options for 62,206 shares at $0.89 per share
• Sale of 37,527 shares at weighted average price of $5.3876 per share

The transactions were conducted under a Rule 10B5-1 trading plan established on December 12, 2024. Following these transactions, Sharan holds 3,237,384 shares directly and retains 284,789 stock options. As a Director, 10% Owner, and CEO, Sharan maintains significant ownership in the company. The exercised options were fully vested, with an expiration date of January 4, 2026.

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^*

Sharan Sharat

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and Chief Executive

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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	06/17/2025		M		62,206	A	$0.89	3,274,911	D
Common Stock	06/17/2025		S(1)		37,527	D	$5.3876(2)	3,237,384	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
Stock Option (Right to Buy)	$0.89	06/17/2025		M			62,206	(3)	01/04/2026	Common Stock	62,206	$0.00	284,789	D

Explanation of Responses:

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

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $5.31 to $5.43 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 (2) to this Form 4.

3. The options are fully vested and exercisable.

Remarks:

	/s/ Sharan Sharat by Charles Rogerson, as Attorney-in-Fact	06/18/2025
	** 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 ONTF shares did CEO Sharat Sharan sell on June 17, 2025?

CEO Sharat Sharan sold 37,527 shares of ONTF common stock on June 17, 2025, at a weighted average price of $5.3876 per share. This sale was executed pursuant to a Rule 10B5-1 trading plan adopted on December 12, 2024.

What was the stock option exercise price for ONTF CEO's transaction on June 17, 2025?

CEO Sharat Sharan exercised stock options to purchase 62,206 shares of ONTF common stock at an exercise price of $0.89 per share. These options were set to expire on January 4, 2026.

How many ONTF shares does Sharat Sharan own after the June 17, 2025 transactions?

Following the reported transactions, Sharat Sharan directly owns 3,237,384 shares of ONTF common stock and 284,789 stock options (right to buy).

What positions does Sharat Sharan hold at ONTF according to the Form 4?

According to the Form 4, Sharat Sharan serves as President and Chief Executive Officer of ONTF. He is also a Director and a 10% Owner of the company.

What was the price range for ONTF shares sold by the CEO on June 17, 2025?

The shares were sold in multiple transactions at prices ranging from $5.31 to $5.43 per share, with a weighted average price of $5.3876.