ON24 (ONTF) EVP and CTO reports stock sales to cover RSU taxes

Rhea-AI Filing Summary

ON24, Inc. reported insider share sales by an executive officer. The Executive Vice President, Product and Chief Technology Officer sold 12,372 shares of ON24 common stock on 12/01/2025 at a weighted average price of $5.6951 and 11,681 shares on 12/02/2025 at a weighted average price of $5.6626. After these transactions, the officer beneficially owned 718,961 shares and 707,280 shares, respectively, held directly.

The sales were made under a Rule 10b5-1 trading plan adopted on March 4, 2025 and represent shares sold to cover tax withholding obligations related to the vesting of restricted stock units. The prices reported reflect weighted averages across multiple trades within disclosed price ranges.

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

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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^*

Sahasi Jayesh

(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)
	EV President, Product and CTO

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)		12,372	D	$5.6951(3)	718,961	D
Common Stock	12/02/2025		S(1)(2)		11,681	D	$5.6626(4)	707,280	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 were effected pursuant to a Rule 10B5-1 trading plan adopted by the reporting person on March 4, 2025.

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.

Remarks:

	/s/ Sahasi Jayesh 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?

An executive officer of ON24, Inc. reported selling shares of ON24 common stock on 12/01/2025 and 12/02/2025 in open-market transactions.

How many ON24 (ONTF) shares were sold and at what prices?

The officer sold 12,372 shares on 12/01/2025 at a weighted average price of $5.6951 and 11,681 shares on 12/02/2025 at a weighted average price of $5.6626.

How many ON24 (ONTF) shares does the insider own after these sales?

Following the reported transactions, the executive officer beneficially owned 718,961 shares after the 12/01/2025 sale and 707,280 shares after the 12/02/2025 sale, all held directly.

Were the ON24 (ONTF) insider sales part of a Rule 10b5-1 trading plan?

Yes. The filing states the transactions were effected under a Rule 10b5-1 trading plan adopted by the reporting person on March 4, 2025.

Why were the ON24 (ONTF) shares sold by the insider?

The filing explains the shares represent amounts sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units.

What is the relationship of the reporting person to ON24 (ONTF)?

The reporting person is an officer of ON24, serving as Executive Vice President, Product and Chief Technology Officer.

How were the ON24 (ONTF) sale prices calculated in the Form 4?

The reported prices are weighted average prices, with the filing noting the shares were sold in multiple transactions within stated price ranges for each trading day.