ON24 (ONTF) CRO sells 3,117 shares under 10b5-1 tax-cover plan

Rhea-AI Filing Summary

ON24 Inc. Chief Revenue Officer James Blackie reported an open-market sale of 3,117 shares of common stock at an average price of $8.0656 per share. The sale was executed under a pre-arranged Rule 10b5-1 trading plan and covered tax withholding obligations tied to restricted stock unit vesting. After this transaction, Blackie directly holds 480,935 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^*

Blackie James

(Last) (First) (Middle)

C/O ON24, INC.

301 HOWARD STREET, SUITE 1100

(Street)

SAN FRANCISCO CALIFORNIA 94105

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/20/2026		S(1)(2)		3,117	D	$8.0656(3)	480,935	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 transaction 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 $8.06 to $8.075, 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	03/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did ON24 (ONTF) report for James Blackie?

ON24 reported that Chief Revenue Officer James Blackie sold 3,117 shares of common stock. The shares were sold in an open-market transaction at an average price of $8.0656 per share, according to a pre-arranged Rule 10b5-1 trading plan.

Why did James Blackie sell ON24 (ONTF) shares in this Form 4?

The sale was made to cover tax withholding obligations from restricted stock unit vesting. The filing explains that the 3,117 shares sold represented shares used to satisfy taxes due when Blackie’s restricted stock units vested.

Was the ON24 (ONTF) insider sale by James Blackie pre-planned?

Yes, the transaction was carried out under a Rule 10b5-1 trading plan. The filing states that Blackie adopted this plan on August 29, 2024, meaning the sale’s timing was scheduled in advance rather than decided spontaneously.

How many ON24 (ONTF) shares does James Blackie hold after this transaction?

After the reported sale, James Blackie directly holds 480,935 ON24 common shares. This remaining stake indicates that the 3,117 shares sold were a small portion of his overall direct ownership in the company.

At what price were the ON24 (ONTF) shares sold by James Blackie?

The shares were sold at a weighted average price of $8.0656 per share. The filing notes the transactions occurred in multiple trades within a price range from $8.06 to $8.075, all contributing to that average price.

Does James Blackie’s ON24 (ONTF) Form 4 indicate open-market selling?

Yes, the transaction is coded as an open-market sale of common stock. However, the filing clarifies that the purpose was to cover tax withholding on vested restricted stock units, rather than a discretionary reduction of his overall position.