[Form 4] ON24, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Sharan Sharat, identified as President and Chief Executive, a director and a 10% owner of ON24, Inc. (ONTF), reported insider transactions dated 08/11/2025. The Form 4 shows an exercise of 62,206 option-derived shares at a stated conversion/exercise price of $0.89, and a sale of 37,982 common shares at a weighted average price of $4.8731 executed under a Rule 10b5-1 trading plan adopted on December 12, 2024.

Following the reported transactions the filing lists beneficial ownership figures of 3,637,545 and 3,599,563 shares on the two report lines; the form also states the related options are fully vested and exercisable. The seller notes the sale occurred in multiple transactions with prices ranging $4.78 to $4.94.

Positive

• Exercise of 62,206 options at a stated conversion/exercise price of $0.89, resulting in additional common shares recorded.
• Options are fully vested and exercisable, as explicitly stated in the filing.
• Transactions were executed under a documented Rule 10b5-1 trading plan adopted on December 12, 2024, and the filer disclosed this in the explanation.

Negative

• Sale of 37,982 shares reported at a weighted average price of $4.8731, which reduced the reporting person's beneficial holdings on the reporting lines.
• The sale was executed in multiple transactions with prices ranging from $4.78 to $4.94, per the footnote.
• Form was signed by an attorney-in-fact rather than the reporting person, as indicated on the signature block.

Insights

Financial Analyst

TL;DR: Insider exercised 62,206 options at $0.89 and sold 37,982 shares at a $4.8731 weighted average under a 10b5-1 plan.

The filing documents a two-part transaction: an option exercise converting 62,206 derivative securities into common stock at a $0.89 exercise/conversion price, and a contemporaneous sale of 37,982 shares that reported a weighted average sale price of $4.8731. The sale was effected under a Rule 10b5-1 plan adopted on December 12, 2024, and the filer states the sales occurred across multiple transactions priced between $4.78 and $4.94. The options are noted as fully vested and exercisable. Impact is informational for share count and insider liquidity; no additional corporate performance data is included in the filing.

Corporate Governance Expert

TL;DR: Pre-arranged 10b5-1 plan and attorney-in-fact signature; transaction adjusts insider holdings modestly.

The Form 4 indicates the transactions were conducted pursuant to a Rule 10b5-1 trading plan and the filing bears an attorney-in-fact signature on behalf of the reporting person. The document shows an acquisition via exercise of 62,206 option-derived shares and a sale of 37,982 shares, with post-transaction beneficial ownership figures reported as 3,637,545 and 3,599,563 on the two lines. The options related to the exercise are explicitly stated to be fully vested and exercisable. From a governance perspective, the use of a 10b5-1 plan and an attorney-in-fact are material procedural details; the filing does not disclose additional governance changes or material corporate actions.

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)
08/11/2025

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	08/11/2025		M		62,206	A	$0.89	3,637,545	D
Common Stock	08/11/2025		S(1)		37,982	D	$4.8731(2)	3,599,563	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	08/11/2025		M			62,206	(3)	01/04/2026	Common Stock	62,206	$0.00	160,377	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 $4.78 to $4.94 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	08/12/2025
	** 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 transactions did Sharan Sharat report for ON24 (ONTF)?

The Form 4 reports an exercise of 62,206 option-derived shares at a $0.89 conversion/exercise price and a sale of 37,982 common shares at a weighted average price of $4.8731.

Were the transactions part of a 10b5-1 trading plan for ONTF?

Yes. The filing states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted on December 12, 2024.

How many shares did Sharan Sharat beneficially own after the reported transactions?

The filing lists post-transaction beneficial ownership figures of 3,637,545 and 3,599,563 shares on the two report lines.

At what prices were the sold ONTF shares transacted?

The reporting person sold shares at a weighted average price of $4.8731; the filing states the sales occurred across prices ranging from $4.78 to $4.94.

Are the exercised options vested and exercisable?

Yes. The filing explicitly states the related options are fully vested and exercisable.

Who signed the Form 4 for Sharan Sharat?

The Form 4 is signed on behalf of Sharan Sharat by Charles Rogerson, acting as Attorney-in-Fact.