ON24 (ONTF) CFO sells shares to cover taxes under 10b5-1 plan

Rhea-AI Filing Summary

ON24, Inc.’s Chief Financial Officer Steven Vattuone reported routine equity transactions in company stock. On February 6, 2026, he acquired 747 shares of common stock at $0.00, reflecting vesting of restricted stock units, bringing his holdings to 453,401 shares.

On February 10, 2026, Vattuone sold 325 shares of ON24 common stock at a weighted average price of $7.9314, in multiple trades between $7.92 and $7.96, to cover tax withholding obligations tied to that vesting. After these transactions, he directly owned 453,076 shares. The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on August 7, 2024.

Insider Trade Summary

Net Seller: 325 shares ($2,578)

Net Sell 2 txns

Insider Vattuone Steven

Role Chief Financial Officer

Sold 325 shs ($3K)

Type	Security	Shares	Price	Value
Sale	Common Stock	325	$7.9314	$3K
Grant/Award	Common Stock	747	$0.00	--

Holdings After Transaction: Common Stock — 453,076 shares (Direct)

Footnotes (1)

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 7, 2024. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $7.92 to $7.96, 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Vattuone Steven

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		A		747	A	$0.00	453,401	D
Common Stock	02/10/2026		S(1)(2)		325	D	$7.9314(3)	453,076	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 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 $7.92 to $7.96, 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/ Vattuone Steven by Charles Rogerson, as Attorney-in-Fact	02/10/2026
	** 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.

FAQ

What insider transactions did ON24 (ONTF) CFO Steven Vattuone report?

ON24 CFO Steven Vattuone reported acquiring 747 common shares from restricted stock unit vesting and selling 325 shares. The sale, executed under a Rule 10b5-1 plan, was primarily to cover tax withholding obligations related to the RSU vesting.

How many ON24 (ONTF) shares does CFO Steven Vattuone own after these trades?

After the reported transactions, CFO Steven Vattuone directly owns 453,076 ON24 common shares. This reflects 747 shares acquired from restricted stock unit vesting and 325 shares sold in a small sale to satisfy tax withholding obligations.

At what price did the ON24 (ONTF) CFO sell his shares?

The 325 ON24 shares were sold at a weighted average price of $7.9314 per share. Individual trade prices ranged from $7.92 to $7.96, and the filing notes the CFO can provide detailed trade breakdowns upon request.

Why did the ON24 (ONTF) CFO sell 325 shares of common stock?

The 325 shares sold by ON24’s CFO represent stock sold to cover tax withholding obligations from restricted stock unit vesting. This type of sale is common when equity awards vest and does not necessarily reflect a discretionary decision to reduce holdings.

Was the ON24 (ONTF) CFO’s stock sale under a Rule 10b5-1 plan?

Yes. The filing states the sale was executed under a Rule 10b5-1 trading plan adopted on August 7, 2024. Such pre-arranged plans allow insiders to sell shares according to a preset schedule, helping manage trading around blackout periods.

What type of ON24 (ONTF) securities were involved in the CFO’s transactions?

Both reported transactions involved ON24 common stock. One reflected 747 shares acquired at $0.00 from restricted stock unit vesting, while the other was a sale of 325 shares at a weighted average price of $7.9314 per share under a trading plan.