ON24 (NYSE: ONTF) EVP Sahasi Jayesh sells shares under 10b5-1 plan

Rhea-AI Filing Summary

ON24, Inc. executive Sahasi Jayesh reported small stock transactions. On 02/06/2026, the EVP, Product and CTO acquired 574 shares of ON24 common stock at $0.00, reflecting restricted stock units vesting. On 02/10/2026, 250 shares were sold at a weighted average price of $7.9314 to cover tax withholding obligations under a Rule 10b5-1 trading plan adopted on March 4, 2025. After these transactions, Jayesh directly beneficially owned 672,851 ON24 shares.

Insider Trade Summary

Net Seller: 250 shares ($1,983)

Net Sell 2 txns

Insider Sahasi Jayesh

Role EV President, Product and CTO

Sold 250 shs ($2K)

Type	Security	Shares	Price	Value
Sale	Common Stock	250	$7.9314	$2K
Grant/Award	Common Stock	574	$0.00	--

Holdings After Transaction: Common Stock — 672,851 shares (Direct)

Footnotes (1)

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. 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^*

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)
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		574	A	$0.00	673,101	D
Common Stock	02/10/2026		S(1)(2)		250	D	$7.9314(3)	672,851	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 $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/ Sahasi Jayesh 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) executive Sahasi Jayesh report?

EVP, Product and CTO Sahasi Jayesh reported acquiring 574 ON24 common shares from vested restricted stock units, then selling 250 shares. The sale occurred at a weighted average price of $7.9314 per share, leaving him with 672,851 directly owned shares after the transactions.

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

Yes. The reported transactions were executed under a Rule 10b5-1 trading plan adopted by Sahasi Jayesh on March 4, 2025. Such pre-arranged plans allow executives to systematically sell shares according to set instructions, helping manage trading while reducing concerns about trading on nonpublic information.

Why did ON24 (ONTF) executive Sahasi Jayesh sell 250 shares?

The 250 ON24 shares were sold to cover tax withholding obligations arising from the vesting of restricted stock units. This is a common method for insiders to satisfy tax liabilities generated when equity awards, such as RSUs, convert into company shares upon vesting.

What price did ON24 (ONTF) insider shares sell for in this Form 4?

The 250 ON24 shares sold by Sahasi Jayesh carried a weighted average price of $7.9314 per share. These shares were executed in multiple trades within a range of $7.92 to $7.96, and detailed trade-level information is available on request from the issuer.

How many ON24 (ONTF) shares does Sahasi Jayesh own after the reported trades?

Following the reported Form 4 transactions, Sahasi Jayesh directly beneficially owned 672,851 shares of ON24 common stock. This figure reflects the 574 shares received from restricted stock unit vesting, net of the 250 shares sold to satisfy associated tax withholding obligations.

What equity award activity did the ON24 (ONTF) Form 4 disclose?

The Form 4 shows 574 ON24 common shares acquired at $0.00 per share, representing vested restricted stock units, on February 6, 2026. It also discloses a subsequent sale of 250 shares on February 10, 2026, executed to cover tax withholding from that vesting event.