[Form 4] ON24 INC. Insider Trading Activity

Rhea-AI Filing Summary

Insider transactions by ON24, Inc. (ONTF): The reporting person, Sharan Sharat (President, CEO, Director and >10% owner), executed transactions on 09/16/2025 under a Rule 10b5-1 plan adopted May 14, 2025. Mr. Sharat exercised stock options with an exercise price of $0.89 to acquire 53,459 shares, increasing option-based common shares underlying to 106,918. He also sold 32,159 shares in multiple trades at a weighted average price of $5.5506 per share, with sale prices ranging between $5.46 and $5.62. Following these transactions, he beneficially owned 3,620,863 shares.

Positive

• Exercise of options: Reporting person exercised 53,459 options at an exercise price of $0.89.
• Use of Rule 10b5-1 plan: The sale was effected pursuant to a documented 10b5-1 trading plan adopted May 14, 2025.

Negative

• Insider sale: 32,159 shares were sold at a weighted average price of $5.5506, reducing direct holdings.
• High beneficial ownership concentration: After transactions, the reporting person still beneficially owned 3,620,863 shares, indicating significant insider exposure.

Insights

Financial Analyst

TL;DR: Insider exercised options and sold a portion of shares under a pre-established trading plan, netting liquidity.

The Form 4 shows a contemporaneous option exercise and partial sale executed under a Rule 10b5-1 plan. The exercise converted in-the-money options priced at $0.89 into 53,459 shares while a subsequent disposition of 32,159 shares occurred at a weighted average of $5.5506. These are routine Section 16 disclosures for an executive who is also a significant shareholder; the filing documents the mechanics and resulting beneficial ownership of 3,620,863 shares.

Corporate Governance Expert

TL;DR: Significant insider sale by a top executive occurred under a preplanned trading arrangement; governance watchers will note timing and ownership level.

The report confirms the director and CEO uses a documented 10b5-1 plan adopted May 14, 2025, for the sales on 09/16/2025. The combination of option exercise and sale is disclosed, including price ranges and post-transaction beneficial ownership. While procedural safeguards are present (10b5-1 plan), stakeholders often review such filings for cadence and frequency of sales relative to insider ownership concentration and corporate milestones.

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)
09/16/2025

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	09/16/2025		M		53,459	A	$0.89	3,653,022	D
Common Stock	09/16/2025		S(1)		32,159	D	$5.5506(2)	3,620,863	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	09/16/2025		M			53,459	(3)	01/04/2026	Common Stock	53,459	$0.00	106,918	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 May 14, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $5.46 to $5.62 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	09/17/2025
	** 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 transactions did ONTF insider Sharan Sharat report on Form 4?

The Form 4 shows an exercise of 53,459 options at $0.89 and a sale of 32,159 shares at a weighted average price of $5.5506 on 09/16/2025.

Were the sales made under a 10b5-1 plan?

Yes. The Form 4 states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 14, 2025.

How many shares does Sharan Sharat beneficially own after the transactions?

Following the reported transactions, the reporting person beneficially owned 3,620,863 shares.

What price range were the sold shares traded at?

The sold shares were transacted in multiple trades with prices ranging from $5.46 to $5.62, and a weighted average of $5.5506.

Are the exercised options vested and exercisable?

Yes. The Form 4 states the options are fully vested and exercisable.