ON24 Inc. (ONTF) insider exercises 50,000 stock options, now holds 3.67M shares

Rhea-AI Filing Summary

ON24 Inc.'s president, chief executive officer, director, and 10% owner reported an insider stock transaction. On 12/22/2025, the reporting person exercised a stock option to acquire 50,000 shares of common stock at an exercise price of $1.70 per share, coded as an option exercise (M). Following this transaction, the insider directly beneficially owned 3,672,891 shares of ON24 common stock. The underlying options were fully vested and exercisable, and after the exercise, no derivative securities from this option grant remained outstanding.

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).

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.

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)

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)
12/22/2025

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	12/22/2025		M		50,000	A	$1.7	3,672,891	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)	$1.7	12/22/2025		M			50,000	(1)	01/04/2026	Common Stock	50,000	$0.00	0.00	D

Explanation of Responses:

1. The options are fully vested and exercisable.

Remarks:

	/s/ Sharan Sharat by Charles Rogerson, as Attorney-in-Fact	12/22/2025
	** 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 transaction did ON24 Inc. (ONTF) report in this Form 4?

The filing reports that ON24 Inc.'s president, chief executive officer, director, and 10% owner exercised a stock option and acquired 50,000 shares of common stock on 12/22/2025.

At what price were the ON24 Inc. (ONTF) stock options exercised?

The stock option was exercised at a conversion or exercise price of $1.70 per share for 50,000 shares of ON24 common stock.

How many ON24 Inc. (ONTF) shares does the insider own after this transaction?

After the reported transaction, the insider directly beneficially owned 3,672,891 shares of ON24 Inc. common stock.

What was the nature of the derivative security in the ON24 Inc. (ONTF) Form 4?

The derivative security was a stock option (right to buy) ON24 Inc. common stock, covering 50,000 underlying shares at an exercise price of $1.70.

Were the ON24 Inc. (ONTF) options fully vested at the time of exercise?

Yes. The explanation of responses states that the options are fully vested and exercisable at the time of the reported transaction.

What insider roles does the reporting person hold at ON24 Inc. (ONTF)?

The reporting person is identified as a director, a 10% owner, and an officer serving as president and chief executive of ON24 Inc.