[Form 4] ON24, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Steven Vattuone, Chief Financial Officer of ON24, Inc. (ONTF), reported sales of common stock under Rule 10b5-1 plans. The Form 4 shows sales on 09/05/2025 (5,251 shares at a weighted average price of $5.5155), 09/08/2025 (4,195 shares at $5.5811) and 09/09/2025 (20,116 shares at $5.5426). The filings state the first set of sales were made under a 10b5-1 plan adopted August 7, 2024, and the later sales under a plan adopted September 12, 2024. The 09/05 and 09/08 sales were executed to cover tax withholding obligations tied to RSU vesting. After these transactions the reporting person’s beneficial ownership is reported as 583,594 shares. The Form 4 was signed by an attorney-in-fact on 09/09/2025.

Positive

• Sales executed under Rule 10b5-1 plans, indicating preplanned, non-discretionary trades
• Some sales explicitly for tax withholding related to RSU vesting, a routine administrative reason
• Weighted-average prices and price ranges disclosed with offer to provide detailed per-transaction prices on request

Negative

• Total of 29,562 shares sold across three transactions (5,251; 4,195; 20,116)
• Beneficial ownership decreased to 583,594 shares following the reported transactions
• Dispositions occurred over consecutive days in September 2025, which investors may note when monitoring insider activity

Insights

Financial Analyst

TL;DR: CFO sold 29,562 shares across three dates under 10b5-1 plans; sales include tax-withholding disposals.

The Form 4 discloses three non-derivative sales totaling 29,562 shares executed under Rule 10b5-1 trading plans adopted on August 7, 2024 and September 12, 2024. Two of the sales are explicitly described as transactions to cover tax withholding associated with restricted stock unit vesting, which is a routine, non-discretionary reason for disposition. The filing reports weighted-average prices for the sales and a remaining beneficial ownership of 583,594 shares. From a financial analysis perspective, these are standard insider filing mechanics rather than an operational or earnings event; they document liquidity actions by an officer rather than company performance.

Corporate Governance Expert

TL;DR: Insider sales were executed pursuant to documented 10b5-1 plans and include tax-withholding sales; disclosure appears procedurally compliant.

The Form 4 identifies the reporting person as an officer (CFO) and discloses the adoption dates of 10b5-1 plans that governed the reported transactions. The filing includes weighted-average sale prices and footnotes committing to provide transaction-level price details on request, and it was signed by an attorney-in-fact. These elements align with standard Section 16 reporting and 10b5-1 plan disclosure practices. The filing does not assert any other arrangements or additional material facts beyond the sales and stated purpose for some shares.

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.

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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	09/05/2025		S(1)(2)		5,251	D	$5.5155(3)	607,905	D
Common Stock	09/08/2025		S(1)(2)		4,195	D	$5.5811(4)	603,710	D
Common Stock	09/09/2025		S(5)		20,116	D	$5.5426(6)	583,594	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 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 $5.45 to $5.63, 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $5.49 to $5.61, 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 (4) to this Form 4.

5. The transactions reported in this Form 4 was effected pursuant to a Rule 10B5-1 trading plan adopted by the reporting person on September 12, 2024.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $5.515 to $5.58, 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 (6) to this Form 4.

Remarks:

	/s/ Vattuone Steven by Charles Rogerson, as Attorney-in-Fact	09/09/2025
	** 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 were reported for ON24 (ONTF)?

Three sales totaling 29,562 shares reported on 09/05/2025, 09/08/2025 and 09/09/2025 by CFO Steven Vattuone.

Why were some shares sold by the reporting person?

Footnotes state the 09/05 and 09/08 sales represent shares sold to cover tax withholding obligations in connection with RSU vesting.

Were the sales part of a trading plan?

Yes. The Form 4 discloses Rule 10b5-1 trading plans adopted on August 7, 2024 and September 12, 2024 governing the reported transactions.

What prices were the shares sold at?

Weighted-average prices were disclosed: $5.5155 (09/05/2025), $5.5811 (09/08/2025) and $5.5426 (09/09/2025); ranges for individual trades are provided in footnotes.

How many shares does the reporting person own after these transactions?

Beneficial ownership is reported as 583,594 shares following the transactions.

Who signed the Form 4?

The Form 4 was signed by Charles Rogerson as attorney-in-fact on behalf of Steven Vattuone on 09/09/2025.