ON24 (ONTF) CRO exercises stock options and sells 16,000 shares

Rhea-AI Filing Summary

ON24 Inc.'s Chief Revenue Officer, Blackie James, reported exercising stock options and selling shares of the company’s common stock. On 12/30/2025, James exercised a stock option to acquire 16,000 shares at an exercise price of $0.99 per share, then sold 16,000 shares of common stock at a price of $7.96 per share on the same date. After these transactions, James beneficially owned 478,861 shares of ON24 common stock directly and held 35,696 stock options with an exercise price of $0.99 per share, expiring on 12/09/2026. The filing notes that the reported transaction was effected under a Rule 10b5-1 trading plan adopted on March 14, 2025, and that the options involved are fully vested and exercisable.

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

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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^*

Blackie James

(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 Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2025

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	12/30/2025		M		16,000	A	$0.99	494,861	D
Common Stock	12/30/2025		S(1)		16,000	D	$7.96	478,861	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)	$0.99	12/30/2025		M			16,000	(2)	12/09/2026	Common Stock	16,000	$0.00	35,696	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 March 14, 2025.

2. The options are fully vested and exercisable.

Remarks:

	/s/ Blackie James by Charles Rogerson, as Attorney-in-Fact	01/02/2026
	** 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 transaction did ON24 (ONTF) disclose in this filing?

The filing shows that Chief Revenue Officer Blackie James exercised stock options for 16,000 shares of ON24 common stock and sold 16,000 shares on 12/30/2025.

At what prices did the ON24 (ONTF) executive exercise and sell shares?

Blackie James exercised options to buy 16,000 shares at an exercise price of $0.99 per share and sold 16,000 shares of common stock at a price of $7.96 per share.

How many ON24 (ONTF) shares does the CRO own after this transaction?

Following the reported transactions on 12/30/2025, Blackie James beneficially owned 478,861 shares of ON24 common stock directly.

What stock options does the ON24 (ONTF) CRO still hold after the trade?

After the transaction, Blackie James held 35,696 stock options with an exercise price of $0.99 per share, expiring on 12/09/2026, and the options are noted as fully vested and exercisable.

Was the ON24 (ONTF) insider trade made under a Rule 10b5-1 trading plan?

Yes. The explanation states that the reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by Blackie James on March 14, 2025.

What is Blackie James’s role at ON24 (ONTF)?

Blackie James is identified as an officer of ON24 Inc., serving as the company’s Chief Revenue Officer.