[Form 4] ON24 INC. Insider Trading Activity

Rhea-AI Filing Summary

ON24, Inc. (ONTF) Executive Vice President, Product and CTO Sahasi Jayesh reported a sale of 4,099 shares of ON24 common stock on 11/20/2025 at a weighted average price of $5.2978 per share. The filing states the transactions were effected under a Rule 10b5-1 trading plan adopted on March 4, 2025 and that the shares sold were used to cover tax withholding obligations tied to the vesting of restricted stock units. Following this transaction, the reporting person beneficially owned 731,333 shares of ON24 common stock, which includes 1,200 shares acquired through the ON24, Inc. 2021 Employee Stock Purchase Plan on November 14, 2025.

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)
11/20/2025

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	11/20/2025		S(1)(2)		4,099	D	$5.2978(3)	731,333(4)	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 $5.20 to $ 5.37 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. Includes 1,200 shares of Common Stock acquired pursuant to the ON24, Inc. 2021 Employee Stock Purchase Plan on November 14, 2025.

Remarks:

	/s/ Sahasi Jayesh by Charles Rogerson, as Attorney-in-Fact	11/24/2025
	** 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 did ON24 (ONTF) disclose in this Form 4 filing?

The filing reports that Executive Vice President, Product and CTO Sahasi Jayesh sold 4,099 shares of ON24 common stock on 11/20/2025 at a weighted average price of $5.2978 per share.

Why were the 4,099 ON24 (ONTF) shares sold by the executive?

The filing explains that the 4,099 shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units.

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

Yes. The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 4, 2025.

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

After the reported sale, the executive beneficially owned 731,333 shares of ON24 common stock.

Does the ON24 (ONTF) Form 4 mention shares acquired through an employee stock purchase plan?

Yes. The beneficial ownership figure includes 1,200 shares of common stock acquired under the ON24, Inc. 2021 Employee Stock Purchase Plan on November 14, 2025.

What is the price range for the ON24 (ONTF) shares sold in this Form 4?

The filing states that the weighted average price of $5.2978 reflects multiple transactions with prices ranging from $5.20 to $5.37 per share.