[Form 4] ON24, Inc. Insider Trading Activity

Rhea-AI Filing Summary

ON24 President and CEO Sharat Sharan received significant equity awards on June 25, 2025, strengthening executive alignment with shareholder interests. The insider was granted:

• 250,000 Restricted Stock Units (RSUs) vesting in 12 equal installments over 3 years, with initial vesting on June 27, 2025
• 125,000 Performance Stock Units (PSUs) contingent on achieving specific stock price thresholds and continued service

Following these transactions, Sharan's total beneficial ownership increased to 3,612,384 shares held directly. As a Director, 10% Owner, and President/CEO, this grant represents a significant equity stake. The zero-cost equity awards serve as long-term performance incentives, with PSUs specifically tied to stock price appreciation goals.

Positive

• CEO Sharat Sharan received significant equity grants totaling 375,000 shares (250,000 RSUs + 125,000 PSUs), demonstrating strong alignment with shareholder interests
• Performance-based component (125,000 PSUs) ties executive compensation directly to stock price appreciation, incentivizing management to drive shareholder value

Negative

• None.

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.

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)
06/25/2025

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	06/25/2025		A		250,000(1)	A	$0.00	3,487,384	D
Common Stock	06/25/2025		A		125,000(2)	A	$0.00	3,612,384	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. Represents shares underlying restricted stock units ("RSUs"). The RSUs will vest in twelve equal installments over a three year period, with the first installment vesting June 27, 2025, in each case subject to the Reporting Person's continued service through the applicable vesting date.

2. Represents shares underlying performance stock units ("PSUs"). Each PSU represents a contingent right to receive one share of the Issuer's common stock. The PSUs vest upon the Issuer's common stock satisfying specified per share price thresholds and the Reporting Person satisfying a service condition.

Remarks:

	/s/ Sharan Sharat by Charles Rogerson, as Attorney-in-Fact	06/27/2025
	** 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

How many shares did ONTF CEO Sharat Sharan receive in RSUs on June 25, 2025?

According to the Form 4 filing, ONTF CEO Sharat Sharan received 250,000 restricted stock units (RSUs) on June 25, 2025. These RSUs will vest in twelve equal installments over a three-year period, with the first installment vesting on June 27, 2025.

What is the total number of ONTF shares Sharat Sharan owns after the June 25, 2025 transactions?

After the reported transactions on June 25, 2025, Sharat Sharan beneficially owns 3,612,384 shares of ONTF common stock directly (indicated by 'D' in the ownership form column).

How many performance stock units (PSUs) were granted to ONTF's CEO in the June 25, 2025 filing?

The Form 4 filing shows that Sharat Sharan received 125,000 performance stock units (PSUs). These PSUs will vest based on ONTF's stock meeting specified price thresholds and the executive satisfying a service condition.

What positions does Sharat Sharan hold at ONTF according to the Form 4?

According to the Form 4 filing, Sharat Sharan holds multiple positions at ONTF: he serves as President and Chief Executive Officer, Director, and is also a 10% Owner of the company.