[Form 4] ON24, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Sahasi Jayesh, EV President, Product and CTO of ON24, Inc. (ONTF), reported two sales of common stock under a Rule 10b5-1 trading plan adopted March 4, 2025. On 09/05/2025 the reporting person sold 4,608 shares as tax-withholdings at a weighted average price of $5.5155, leaving 737,913 shares beneficially owned. On 09/08/2025 an additional 3,681 shares were sold at a weighted average price of $5.5811, leaving 734,232 shares. The sales were to satisfy withholding obligations on vested restricted stock units. The Form 4 was signed on behalf of the reporting person on 09/09/2025.

Positive

• Transactions executed under a Rule 10b5-1 plan, indicating pre-established trading instructions and compliance with insider trading rules
• Clear disclosure of tax-withholding purpose for the sales, stating shares were sold to cover RSU-related obligations
• Weighted-average prices and willingness to provide per-trade details enhance transparency about execution

Negative

• Beneficial ownership decreased from 737,913 to 734,232 shares following the reported sales
• Insider sold shares, which some investors may interpret negatively despite the stated tax-withholding purpose

Insights

Financial Analyst

TL;DR Routine insider share sales under a 10b5-1 plan to cover taxes; no sign of opportunistic trading.

The reported transactions are small open-market sales intended to satisfy tax-withholding from RSU vesting, executed under a pre-established Rule 10b5-1 plan adopted March 4, 2025. The weighted average prices reported ($5.5155 and $5.5811) reflect execution across price ranges. The insider's beneficial ownership declined from 737,913 to 734,232 shares following the second sale—a modest reduction in absolute terms. From an investor-impact perspective, these are administrative transactions rather than operational signals.

Corporate Governance Expert

TL;DR Disclosure and use of a 10b5-1 plan demonstrate compliance and proper insider-trading controls.

The Form 4 clearly states the existence of a 10b5-1 trading plan and documents that the sales were to cover tax withholding on vested restricted stock units. The filer provides weighted-average price ranges and commits to provide detailed per-trade pricing on request, which supports transparency. Signature by an attorney-in-fact is properly noted. These elements align with good governance and disclosure practices for insider transactions.

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.

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)
	EV President, Product and CTO

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)		4,608	D	$5.5155(3)	737,913	D
Common Stock	09/08/2025		S(1)(2)		3,681	D	$5.5811(4)	734,232	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 $5.45 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.

Remarks:

	/s/ Sahasi Jayesh 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 transactions did Sahasi Jayesh file on Form 4 for ON24 (ONTF)?

The filer reported sales of 4,608 shares on 09/05/2025 and 3,681 shares on 09/08/2025 under a Rule 10b5-1 plan.

Why were the shares sold according to the Form 4?

The Form 4 states the shares were sold to cover tax withholding obligations related to the vesting of restricted stock units.

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

Following the reported sales the reporting person beneficially owned 734,232 shares.

What prices were the shares sold at in the reported transactions?

The sales were executed at weighted-average prices of $5.5155 (range $5.45–$5.63) and $5.5811 (range $5.49–$5.61).

When was the 10b5-1 trading plan adopted?

The Form 4 states the Rule 10b5-1 trading plan was adopted on March 4, 2025.