[Form 4] ON24, Inc. Insider Trading Activity

Rhea-AI Filing Summary

The Form 4 discloses that Blackie James, Chief Revenue Officer of ON24, Inc. (ONTF), sold shares under a pre-established Rule 10b5-1 trading plan adopted August 29, 2024. On 09/05/2025 he sold 3,770 shares at a weighted average price of $5.5155, leaving 509,082 shares beneficially owned. On 09/08/2025 he sold 3,012 shares at a weighted average price of $5.5811, leaving 506,070 shares beneficially owned. The filings state the sales were to cover tax withholding obligations related to restricted stock unit vesting and that the reported prices reflect multiple transactions within provided ranges.

Positive

• Sales executed under a Rule 10b5-1 plan, indicating transactions were pre-arranged and automated rather than discretionary
• Sales were disclosed as tax-withholding related to RSU vesting, a routine corporate compensation-related action

Negative

• Insider disposed of 6,782 shares (3,770 on 09/05/2025 and 3,012 on 09/08/2025), reducing beneficial ownership to 506,070 shares
• Reported transaction prices were in a narrow low single-digit range ($5.45–$5.63 and $5.49–$5.61), which may be below recent trading highs (if any), but the form does not provide market context

Insights

Corporate Governance Expert

TL;DR: Insider sales were executed under a documented 10b5-1 plan and were for tax withholding on RSU vesting, indicating routine, pre-planned activity.

The report shows the CRO used a Rule 10b5-1 plan adopted August 29, 2024, to effect small, discrete share disposals on 09/05/2025 and 09/08/2025. The disclosed purpose—covering tax withholding on vested restricted stock units—is a common, non-discretionary reason for sales and reduces the risk those sales were opportunistic. The filings provide weighted average prices and ranges, and the reporting signature is via attorney-in-fact, consistent with standard practice.

Securities Analyst

TL;DR: Sales totaled 6,782 shares at roughly $5.52 average, modest relative to total holdings; this is a routine liquidity action rather than a stake change.

The two reported disposition events reduced beneficial ownership from 509,082 to 506,070 shares. The prices reported were weighted averages ($5.5155 and $5.5811) with transaction ranges provided. The amounts sold appear to be specifically to satisfy tax withholding on RSU vesting rather than broad portfolio reallocation. No other derivative or additional transactions are reported on this Form 4.

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
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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.

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 Revenue 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)		3,770	D	$5.5155(3)	509,082	D
Common Stock	09/08/2025		S(1)(2)		3,012	D	$5.5811(4)	506,070	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 29, 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.

Remarks:

	/s/ Blackie James 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 did Blackie James report on the ONTF Form 4?

He reported two dispositions: 3,770 shares sold on 09/05/2025 and 3,012 shares sold on 09/08/2025, leaving 506,070 shares beneficially owned.

Why were the ON24 (ONTF) shares sold by the reporting person?

The Form 4 states the sales were to cover tax withholding obligations in connection with the vesting of restricted stock units.

Were the ONTF sales part of a trading plan?

Yes. The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted August 29, 2024.

What prices were reported for the ONTF transactions?

Weighted average prices were reported: $5.5155 for the 09/05/2025 sales (range $5.45–$5.63) and $5.5811 for the 09/08/2025 sales (range $5.49–$5.61).

Does the Form 4 report any derivative transactions for ONTF?

No. Table II shows no derivative securities acquired, disposed of, or beneficially owned on this Form 4.