[Form 4] ON24, Inc. Insider Trading Activity

Rhea-AI Filing Summary

ON24 Director and 10% Owner Cynthia Paul reported significant insider transactions on June 20, 2025. Paul acquired 31,855 restricted stock units (RSUs) at $0.00 per share as part of director compensation. Following this transaction, Paul directly owns 141,095 shares of ON24 common stock.

The newly granted RSUs will vest on the earlier of:

• The date of the 2026 Annual Meeting (or day before if not re-elected)
• First anniversary of the grant date

Additionally, Paul holds indirect beneficial ownership of 8,293,974 shares through Lynrock Lake Master Fund LP, where she serves as Chief Investment Officer of Lynrock Lake LP (investment manager) and Sole Member of Lynrock Lake Partners LLC (general partner). This significant indirect holding confirms her position as a 10% owner of ON24.

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^*

Paul Cynthia

(Last) (First) (Middle)

C/O LYNROCK LAKE LP

2 INTERNATIONAL DRIVE, SUITE 130

(Street)

RYE BROOK NY 10573

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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	06/20/2025		A		31,855(1)	A	$0.00	141,095	D
Common Stock								8,293,974	I	By Fund(2)

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 on the earlier of (i) the date of the following year's Annual Meeting (or the date immediately prior to the next Annual Meeting if the Non-Employee Director's service as a director ends at such meeting due to the director's failure to be re-elected or the director not standing for re-election); or (ii) the first anniversary of the date of the grant.

2. Shares are held directly by Lynrock Lake Master Fund LP ("Lynrock Fund"). The investment manager and general partner of Lynrock Fund are- Lynrock Lake LP ("Lynrock") and Lynrock Lake Partners LLC ("Lynrock GP"), respectively, and each may be deemed to beneficially own the shares held by Lynrock Fund. The Reporting Person is the Chief Investment Officer of Lynrock and Sole Member of Lynrock GP and may be deemed to beneficially own the shares held by Lynrock Fund. The Reporting Person disclaims beneficial ownership in these shares except to the extent of her pecuniary interest therein.

Remarks:

	/s/ Cynthia Paul	06/24/2025
	** 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

How many ONTF shares did Cynthia Paul acquire on June 20, 2025?

Cynthia Paul acquired 31,855 shares of ONTF common stock in the form of restricted stock units (RSUs) on June 20, 2025, at a price of $0.00 per share.

What is Cynthia Paul's total ownership position in ONTF after the June 2025 transaction?

Following the transaction, Cynthia Paul owns 141,095 shares directly and has indirect beneficial ownership of 8,293,974 shares through Lynrock Lake Master Fund LP, totaling approximately 8.4 million shares.

What are the vesting terms for ONTF RSUs granted to Cynthia Paul?

The RSUs will vest on the earlier of: (1) the date of the following year's Annual Meeting (or the day before if the director's service ends due to not being re-elected or not standing for re-election), or (2) the first anniversary of the grant date.

What is Cynthia Paul's relationship to ONTF according to the Form 4?

Cynthia Paul serves as both a Director and a 10% Owner of ONTF. She is also the Chief Investment Officer of Lynrock Lake LP and Sole Member of Lynrock Lake Partners LLC, which manage the fund holding a significant position in ONTF.