[Form 4] ON24, Inc. Insider Trading Activity

Rhea-AI Filing Summary

ON24, Inc. insider Sahasi Jayesh, EV President, Product and CTO, reported a planned sale of common stock under a Rule 10b5-1 trading plan. The reporting person sold 2,888 shares on 08/20/2025 at a weighted-average price of $5.2138 per share to satisfy tax-withholding obligations related to vested restricted stock units. After the transaction, the reporting person beneficially owned 754,075 shares. The filing states the 10b5-1 plan was adopted on March 4, 2025, and the sales occurred in multiple transactions at prices ranging from $5.17 to $5.29.

Positive

• Transaction executed under a documented Rule 10b5-1 plan, supporting compliance and pre-planned trading safeguards
• Transparent disclosure including weighted-average price and stated price range ($5.17 to $5.29)

Negative

• Insider sold shares (2,888) to cover tax withholding on vested RSUs, which is a liquidity event for the reporting person

Insights

Securities Analyst

TL;DR: Routine tax-withholding sale under an established 10b5-1 plan; not a material change to ownership.

The Form 4 discloses a small disposition of 2,888 shares executed to cover tax withholding on vested restricted stock units, using a Rule 10b5-1 plan adopted March 4, 2025. The weighted-average sale price reported is $5.2138, with individual trades between $5.17 and $5.29. Post-transaction beneficial ownership remains at 754,075 shares, indicating the sale was limited in size and administrative in nature. From a market-impact perspective, this type of filing is typically neutral because it reflects a routine, periodic liquidity event rather than a change in insider confidence or company fundamentals.

Corporate Governance Expert

TL;DR: Filing shows compliant insider activity under a documented trading plan; disclosure is clear and specific.

The report explicitly states the transactions were effected pursuant to a documented Rule 10b5-1 trading plan and provides a price range and weighted-average price, enabling transparency. The sale satisfied tax withholding arising from RSU vesting, a common corporate practice. The signature by attorney-in-fact is included with the filing date of 08/22/2025. There are no indications of amendments or additional agreements disclosed in 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
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)
08/20/2025

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	08/20/2025		S(1)(2)		2,888	D	$5.2138(3)	754,075	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 $5.17 to $ 5.29 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.

Remarks:

	/s/ Sahasi Jayesh by Charles Rogerson, as Attorney-in-Fact	08/22/2025
	** 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 ONTF insider Sahasi Jayesh report on Form 4?

The filing reports the sale of 2,888 common shares on 08/20/2025 to cover tax withholding from vested RSUs, under a Rule 10b5-1 plan.

Under what plan were the ONTF shares sold?

The shares were sold pursuant to a Rule 10b5-1 trading plan adopted on March 4, 2025.

At what price were the ONTF shares sold?

The weighted-average price was reported as $5.2138 per share, with individual transactions ranging from $5.17 to $5.29.

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

After the reported transaction, the reporting person beneficially owned 754,075 shares.

Why were the ONTF shares sold?

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