ON24 (ONTF) CRO Blackie James sells shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

ON24, Inc. reported that Chief Revenue Officer Blackie James sold small amounts of company stock in early December 2025. On December 1, 2025, he sold 11,599 shares of common stock at a weighted average price of $5.6951 per share, and on December 2, 2025, he sold 10,951 shares at a weighted average price of $5.6626 per share. After these transactions, he beneficially owned 478,861 shares of ON24 common stock. The filing explains that the sales were made under a Rule 10b5‑1 trading plan adopted on August 29, 2024 and that the shares were sold to cover tax withholding obligations related to vesting restricted stock units, rather than as open‑market discretionary sales.

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

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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.

301 HOWARD STREET, SUITE 1100

(Street)

SAN FRANCISCO CA 94105

(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)
12/01/2025

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	12/01/2025		S(1)(2)		11,599	D	$5.6951(3)	489,812	D
Common Stock	12/02/2025		S(1)(2)		10,951	D	$5.6626(4)	478,861	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 $5.59 to $ 5.765 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 $5.61 to $ 5.71 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	12/03/2025
	** 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 insider transaction did ON24 (ONTF) disclose in this Form 4?

ON24 disclosed that Chief Revenue Officer Blackie James sold company common stock in two transactions on December 1, 2025 and December 2, 2025, as reported on Form 4.

How many ON24 (ONTF) shares did the executive sell and at what prices?

He sold 11,599 shares of ON24 common stock at a weighted average price of $5.6951 per share on December 1, 2025, and 10,951 shares at a weighted average price of $5.6626 per share on December 2, 2025.

How many ON24 (ONTF) shares does the reporting person own after these transactions?

Following the reported sales, the reporting person beneficially owned 478,861 shares of ON24 common stock.

Why were ON24 (ONTF) shares sold by the executive in this filing?

The filing states that the shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units held by the reporting person.

Were the ON24 (ONTF) insider sales under a Rule 10b5-1 trading plan?

Yes. The transactions were effected under a Rule 10b5‑1 trading plan that the reporting person adopted on August 29, 2024.

Who is the insider named in this ON24 (ONTF) Form 4 and what is their role?

The insider is Blackie James, who is identified as the Chief Revenue Officer of ON24, Inc.