[Form 4] ON24, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Blackie James, Chief Revenue Officer of ON24, Inc. (ONTF), reported sales of company common stock under a Rule 10b5-1 trading plan adopted August 29, 2024. The Form 4 shows three separate sales executed on 09/02/2025, 09/03/2025 and 09/04/2025 that together disposed of 9,455 shares to cover tax withholding related to restricted stock unit vesting. The reported weighted-average prices for those grouped sales are $5.6028, $5.4274 and $5.5168, respectively, with disclosed execution price ranges for each group. Beneficial ownership after the transactions is reported as 519,993 shares, then 517,444 shares, then 512,852 shares following the final sale. The Form 4 is signed on behalf of the reporting person by an attorney-in-fact on 09/04/2025.

Positive

• Transactions executed under an established Rule 10b5-1 trading plan, indicating prearranged timing and reduced signaling risk
• Sales explicitly identified as tax-withholding for RSU vesting, clarifying the purpose of the dispositions
• Weighted-average prices and price ranges disclosed with an undertaking to provide per-trade breakdowns on request

Negative

• Net reduction of 9,455 shares in beneficial ownership reported across the three transactions
• Beneficial ownership decreased from 519,993 to 512,852 shares following the final reported sale

Insights

Securities Analyst

TL;DR: Routine insider sales under a pre-established 10b5-1 plan to cover taxes; modest reduction in holdings, no new dilution.

The transactions were executed pursuant to a Rule 10b5-1 plan adopted on August 29, 2024, and are described as sales to satisfy tax-withholding obligations on RSU vesting. Combined sales total 9,455 shares across three dates with weighted-average prices disclosed for each grouped set of trades. The filing documents declining beneficial ownership from 519,993 to 512,852 shares after the final reported sale. Because these sales are identified as tax-covering under an established plan, they represent a routine liquidity action rather than an ad-hoc disposition, and the filing does not disclose any other material changes to compensation arrangements or derivative positions.

Corporate Governance Expert

TL;DR: Governance disclosure appears complete and compliant; transactions are covered by a documented 10b5-1 plan.

The Form 4 includes the Rule 10b5-1 plan indicator and explanatory footnotes specifying that the sales were to cover tax withholding from RSU vesting, and provides weighted-average price ranges for the grouped transactions. The report is signed by an attorney-in-fact and lists the reporting person as an officer (Chief Revenue Officer). There are no amendments or additional arrangements disclosed in this filing. From a governance perspective, the filing contains the standard items required for Section 16 reporting and the explanatory notes clarify execution price ranges upon request.

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.

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)
09/02/2025

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	09/02/2025		S(1)(2)		2,314	D	$5.6028(3)	519,993	D
Common Stock	09/03/2025		S(1)(2)		2,549	D	$5.4274(4)	517,444	D
Common Stock	09/04/2025		S(1)(2)		4,592	D	$5.5168(5)	512,852	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 $5.54 to $ 5.73 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 $5.38 to $ 5.53 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $5.36 to $ 5.55 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 (5) to this Form 4.

Remarks:

	/s/ Blackie James by Charles Rogerson, as Attorney-in-Fact	09/04/2025
	** 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 Blackie James report on Form 4?

The Form 4 reports three sales under a Rule 10b5-1 plan on 09/02/2025, 09/03/2025 and 09/04/2025 disposing of a total of 9,455 shares to cover tax withholding from RSU vesting.

Were the sales by Blackie James preplanned or discretionary?

The filing indicates the sales were made pursuant to a Rule 10b5-1 trading plan adopted August 29, 2024, which denotes preplanned transactions.

How did beneficial ownership change after the reported trades?

Beneficial ownership is reported as 519,993 shares, then 517,444 shares, then 512,852 shares after the final disclosed sale.

What prices were reported for the grouped sales?

The Form 4 lists weighted-average prices of $5.6028, $5.4274, and $5.5168 for the respective grouped transactions, with disclosed price ranges for each group.

Who signed the Form 4 filing for Blackie James?

The Form 4 is signed on behalf of the reporting person by an attorney-in-fact and dated 09/04/2025.