ON24 (ONTF) CEO gets 125,787-share award, sells 15,679 for taxes

Rhea-AI Filing Summary

ON24 INC. president and chief executive Sharan Sharat reported two transactions in company common stock. On February 26, 2026, he acquired 125,787 shares as a grant at $0.00 per share. On March 2, 2026, he sold 15,679 shares at a weighted-average price of $8.0114 per share to cover tax withholding tied to restricted stock unit vesting, pursuant to a Rule 10b5-1 trading plan. After these moves, he directly owned 3,735,683 shares of ON24 common stock.

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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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^*

Sharan Sharat

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and Chief Executive

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		A		125,787	A	$0.00	3,751,362	D
Common Stock	03/02/2026		S(1)(2)		15,679	D	$8.0114(3)	3,735,683	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 transaction reported in this Form 4 was effected pursuant to a Rule 10B5-1 trading plan adopted by the reporting person on May 14, 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 $8.00 to $8.02 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/ Sharan Sharat by Charles Rogerson, as Attorney-in-Fact	03/02/2026
	** 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 transactions did ON24 (ONTF) report for Sharan Sharat?

ON24 reported that president and CEO Sharan Sharat received a grant of 125,787 common shares and later sold 15,679 shares. The sale was primarily to cover tax withholding obligations associated with vesting restricted stock units.

How many ON24 (ONTF) shares did the CEO sell and at what price?

Sharan Sharat sold 15,679 ON24 common shares at a weighted-average price of $8.0114. The sale occurred in multiple trades between $8.00 and $8.02 per share, as disclosed in the Form 4 filing footnotes.

Was the ON24 (ONTF) CEO’s share sale under a Rule 10b5-1 plan?

Yes. The Form 4 states the reported transaction was effected under a Rule 10b5-1 trading plan adopted by Sharan Sharat on May 14, 2025, indicating a pre-arranged framework for executing the trades.

Why did the ON24 (ONTF) CEO sell 15,679 shares?

The filing explains that the 15,679 shares were sold to satisfy tax withholding obligations arising from the vesting of restricted stock units. This type of sale is commonly used to cover associated tax liabilities.

What stock award did ON24 (ONTF) grant to CEO Sharan Sharat?

ON24 granted Sharan Sharat 125,787 shares of common stock at a reported price of $0.00 per share. The Form 4 classifies this as a grant or award acquisition of non-derivative common stock directly owned by the executive.

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

Following the reported grant and subsequent sale, Sharan Sharat directly owned 3,735,683 ON24 common shares. This figure reflects his direct beneficial ownership after the March 2, 2026 transaction disclosed in the Form 4.