[Form 4] ON24, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing overview: ON24, Inc. (ticker: ONTF) reported a change in beneficial ownership for non-employee director Anil Arora. On 06/20/2025, Mr. Arora received 31,855 shares of common stock through a restricted stock unit (RSU) grant at an exercise price of $0.00. Following the transaction, his total direct holdings increased to 157,903 shares.

Key vesting terms: The RSUs vest in full on the earlier of (i) the date of ON24’s next annual shareholder meeting (or immediately prior to that meeting if the director’s service ends due to non-re-election) or (ii) the first anniversary of the grant date. No derivative securities were reported, and no sales occurred.

Implications for investors: This is a routine equity compensation grant that aligns director incentives with shareholder value creation. The filing neither signals operational performance nor changes the company’s capital structure. As such, it is considered administratively important but not materially impactful to the investment thesis.

Insights

Securities Analyst

TL;DR: Routine director RSU grant; neutral impact on ONTF valuation.

The 31,855-share RSU award to Director Anil Arora is standard corporate governance practice for public companies of ON24’s size. The grant represents roughly 0.7% of the company’s 45 million shares outstanding, an immaterial dilution. No open-market purchase or sale occurred, so the transaction does not reflect insider sentiment on valuation. Vesting aligns with the next annual meeting, reinforcing board retention. Overall, the filing is informational and should not affect share price dynamics.

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).

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^*

Arora Anil

(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)

X	Director		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	157,903	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. 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.

Remarks:

	/s/ Arora Anil by Charles Rogerson, as Attorney-in-Fact	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 Director Anil Arora receive in the Form 4 filing?

He received 31,855 restricted stock units, each convertible into one share of ONTF common stock.

What is the vesting schedule for the 31,855 RSUs granted to Anil Arora?

The RSUs vest on the earlier of the next annual meeting date or the first anniversary of the 06/20/2025 grant.

What is Anil Arora’s total ONTF share ownership after this transaction?

After the grant, Mr. Arora directly owns 157,903 ONTF shares.

Did the Form 4 disclose any stock sales or purchases by Anil Arora?

No. The filing only reports an RSU grant; no open-market sales or purchases were made.