[Form 4] ON24 INC. Insider Trading Activity

Rhea-AI Filing Summary

ON24, Inc. (ONTF) reported an insider transaction by its President and Chief Executive, who is also a Director and 10% Owner. On 10/16/2025, the insider exercised 53,459 stock options at an exercise price of $0.89 per share and sold 32,093 shares of common stock at a weighted average price of $5.4507, with individual sales ranging from $5.32 to $5.61. The sale was made pursuant to a Rule 10b5-1 trading plan adopted on May 14, 2025.

Following these transactions, the insider beneficially owned 3,591,899 shares directly. The underlying options were noted as fully vested and exercisable.

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)
10/16/2025

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	10/16/2025		M		53,459	A	$0.89	3,623,992	D
Common Stock	10/16/2025		S(1)		32,093	D	$5.4507(2)	3,591,899	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
Stock Option (Right to Buy)	$0.89	10/16/2025		M			53,459	(3)	01/04/2026	Common Stock	53,459	$0.00	53,459	D

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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $5.32 to $5.61 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 (2) to this Form 4.

3. The options are fully vested and exercisable.

Remarks:

	/s/ Sharan Sharat by Charles Rogerson, as Attorney-in-Fact	10/20/2025
	** 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?

An insider exercised 53,459 stock options at $0.89 and sold 32,093 shares on 10/16/2025.

What was the sale price in the ON24 (ONTF) insider transaction?

The shares were sold at a weighted average price of $5.4507, within a $5.32–$5.61 range.

How many ON24 (ONTF) shares does the insider own after the transaction?

The insider beneficially owned 3,591,899 shares directly after the reported transactions.

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

Yes. The sale was made pursuant to a Rule 10b5-1 plan adopted on May 14, 2025.

What roles does the reporting person hold at ON24 (ONTF)?

The reporting person is President and Chief Executive, a Director, and a 10% Owner.

What were the key dates for the ON24 (ONTF) insider transactions?

The transactions occurred on 10/16/2025; the 10b5-1 plan was adopted on May 14, 2025.