[Form 4] ON24 INC. Insider Trading Activity

Rhea-AI Filing Summary

ON24, Inc. (ONTF) reported an insider transaction by its President, Chief Executive Officer, Director, and 10% owner. On 11/24/2025, the insider exercised a stock option and acquired 53,459 shares of common stock at an exercise price of $0.89 per share. On the same day, the insider sold 32,211 shares of common stock in open-market transactions at a weighted average price of $5.3033 per share, with individual trades ranging from $5.23 to $5.425.

The transactions were made pursuant to a Rule 10b5-1 trading plan adopted on May 14, 2025, which is designed to provide an affirmative defense for pre-arranged trading. After these transactions, the insider beneficially owns 3,613,147 shares of ON24 common stock directly and holds no derivative securities from this option, which is now fully exercised and was 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
Estimated average burden
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)
11/24/2025

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	11/24/2025		M		53,459	A	$0.89	3,645,358	D
Common Stock	11/24/2025		S(1)		32,211	D	$5.3033(2)	3,613,147	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	11/24/2025		M			53,459	(3)	01/04/2026	Common Stock	53,459	$0.00	0.00	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 $5.23 to $5.425 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	11/25/2025
	** 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) report in this Form 4?

The filing reports that a President, Chief Executive Officer, Director, and 10% owner of ON24, Inc. (ONTF) exercised stock options for common shares and sold a portion of those shares in the open market on 11/24/2025.

How many ON24 (ONTF) shares were acquired and at what exercise price?

The insider exercised a stock option and acquired 53,459 shares of ON24 common stock at an exercise price of $0.89 per share.

How many ON24 (ONTF) shares were sold and at what price?

The insider sold 32,211 shares of ON24 common stock at a weighted average price of $5.3033 per share, with individual sale prices ranging from $5.23 to $5.425.

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

Yes. The filing states that the transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 14, 2025.

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

Following the reported transactions, the insider beneficially owns 3,613,147 shares of ON24 common stock directly.

What happened to the ON24 (ONTF) stock options involved in the transaction?

The stock option with an exercise price of $0.89 for 53,459 shares was fully exercised on 11/24/2025, is described as fully vested and exercisable, and the number of derivative securities beneficially owned under that option is now 0.