ON24 (ONTF) CRO Blackie James logs 240-share sale under 10b5-1 plan

Rhea-AI Filing Summary

ON24 Inc. Chief Revenue Officer Blackie James reported routine equity transactions in company stock. On 02/06/2026, James acquired 551 shares of common stock at $0.00 per share, increasing his directly held position to 479,412 shares.

On 02/10/2026, he sold 240 shares of common stock at a weighted average price of $7.9314 per share under a Rule 10b5-1 trading plan adopted on August 29, 2024. The sale was to cover tax withholding on restricted stock unit vesting, and James directly owned 479,172 shares after these transactions.

Insights

Insider transactions and equity compensation analyst

Routine ON24 CRO Form 4 shows RSU vesting and small tax-related sale.

The filing shows ON24’s Chief Revenue Officer, Blackie James, receiving 551 common shares on 02/06/2026 at $0.00, which aligns with equity awards such as restricted stock units vesting. This increased his directly held stake to 479,412 shares at that time.

On 02/10/2026, James sold 240 shares at a weighted average price of $7.9314 per share under a pre-established Rule 10b5-1 trading plan. A footnote states the sale covered tax withholding from RSU vesting, indicating an administrative transaction rather than a discretionary portfolio shift.

The plan was adopted on August 29, 2024, which helps separate trading decisions from later information. After the sale, James directly owned 479,172 ON24 shares. Overall, these movements appear consistent with standard executive equity compensation and tax-management practices.

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^*

Blackie James

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		A		551	A	$0.00	479,412	D
Common Stock	02/10/2026		S(1)(2)		240	D	$7.9314(3)	479,172	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 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 $7.92 to $7.96, 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/ Blackie James by Charles Rogerson, as Attorney-in-Fact	02/10/2026
	** 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 transaction did ON24 (ONTF) report for Blackie James?

ON24 reported that Chief Revenue Officer Blackie James acquired 551 common shares on February 6, 2026, at $0.00 per share, then sold 240 shares on February 10, 2026, at a weighted average price of $7.9314, leaving him with 479,172 directly owned shares.

Why did ON24 CRO Blackie James sell 240 shares according to the Form 4?

The Form 4 states the 240 shares sold on February 10, 2026, represented shares sold to cover tax withholding obligations related to the vesting of restricted stock units, making this primarily a tax-management transaction rather than a discretionary sale of ON24 common stock.

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

Yes. A footnote explains the February 10, 2026, sale at a weighted average price of $7.9314 per share was executed under a Rule 10b5-1 trading plan that Blackie James adopted on August 29, 2024, helping pre-schedule transactions independent of later insider information.

How many ON24 shares does Blackie James own after the reported transactions?

After the February 6, 2026, share acquisition and the February 10, 2026, tax-related sale, the Form 4 reports that Chief Revenue Officer Blackie James directly owns 479,172 shares of ON24 common stock, reflecting his updated beneficial ownership position following these equity compensation events.

What prices were involved in Blackie James’s ON24 Form 4 transactions?

The Form 4 shows 551 ON24 common shares acquired at $0.00 per share on February 6, 2026, and 240 shares sold at a weighted average price of $7.9314 on February 10, 2026. The sale price reflects multiple trades between $7.92 and $7.96 per share.