ONTF CEO Sharan Sharat sold 50,330 shares under 10b5-1 plan

Rhea-AI Filing Summary

Sharan Sharat, President, CEO, Director and 10% owner of ON24, Inc. (ONTF), reported two stock sales under a pre-existing Rule 10b5-1 trading plan. On 09/30/2025 he sold 29,457 shares at a weighted average price in the range of $5.69–$5.825 to cover tax withholding on vesting restricted stock units, leaving 3,591,406 shares beneficially owned after that sale. On 10/01/2025 he sold an additional 20,873 shares at a weighted average price in the range of $5.51–$5.68, leaving 3,570,533 shares beneficially owned after the second sale. The Form 4 states the sales were effected pursuant to a trading plan adopted on 12/12/2024 and that detailed per-price breakdowns are available on request.

Positive

• Sales conducted under a Rule 10b5-1 plan, indicating pre-arranged transactions
• Sales were to cover tax withholding on vested RSUs, a routine compensation-related transaction
• Reporting person retained a large beneficial position of 3,570,533 shares after the transactions
• Weighted-average prices and price ranges disclosed, with offer to provide detailed per-trade breakdowns on request

Negative

• Insider sold a total of 50,330 shares, reducing beneficial ownership from 3,591,406 to 3,570,533
• Sales occurred at mid-single-digit dollar prices ($5.51–$5.825), potentially reflecting current market valuation at the time

Insights

Corporate Governance Analyst

Routine tax-withholding sales under a pre-set plan; insider retains a multi-million share stake.

The filing shows the CEO sold a total of 50,330 shares across 09/30/2025 and 10/01/2025 to satisfy tax withholding on vested restricted stock units. These sales were made under a 10b5-1 trading plan adopted on 12/12/2024, which typically indicates pre-arranged transactions rather than opportunistic market timing.

After the reported trades the reporting person still beneficially owns 3,570,533 shares, which remains a substantial ownership stake disclosed on the Form 4.

Equity Markets Analyst

Small-volume insider sales at mid-$5 range; limited direct market impact.

The sales totaled 50,330 shares at weighted average prices spanning $5.51–$5.825 across multiple executions. The Form 4 explains the first block ranged $5.69–$5.825 and the second $5.51–$5.68, with weighted averages reported as $5.7376 and $5.6047.

The filer offered to provide per-trade price breakdowns on request, which supports transparency about execution prices but the filing itself contains no additional market-timing or event-driven rationale.

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).

1. Name and Address of Reporting Person^*

Sharan Sharat

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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(1)	09/30/2025		S(2)		29,457	D	$5.7376(3)	3,591,406	D
Common Stock(1)	10/01/2025		S(2)		20,873	D	$5.6047(4)	3,570,533	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 the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units.

2. The transaction reported in this Form 4 was effected pursuant to a Rule 10B5-1 trading plan adopted by the reporting person on December 12, 2024.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $5.69 to $5.825 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $5.51 to $5.68 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 (4) to this Form 4.

Remarks:

	/s/ Sharan Sharat by Charles Rogerson, as Attorney-in-Fact	10/02/2025
	** 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 did ON24 insider Sharan Sharat report on this Form 4?

The Form 4 reports that Sharan Sharat sold 29,457 shares on 09/30/2025 and 20,873 shares on 10/01/2025 under a Rule 10b5-1 plan to cover tax withholding, leaving 3,570,533 shares beneficially owned.

Were these sales pre-arranged or discretionary?

The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on 12/12/2024, indicating they were pre-arranged.

What prices were the ONTF shares sold at?

The Form 4 reports weighted average prices of $5.7376 for the 09/30/2025 sales (range $5.69–$5.825) and $5.6047 for the 10/01/2025 sales (range $5.51–$5.68).

Why were the shares sold according to the filing?

The filing explains the shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units.

Does the Form 4 show any other transactions or derivative activity?

No. Table II (derivative securities) contains no entries; only the non-derivative common stock sales are reported.