ON24 (ONTF) CEO Sharan Sharat logs Rule 10b5-1 tax share sale

Rhea-AI Filing Summary

ON24, Inc. President and CEO Sharan Sharat, who is also a director and 10% owner, reported two stock transactions. On February 6, 2026, he acquired 5,326 shares of common stock at $0.00, consistent with restricted stock unit vesting. On February 10, 2026, he sold 2,310 shares of common stock at a weighted average price of $7.9314 per share under a pre-arranged Rule 10b5-1 trading plan, with the sale covering tax withholding obligations. After these transactions, he beneficially owned 3,625,575 shares of ON24 common stock directly.

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

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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).

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)
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		5,326	A	$0.00	3,627,885	D
Common Stock	02/10/2026		S(1)(2)		2,310	D	$7.9314(3)	3,625,575	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 May 14, 2025.

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/ Sharan Sharat 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 transactions did ON24 (ONTF) CEO Sharan Sharat report?

Sharan Sharat reported acquiring 5,326 ON24 common shares on February 6, 2026, at $0.00 and selling 2,310 shares on February 10, 2026, at a weighted average price of $7.9314. After these trades, he held 3,625,575 shares directly.

Why did ON24 (ONTF) CEO Sharan Sharat sell 2,310 shares?

The 2,310 ON24 shares were sold to cover tax withholding obligations related to vesting restricted stock units. This means the sale was tied to paying taxes due on equity compensation rather than a discretionary reduction of his overall ownership position.

Was the ON24 (ONTF) share sale by CEO Sharan Sharat under a Rule 10b5-1 plan?

Yes. The filing states the reported transaction was effected under a Rule 10b5-1 trading plan adopted on May 14, 2025. Such plans pre-schedule trades, helping separate routine liquidity or tax-related sales from opportunistic timing decisions by insiders.

How many ON24 (ONTF) shares does CEO Sharan Sharat own after these transactions?

Following the reported acquisition and sale, Sharan Sharat beneficially owned 3,625,575 ON24 common shares directly. This figure reflects his position after receiving 5,326 shares from restricted stock unit vesting and selling 2,310 shares for tax withholding.

What price did ON24 (ONTF) CEO Sharan Sharat receive for the shares sold?

The filing reports a weighted average sale price of $7.9314 per ON24 share. It notes the 2,310 shares were sold in multiple trades between $7.92 and $7.96, and detailed trade-level information is available to the issuer, investors, or regulators upon request.

What is the significance of the $0.00 price for 5,326 ON24 (ONTF) shares acquired?

The $0.00 price reflects shares received without cash payment, tied to vesting restricted stock units. This indicates equity compensation rather than an open-market purchase, increasing Sharan Sharat’s direct ON24 holdings while simultaneously creating related tax withholding obligations covered by a separate sale.