ON24 (ONTF) EVP Jayesh Sahasi gets 29,560‑share award, sells 21,617

Rhea-AI Filing Summary

ON24 Inc. executive Jayesh Sahasi, Executive Vice President, Product and CTO, reported both a stock sale and an equity award. On March 2, 2026, he executed an open‑market sale of 21,617 shares of common stock at a weighted average price of $8.0114 per share under a pre‑arranged Rule 10b5‑1 trading plan, leaving him with 680,794 shares held directly. A related footnote explains that the shares were sold to cover tax withholding obligations from vesting restricted stock units. Earlier, on February 26, 2026, he acquired 29,560 shares of common stock at $0.00 per share through a stock grant or award, increasing his direct holdings at that time to 702,411 shares.

Insider Trade Summary

Net Seller: 21,617 shares ($173,182)

Net Sell 2 txns

Insider Sahasi Jayesh

Role EV President, Product and CTO

Sold 21,617 shs ($173K)

Type	Security	Shares	Price	Value
Sale	Common Stock	21,617	$8.0114	$173K
Grant/Award	Common Stock	29,560	$0.00	--

Holdings After Transaction: Common Stock — 680,794 shares (Direct)

Footnotes (1)

1. The transactions reported in this Form 4 were effected pursuant to a Rule 10B5-1 trading plan adopted by the reporting person on March 4, 2025. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $8.00 to $8.02, 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Sahasi Jayesh

(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)
	EV President, Product and CTO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		A		29,560	A	$0.00	702,411	D
Common Stock	03/02/2026		S(1)(2)		21,617	D	$8.0114(3)	680,794	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 transactions reported in this Form 4 were effected pursuant to a Rule 10B5-1 trading plan adopted by the reporting person on March 4, 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 $8.00 to $8.02, 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/ Sahasi Jayesh by Charles Rogerson, as Attorney-in-Fact	03/02/2026
	** 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) executive Jayesh Sahasi report?

Jayesh Sahasi reported one stock award and one stock sale. He received 29,560 ON24 common shares as a grant, then sold 21,617 shares in an open‑market transaction executed under a Rule 10b5‑1 trading plan.

How many ON24 (ONTF) shares did Jayesh Sahasi sell and at what price?

He sold 21,617 shares of ON24 common stock. The weighted average sale price was $8.0114 per share, with individual trades executed between $8.00 and $8.02 inclusive, according to the filing’s weighted‑average pricing footnote.

Was the ON24 (ONTF) insider sale by Jayesh Sahasi under a 10b5-1 plan?

Yes. The filing states that the reported transactions were effected under a Rule 10b5‑1 trading plan adopted by Jayesh Sahasi on March 4, 2025, indicating the sale followed a pre‑arranged trading schedule.

Why did ON24 (ONTF) executive Jayesh Sahasi sell some shares?

A footnote explains the sold shares covered tax withholding obligations. The 21,617 ON24 shares were sold to satisfy taxes arising from the vesting of restricted stock units rather than as a discretionary open‑market liquidation.

How many ON24 (ONTF) shares does Jayesh Sahasi hold after these transactions?

After the March 2, 2026 sale, Jayesh Sahasi directly holds 680,794 shares of ON24 common stock. This total reflects his position immediately following the open‑market sale reported in the Form 4 filing.

What stock award did ON24 (ONTF) grant to Jayesh Sahasi?

On February 26, 2026, he acquired 29,560 ON24 common shares at $0.00 per share. The transaction is described as a grant, award, or other acquisition, raising his direct holdings then to 702,411 shares.