OS Form 144: Koefoed plans 25,000-share sale after $1.8M prior disposals

Rhea-AI Filing Summary

Form 144 discloses that an affiliate of OneStream, Inc. (symbol OS) plans to sell 25,000 Class A shares through Fidelity Brokerage on or about 07/25/2025. At the stated aggregate market value of $625,000, the implied price is roughly $25.00 per share. The shares represent only 0.03 % of the 75,399,202 shares outstanding, indicating a limited potential impact on the public float.

The same insider, William A. Koefoed Jr., has sold an additional 65,855 shares in the preceding three-month period for total gross proceeds of $1.83 million (four transactions on 05/27, 06/11, 06/16 and 06/25 2025). The upcoming sale was acquired via an employee option granted 06/30/2022 and exercised for cash on 07/25/2025.

No adverse non-public information is asserted, and the notice states the filer is unaware of undisclosed material developments. While the sale volume is small relative to total shares, consecutive insider disposals often prompt governance and sentiment scrutiny.

Positive

• Minimal dilution risk: the 25,000 shares equal only 0.03 % of outstanding shares, unlikely to affect supply-demand dynamics.
• Regulatory compliance: timely Form 144 filing enhances transparency and reduces potential legal exposure.

Negative

• Continued insider selling: total of 90,855 shares (prior 65,855 plus planned 25,000) sold/planned within three months may signal weaker insider confidence.
• Potential sentiment drag: repeated sales without disclosed offsetting insider purchases can pressure market perception even if financially immaterial.

Insights

Financial Analyst

TL;DR: Insider plans to sell 25k OS shares (~$625k) after ~$1.8m prior sales; small float impact but signals continued profit-taking.

The filing reveals another planned sale by William A. Koefoed Jr. The 25 k shares equal 0.03 % of shares outstanding—a de-minimis dilution risk. However, cumulative 3-month sales of 65,855 shares suggest a pattern of liquidation ahead of the planned July sale. Investors often interpret repeated insider selling as a modest negative sentiment indicator, especially in the absence of offsetting insider purchases. Because the sale stems from option exercises, tax and diversification motives are plausible, but the filing itself offers no rationale. From a liquidity standpoint, market absorption should be easy given OS’s float size. Overall impact is limited but directionally negative for sentiment.

Corporate Governance Specialist

TL;DR: Sequential Form 144 filings highlight governance transparency yet may raise questions about insider confidence.

Rule 144 requires disclosure of intended affiliate sales, and OneStream has complied. The notice confirms the seller certifies absence of undisclosed material information, mitigating legal risk. The modest 0.03 % stake sold does not threaten control or voting dynamics. Nevertheless, recurring sales within short intervals could attract proxy-advisory attention regarding insider alignment. Shareholders may expect the board to communicate contextual reasons—tax planning, diversification, option expiration—to pre-empt negative interpretations. Impact is mostly perception-based rather than financial.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	25000	625000.00	75399202	07/25/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A	07/25/2025	Option Granted - 06/30/2022	Issuer			25000	07/25/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
William A. Koefoed Jr 191 N. Chester Street Birmingham MI 48009	Class A	05/27/2025	25000	719000.00
William A. Koefoed Jr 191 N. Chester Street Birmingham MI 48009	Class A	06/11/2025	6501	183499.83
William A. Koefoed Jr 191 N. Chester Street Birmingham MI 48009	Class A	06/16/2025	9354	260976.60
William A. Koefoed Jr 191 N. Chester Street Birmingham MI 48009	Class A	06/25/2025	25000	669250.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many OneStream (OS) shares are being sold under this Form 144?

The filing covers 25,000 Class A shares with an estimated value of $625,000.

What percentage of OneStream’s outstanding shares does 25,000 represent?

It represents roughly 0.03 % of the 75,399,202 shares outstanding.

Who is the insider selling OneStream shares?

The seller is William A. Koefoed Jr., as listed in both the current notice and past three-month sales.

How many shares has the insider sold in the last three months?

Prior Form 144 disclosures show 65,855 shares sold between 05/27/2025 and 06/25/2025 for $1.83 million total proceeds.

When is the planned sale date for the 25,000 shares?

The approximate sale date stated is 07/25/2025.

What is the implied sale price per share?

Aggregate value ($625,000) divided by shares (25,000) implies about $25.00 per share.