OneStream (NYSE: OS) CEO’s shares and awards converted in $24 cash merger

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

OneStream, Inc. completed a merger under a January 6, 2026 Agreement and Plan of Merger, after which it became a subsidiary of Parent and a privately held company. At the Effective Time, each share of Class A Common Stock was cancelled and converted into the right to receive $24.00 per share in cash, less applicable taxes.

CEO Thomas Anthony Shea’s Common Units, Class D Common Stock, stock options and RSUs were all coded as dispositions to the issuer in connection with this transaction, not open‑market trades. Units and Class C shares were cancelled for cash (including $0.0001 per Class C share), Class D shares were reinvested into equity in the entity that controls Parent, and vested options were cashed out based on the excess of the $24.00 Per Share Price over their exercise prices. Unvested RSUs and options were converted into cash-settled awards that keep their vesting terms, with any unpaid amounts accelerating and paying no later than March 15, 2027 if employment ends other than for cause.

Insider Trade Summary

13 transactions reported

Mixed 13 txns

Insider Shea Thomas Anthony

Role CEO

Type	Security	Shares	Price	Value
Disposition	Common Units	325,232	$0.00	--
Disposition	Class D Common Stock	4,313,836	$0.00	--
Disposition	Class D Common Stock	2,814,351	$0.00	--
Disposition	Class D Common Stock	9,041,667	$0.00	--
Disposition	Stock Option (right to buy)	619,835	$0.00	--
Disposition	Stock Option (right to buy)	504,472	$0.00	--
Disposition	Stock Option (right to buy)	149,979	$0.00	--
Disposition	Stock Option (right to buy)	473,008	$0.00	--
Disposition	Stock Option (right to buy)	435,161	$0.00	--
Disposition	Stock Option (right to buy)	55,795	$0.00	--
Disposition	Stock Option (right to buy)	92,992	$0.00	--
Disposition	Class A Common Stock	80,023	$0.00	--
Disposition	Class A Common Stock	379,963	$0.00	--

Holdings After Transaction: Common Units — 0 shares (Indirect, See footnote); Class D Common Stock — 0 shares (Direct); Class D Common Stock — 0 shares (Indirect, See footnote); Stock Option (right to buy) — 0 shares (Direct); Class A Common Stock — 0 shares (Direct)

Footnotes (1)

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 6, 2026, by and among OneStream, Inc. ("Issuer"), OneStream Software LLC, a subsidiary of Issuer ("Company LLC"), Onward AcquireCo Inc. ("Parent"), Onward Merger Sub 2, LLC ( "Merger Sub I") and Onward Merger Sub, Inc. ("Merger Sub II"), on April 1, 2026, Merger Sub 1 merged with and into Company LLC (the "First Merger"), with Company LLC surviving the First Merger and becoming a subsidiary of Parent, and Merger Sub II merged with and into Issuer (the "Second Merger" and together with the First Merger, the "Mergers"), with Issuer surviving the Second Merger and becoming a subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Mergers (the "Effective Time"), each share of Issuer Class A Common Stock was cancelled and converted into the right to receive $24.00 per share in cash (the "Per Share Price") without interest, less applicable withholding taxes. Represents an equal number of restricted stock units ("RSUs"). At the Effective Time, each unvested RSU award was cancelled and converted into the contingent right to receive a cash award, without interest, equal to the product of (a) the Per Share Price multiplied by (b) the total number of shares of Issuer's Class A Common Stock covered by such RSU award, less applicable withholding taxes. The vesting terms and conditions applicable to the unvested RSU awards as of immediately prior to the Mergers will remain in effect following the Mergers, provided that the vesting and payment of these cash awards to the extent not yet paid will accelerate and be paid upon the earlier of March 15, 2027 or a termination or resignation of the Reporting Person's employment with the Issuer, as a privately held entity, following the Mergers for any reason other than for cause. At the Effective Time, each Common Unit was cancelled and converted into the right to receive an amount in cash, without interest, equal to the Per Share Price, less applicable withholding taxes. Each corresponding share of Class C Common Stock was cancelled and converted into the right to receive $0.0001 in cash, without interest, less applicable withholding taxes. Shares held of record by the TSICU Corp. TSICU Corp. is a subchapter S corporation controlled by the Reporting Person, who has sole voting and dispositive power over the shares held by it. Pursuant to the Merger Agreement, at the Effective Time, each share of Class D Common Stock was cancelled and converted into the right to receive the Per Share Price, without interest, less applicable withholding taxes. Shares held of record by the Shea Family Trust dated December 25, 2019 (the "2019 Shea Family Trust"). The Reporting Person's spouse serves as the co-trustee for the 2019 Shea Family Trust. By virtue of his relationship, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by the 2019 Shea Family Trust. At the Effective Time, the shares of Class D Common Stock were reinvested into Issuer, as a privately held entity following the Mergers, and were exchanged for equity interests in an entity that controls Parent. At the Effective Time, each vested option was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the option multiplied by (b) the excess, if any, of the Per Share Price over the exercise price per share of the option, less applicable withholding taxes. At the Effective Time, each unvested option was cancelled and converted into the contingent right to receive a cash award, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the option multiplied by (b) the excess, if any, of the Per Share Price over the exercise price per share of such option, less applicable withholding taxes. The vesting terms and conditions applicable to the unvested option as of immediately prior to the Mergers will remain in effect following the Mergers, provided that the vesting and payment of these cash awards to the extent not yet paid will accelerate and be paid upon the earlier of March 15, 2027 or a termination or resignation of the Reporting Person's employment with the Issuer, as a privately held entity, following the Mergers for any reason other than for cause.

Key Figures

Per Share Price: $24.00 per share Class C cash amount: $0.0001 per share Disposition transactions: 13 dispositions +4 more

7 metrics

Per Share Price $24.00 per share Cash paid for each share of Class A Common Stock at Effective Time

Class C cash amount $0.0001 per share Cash paid for each Class C Common Stock share at Effective Time

Disposition transactions 13 dispositions All transactions coded D as issuer dispositions on April 1, 2026

Option exercise price band $10.65–$20.00 Exercise prices of cancelled stock options converted to cash awards

Cash award end date March 15, 2027 Latest date for accelerated payment of unvested RSU and option cash awards

Merger agreement date January 6, 2026 Date of Agreement and Plan of Merger governing these conversions

Merger closing date April 1, 2026 Date the mergers became effective and equity was cancelled/converted

Key Terms

Agreement and Plan of Merger, Per Share Price, Effective Time, restricted stock units ("RSUs"), +2 more

6 terms

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 6, 2026..."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Effective Time regulatory

"Pursuant to the Merger Agreement, at the effective time of the Mergers (the "Effective Time"), each share..."

restricted stock units ("RSUs") financial

"Represents an equal number of restricted stock units ("RSUs"). At the Effective Time, each unvested RSU award..."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

vested option financial

"At the Effective Time, each vested option was cancelled and converted into the right to receive an amount in cash..."

cash award financial

"each unvested option was cancelled and converted into the contingent right to receive a cash award, without interest..."

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 07:28 PM

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).

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^*

Shea Thomas Anthony

(Last)

(First)

(Middle)

C/O ONESTREAM, INC.

191 N. CHESTER STREET

(Street)

BIRMINGHAM

MICHIGAN

48009

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
OneStream, Inc. [ OS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/02/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/01/2026		D⁽¹⁾		80,023	D	⁽²⁾	0	D
Class A Common Stock	04/01/2026		D⁽¹⁾		379,963	D	⁽³⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	⁽⁴⁾	04/01/2026		D⁽¹⁾			325,232	⁽⁴⁾	⁽⁴⁾	Class D Common Stock	325,232	⁽⁴⁾	0	I	See footnote⁽⁵⁾
Class D Common Stock	⁽⁶⁾	04/01/2026		D⁽¹⁾			4,313,836	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	4,313,836	⁽⁶⁾	0	D
Class D Common Stock	⁽⁶⁾	04/01/2026		D⁽¹⁾			2,814,351	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	2,814,351	⁽⁶⁾	0	I	See footnote⁽⁷⁾
Class D Common Stock	⁽⁸⁾	04/01/2026		D⁽¹⁾			9,041,667	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	9,041,667	⁽⁸⁾	0	I	See footnote⁽⁷⁾
Stock Option (right to buy)	$10.65	04/01/2026		D⁽¹⁾			619,835	⁽⁹⁾	12/04/2031	Class A Common Stock	619,835	⁽⁹⁾	0	D
Stock Option (right to buy)	$10.65	04/01/2026		D⁽¹⁾			504,472	⁽⁹⁾	03/05/2033	Class A Common Stock	504,472	⁽⁹⁾	0	D
Stock Option (right to buy)	$10.65	04/01/2026		D⁽¹⁾			149,979	⁽¹⁰⁾	03/05/2033	Class A Common Stock	149,979	⁽¹⁰⁾	0	D
Stock Option (right to buy)	$14.51	04/01/2026		D⁽¹⁾			473,008	⁽⁹⁾	03/10/2034	Class A Common Stock	473,008	⁽⁹⁾	0	D
Stock Option (right to buy)	$14.51	04/01/2026		D⁽¹⁾			435,161	⁽¹⁰⁾	03/10/2034	Class A Common Stock	435,161	⁽¹⁰⁾	0	D
Stock Option (right to buy)	$20	04/01/2026		D⁽¹⁾			55,795	⁽⁹⁾	07/22/2034	Class A Common Stock	55,795	⁽⁹⁾	0	D
Stock Option (right to buy)	$20	04/01/2026		D⁽¹⁾			92,992	⁽¹⁰⁾	07/22/2034	Class A Common Stock	92,992	⁽¹⁰⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 6, 2026, by and among OneStream, Inc. ("Issuer"), OneStream Software LLC, a subsidiary of Issuer ("Company LLC"), Onward AcquireCo Inc. ("Parent"), Onward Merger Sub 2, LLC ( "Merger Sub I") and Onward Merger Sub, Inc. ("Merger Sub II"), on April 1, 2026, Merger Sub 1 merged with and into Company LLC (the "First Merger"), with Company LLC surviving the First Merger and becoming a subsidiary of Parent, and Merger Sub II merged with and into Issuer (the "Second Merger" and together with the First Merger, the "Mergers"), with Issuer surviving the Second Merger and becoming a subsidiary of Parent.

2. Pursuant to the Merger Agreement, at the effective time of the Mergers (the "Effective Time"), each share of Issuer Class A Common Stock was cancelled and converted into the right to receive $24.00 per share in cash (the "Per Share Price") without interest, less applicable withholding taxes.

3. Represents an equal number of restricted stock units ("RSUs"). At the Effective Time, each unvested RSU award was cancelled and converted into the contingent right to receive a cash award, without interest, equal to the product of (a) the Per Share Price multiplied by (b) the total number of shares of Issuer's Class A Common Stock covered by such RSU award, less applicable withholding taxes. The vesting terms and conditions applicable to the unvested RSU awards as of immediately prior to the Mergers will remain in effect following the Mergers, provided that the vesting and payment of these cash awards to the extent not yet paid will accelerate and be paid upon the earlier of March 15, 2027 or a termination or resignation of the Reporting Person's employment with the Issuer, as a privately held entity, following the Mergers for any reason other than for cause.

4. At the Effective Time, each Common Unit was cancelled and converted into the right to receive an amount in cash, without interest, equal to the Per Share Price, less applicable withholding taxes. Each corresponding share of Class C Common Stock was cancelled and converted into the right to receive $0.0001 in cash, without interest, less applicable withholding taxes.

5. Shares held of record by the TSICU Corp. TSICU Corp. is a subchapter S corporation controlled by the Reporting Person, who has sole voting and dispositive power over the shares held by it.

6. Pursuant to the Merger Agreement, at the Effective Time, each share of Class D Common Stock was cancelled and converted into the right to receive the Per Share Price, without interest, less applicable withholding taxes.

7. Shares held of record by the Shea Family Trust dated December 25, 2019 (the "2019 Shea Family Trust"). The Reporting Person's spouse serves as the co-trustee for the 2019 Shea Family Trust. By virtue of his relationship, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by the 2019 Shea Family Trust.

8. At the Effective Time, the shares of Class D Common Stock were reinvested into Issuer, as a privately held entity following the Mergers, and were exchanged for equity interests in an entity that controls Parent.

9. At the Effective Time, each vested option was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the option multiplied by (b) the excess, if any, of the Per Share Price over the exercise price per share of the option, less applicable withholding taxes.

10. At the Effective Time, each unvested option was cancelled and converted into the contingent right to receive a cash award, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the option multiplied by (b) the excess, if any, of the Per Share Price over the exercise price per share of such option, less applicable withholding taxes. The vesting terms and conditions applicable to the unvested option as of immediately prior to the Mergers will remain in effect following the Mergers, provided that the vesting and payment of these cash awards to the extent not yet paid will accelerate and be paid upon the earlier of March 15, 2027 or a termination or resignation of the Reporting Person's employment with the Issuer, as a privately held entity, following the Mergers for any reason other than for cause.

Remarks:

This amendment to the Reporting Person's Form 4 filed on April 2, 2026 is being filed solely to update footnotes 3 and 10 to clarify the vesting and payment terms following the Mergers of the cash awards applicable to the unvested RSU and stock option awards held by the Reporting Persons.

	/s/ Holly Koczot, attorney-in-fact	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What happened to OneStream (OS) common shareholders in this merger?

Common shareholders had each Class A share cancelled and converted into the right to receive $24.00 in cash, less taxes. This occurred at the Effective Time of the mergers, when OneStream became a subsidiary of Parent and a privately held entity.

How were CEO Thomas Shea’s OneStream (OS) stock options treated?

Each vested option was cancelled and converted into cash equal to shares times the excess of the $24.00 Per Share Price over its exercise price. Unvested options became cash awards with the same vesting terms, payable by March 15, 2027 or earlier qualifying termination.

What happened to OneStream (OS) restricted stock units (RSUs) held by the CEO?

Unvested RSUs were cancelled and turned into contingent cash awards based on the $24.00 Per Share Price times covered shares, less taxes. They retain existing vesting terms, with payments accelerating by March 15, 2027 or upon certain employment terminations after the mergers.

How were OneStream (OS) Class D and Class C shares handled in the merger?

Each Class D share was cancelled and converted into the right to receive the $24.00 Per Share Price in cash, less taxes. Each corresponding Class C share was cancelled and converted into $0.0001 in cash per share, also subject to applicable withholding taxes.

Did CEO Thomas Shea make any open-market trades in OneStream (OS) stock?

No open-market trades are shown. All reported transactions use code D for dispositions to the issuer, tied to the merger. Shares, units, options and RSUs were cancelled or exchanged for cash or new private equity interests under the merger terms, not sold on the market.

How will the CEO’s unvested cash awards from OneStream (OS) be paid?

Unvested RSU- and option-based cash awards follow the prior vesting schedules, now in cash form. Any remaining unpaid amounts will accelerate and be paid by March 15, 2027 or upon termination or resignation without cause after the mergers.