OneStream (OS) CEO shifts 17.3M Class D shares via family trusts

Rhea-AI Filing Summary

OneStream, Inc. CEO Thomas Anthony Shea reported large indirect gift transfers of Class D Common Stock tied to Class A shares. Trusts associated with him made bona fide gifts totaling 17,320,860 shares of Class D Common Stock, with no consideration exchanged.

The gifts reflect transfers among family-related trusts, including the 2020 Shea Annuity Trust, the Shea Remainder Trust, and the 2019 Shea Family Trust, as described in the footnotes. After these transactions, Shea continues to hold 4,313,836 shares of Class D Common Stock directly and 11,856,018 shares indirectly, all convertible into Class A Common Stock on a 1:1 basis.

Insider Trade Summary

17,320,860 shares gifted

Mixed 5 txns

Insider Shea Thomas Anthony

Role CEO

Type	Security	Shares	Price	Value
Gift	Class D Common Stock	4,330,215	$0.00	--
Gift	Class D Common Stock	4,330,215	$0.00	--
Gift	Class D Common Stock	4,330,215	$0.00	--
Gift	Class D Common Stock	4,330,215	$0.00	--
holding	Class D Common Stock	--	--	--

Holdings After Transaction: Class D Common Stock — 0 shares (Indirect, See footnote); Class D Common Stock — 4,313,836 shares (Direct)

Footnotes (1)

1. Represents a transfer of Class D Common Stock for no consideration from The Thomas A. Shea 2020 Annuity Trust dated December 23, 2020 (the "2020 Shea Annuity Trust") to the Thomas A Shea Remainder Trust dated December 23, 2020 (the "Shea Remainder Trust"). The Class D Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis. Each outstanding share of Class D Common Stock will automatically convert into one share of Class A Common Stock upon the earlier of (i) any transfer, whether or not for value, except for certain transfers exempted by the Issuer's amended and restated certificate of incorporation, (ii) death or incapacity (if the holder is a natural person), provided that, with respect to the Reporting Person and his permitted transferees, conversion would be deferred for nine months following any such event, and (iii) the first trading day following the seventh anniversary of the Issuer's initial public offering. On March 23, 2026, 419,787 shares of the Issuer's Class D Common Stock registered in the name of the 2020 Shea Annuity Trust were transferred to the Reporting Person. Shares held of record by the 2020 Shea Annuity Trust. The Reporting Person's spouse serves as the trustee for the 2020 Shea Annuity 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 2020 Shea Annuity Trust. Shares held of record by the Shea Remainder Trust. The Reporting Person's spouse serves as the co-trustee for the Shea Remainder 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 Shea Remainder Trust. Represents a transfer of Class D Common Stock for no consideration from the Shea Remainder Trust to the Shea Family Trust dated December 25, 2019 (the "2019 Shea Family Trust"). Shares held of record by 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.

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).

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)
03/24/2026

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)

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

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
Class D Common Stock	$0	03/24/2026		G(1)			4,330,215	(2)	(2)	Class A Common Stock	4,330,215	$0	0(3)	I	See footnote(4)
Class D Common Stock	$0	03/24/2026		G(1)		4,330,215		(2)	(2)	Class A Common Stock	4,330,215	$0	4,330,215	I	See Footnote(5)
Class D Common Stock	$0	03/25/2026		G(6)	V		4,330,215	(2)	(2)	Class A Common Stock	4,330,215	$0	0	I	See footnote(5)
Class D Common Stock	$0	03/25/2026		G(6)	V	4,330,215		(2)	(2)	Class A Common Stock	4,330,215	$0	11,856,018	I	See footnote(7)
Class D Common Stock	$0							(2)	(2)	Class A Common Stock	4,313,836		4,313,836(3)	D

Explanation of Responses:

1. Represents a transfer of Class D Common Stock for no consideration from The Thomas A. Shea 2020 Annuity Trust dated December 23, 2020 (the "2020 Shea Annuity Trust") to the Thomas A Shea Remainder Trust dated December 23, 2020 (the "Shea Remainder Trust").

2. The Class D Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis. Each outstanding share of Class D Common Stock will automatically convert into one share of Class A Common Stock upon the earlier of (i) any transfer, whether or not for value, except for certain transfers exempted by the Issuer's amended and restated certificate of incorporation, (ii) death or incapacity (if the holder is a natural person), provided that, with respect to the Reporting Person and his permitted transferees, conversion would be deferred for nine months following any such event, and (iii) the first trading day following the seventh anniversary of the Issuer's initial public offering.

3. On March 23, 2026, 419,787 shares of the Issuer's Class D Common Stock registered in the name of the 2020 Shea Annuity Trust were transferred to the Reporting Person.

4. Shares held of record by the 2020 Shea Annuity Trust. The Reporting Person's spouse serves as the trustee for the 2020 Shea Annuity 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 2020 Shea Annuity Trust.

5. Shares held of record by the Shea Remainder Trust. The Reporting Person's spouse serves as the co-trustee for the Shea Remainder 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 Shea Remainder Trust.

6. Represents a transfer of Class D Common Stock for no consideration from the Shea Remainder Trust to the Shea Family Trust dated December 25, 2019 (the "2019 Shea Family Trust").

7. Shares held of record by 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.

	/s/ Holly Koczot, attorney-in-fact	03/26/2026
	** 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)

FAQ

What did OneStream (OS) CEO Thomas Anthony Shea report in this Form 4?

He reported large indirect gift transfers of Class D Common Stock. Family-related trusts associated with him made bona fide gifts totaling 17,320,860 shares, with no cash consideration, as part of trust-to-trust movements described in the footnotes.

How many OneStream (OS) shares were transferred as gifts in this filing?

The filing shows bona fide gifts totaling 17,320,860 shares of Class D Common Stock. These were reported as four derivative transactions of 4,330,215 shares each, moved among family-related trusts rather than sold in the open market.

Are the OneStream (OS) Class D shares in this Form 4 convertible?

Yes. The filing notes that each share of Class D Common Stock is convertible into one share of Class A Common Stock. Conversion can occur at the holder’s election or automatically upon certain transfers, events, or after a specified post-initial public offering anniversary.

Does the OneStream (OS) CEO still hold shares after these gift transfers?

Yes. After the reported transactions, he holds 4,313,836 shares of Class D Common Stock directly. He also has 11,856,018 shares indirectly through trusts, according to the reported post-transaction balances and the derivative holdings summary.

Who actually holds the OneStream (OS) shares involved in these gifts?

The shares are held by family-related trusts: the 2020 Shea Annuity Trust, the Shea Remainder Trust, and the 2019 Shea Family Trust. The CEO’s spouse serves as trustee or co-trustee, and he may share voting and dispositive power through these relationships.

Were the OneStream (OS) transactions open-market sales or purchases?

No. The transactions are coded as “G” for bona fide gifts of Class D Common Stock. They represent transfers for no consideration between related trusts, rather than open-market buying or selling activity in OneStream’s stock.