Form 4: OneStream CEO Thomas Shea Reports Routine Stock Transactions, Including Tax-Related Share Sale

OneStream, Inc. CEO and President Thomas Anthony Shea reported recent stock transactions, including the conversion of Class D to Class A common stock and a non-discretionary sale of shares to cover tax obligations related to restricted stock unit vesting.

Summary

• Thomas Anthony Shea, CEO and President, Director, and 10% Owner of OneStream, Inc. (OS), reported changes in his beneficial ownership.
• On June 10, 2025, Mr. Shea acquired 150 shares of Class A Common Stock through the conversion of Class D Common Stock.
• Following this conversion, his direct beneficial ownership of Class A Common Stock was 506,767 shares, which includes unvested restricted stock units.
• On June 11, 2025, Mr. Shea disposed of 9,913 shares of Class A Common Stock at a price of $28.23 per share.
• This sale was a "sell to cover" transaction, mandated by OneStream's equity incentive plan to satisfy statutory tax withholding obligations related to the vesting of restricted stock units, and was not a discretionary sale.
• After the sale, Mr. Shea's direct beneficial ownership of Class A Common Stock decreased to 496,854 shares.
• Mr. Shea also holds significant indirect beneficial ownership of Class D Common Stock through family trusts: 4,750,002 shares via The Thomas A. Shea 2020 Annuity Trust and 7,525,803 shares via the Shea Family Trust dated December 25, 2019.
• Class D Common Stock is convertible to Class A Common Stock on a 1:1 basis at the holder's election, or automatically upon certain events like transfer, death/incapacity, or the seventh anniversary of the IPO.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The transactions reported are routine for an executive, primarily involving a non-discretionary 'sell to cover' for tax purposes and a conversion of shares, which are standard aspects of executive compensation and share structure management. There are no indications of discretionary sales or acquisitions that would signal strong positive or negative sentiment.

Positives

• The conversion of Class D to Class A common stock indicates a routine exercise of existing rights.
• The "sell to cover" transaction is a standard procedure for tax obligations related to RSU vesting, indicating a normal course of business for executive compensation.

Negatives

• A reduction in direct beneficial ownership of 9,913 shares, although non-discretionary, represents a decrease in the CEO's direct stake.

Future Outlook

NA

Industry Context

This Form 4 filing details routine insider transactions for OneStream, Inc.'s CEO, Thomas Anthony Shea. Such filings are common across all industries for publicly traded companies, reflecting executive compensation structures and compliance with SEC regulations. They do not typically provide insights into broader industry trends but rather specific company-level ownership changes.

Related Party Transactions

• Indirect beneficial ownership of 4,750,002 shares of Class D Common Stock is held by The Thomas A. Shea 2020 Annuity Trust, for which the Reporting Person's spouse serves as trustee. The Reporting Person may be deemed to share voting and dispositive power.
• Indirect beneficial ownership of 7,525,803 shares of Class D Common Stock is held by the Shea Family Trust dated December 25, 2019, for which the Reporting Person's spouse serves as co-trustee. The Reporting Person may be deemed to share voting and dispositive power.
• A transfer of 340,736 shares of Class D Common Stock from The Thomas A. Shea 2020 Annuity Trust to the Reporting Person occurred on February 25, 2025.

Stakeholder Impact

• Shareholders: The routine 'sell to cover' transaction for tax purposes is a common occurrence and generally has minimal impact on the broader shareholder base, as it is not a discretionary sale indicating a change in management's confidence. The conversion of Class D to Class A shares is also a structural change that doesn't inherently impact value.

Key Dates

Keywords

OneStream, OS, Thomas Anthony Shea, SEC Form 4, insider trading, beneficial ownership, Class A Common Stock, Class D Common Stock, restricted stock units, RSU vesting, sell to cover, executive compensation, corporate governance