Form 4: KKR Entities Report Ownership Changes in OneStream

Several KKR-affiliated entities have reported changes in beneficial ownership of OneStream, Inc. securities following a merger transaction.

Summary

• This filing details changes in beneficial ownership of OneStream, Inc. (OS) securities by various KKR-affiliated entities.
• The changes are a result of a merger transaction that occurred on April 1, 2026, involving OneStream, Inc., its subsidiary, and acquiring entities.
• Specifically, Class D Common Stock and Common Units of OneStream entities were converted into cash payments of $24.00 per share for Class D Common Stock and a cash amount equal to $24.00 per Common Unit, with Class C Common Stock receiving $0.0001 per share.
• Multiple KKR entities, including KKR TFO Partners L.P., KKR Associates TFO L.P., KKR TFO GP Ltd, KKR Custom Equity Opportunities Fund L.P., and others, are listed as reporting persons.
• These entities collectively hold significant amounts of Class D Common Stock and Common Units, which have been converted as part of the merger.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it primarily reports on a completed merger transaction and the conversion of securities into cash, rather than indicating new financial performance or strategic shifts.

Positives

• The merger transaction provides a cash exit of $24.00 per share for Class D Common Stock holders, representing a realized value for these securities.
• The filing indicates a completed transaction, suggesting a resolution for the ownership stakes held by KKR entities in OneStream.

Negatives

• Class C Common Stock holders received a nominal cash amount of $0.0001 per share, indicating minimal or no value realization for this class of stock.
• The transaction involves the conversion of securities into cash, implying that the KKR entities will no longer hold equity in OneStream post-merger.

Risks

• The filing does not explicitly detail risks associated with the merger itself, but the conversion of equity to cash could represent a missed opportunity for future upside if OneStream's value increases significantly post-merger.
• The disclaimer of beneficial ownership, except to the extent of pecuniary interest, suggests a complex ownership structure that could obscure ultimate beneficial owners.

Future Outlook

The filing primarily reports on a completed transaction and does not contain forward-looking statements or guidance regarding future performance of OneStream, Inc. or the KKR entities.

Management Comments

• Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
• The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons were the beneficial owners of any securities reported herein.

Industry Context

StockSavvy.ai notes that this Form 4 filing by KKR entities reflects a common outcome in private equity transactions where portfolio companies are acquired or merged, leading to the conversion of equity holdings into cash for the investors.

Stakeholder Impact

• Shareholders of Class D Common Stock: Benefited from a cash payout of $24.00 per share.
• Holders of Common Units: Received a cash payout equivalent to $24.00 per unit.
• Shareholders of Class C Common Stock: Received a nominal cash payout of $0.0001 per share, indicating minimal value realization.
• KKR Entities: Realized cash proceeds from their investment in OneStream, Inc.
• OneStream, Inc. (Post-Merger): Now operates as a subsidiary of Parent, with its previous equity structure dissolved.

Next Steps

• The KKR entities have completed their divestment from OneStream, Inc. through the merger.
• Further filings may be required depending on any residual involvement or reporting obligations.

Key Dates

Keywords

OneStream Inc, KKR, Form 4, SEC Filing, Beneficial Ownership, Merger, Class D Common Stock, Common Units, Securities Transaction, Ownership Change