10-K/A: OneStream Amends 10-K for 2025 Ahead of Hg Acquisition

Sentiment:

Annual Report Amendment 31 March 2026 4:09 PM

OneStream, Inc. filed an amendment to its 2025 Annual Report on Form 10-K, primarily updating corporate governance and executive compensation details in anticipation of its acquisition by affiliates of Hg.

Summary

Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, was filed to update Part III (Items 10-14) and Part IV, Item 15.
The amendment was necessitated by the anticipated completion of mergers and the company's intent not to file a definitive proxy statement for an annual meeting of stockholders within 120 days after December 31, 2025.
OneStream, Inc. entered into an Agreement and Plan of Merger on January 6, 2026, with Onward AcquireCo, Inc. (Parent) and its subsidiaries, all affiliates of Hg.
The mergers involve Merger Sub I merging into OneStream Software LLC and Merger Sub II merging into OneStream, Inc., resulting in OneStream, Inc. becoming a subsidiary of Parent.
Executive compensation for 2025 included base salaries, annual cash bonuses, and long-term equity incentive awards (RSUs) for named executive officers.
Corporate performance goals for the 2025 Executive Bonus Plan, based on Net New ARR (67%) and non-GAAP Operating Margin (33%), were achieved at an aggregate of 88% for the full calendar year 2025.
Significant related party transactions were disclosed, including a lease agreement with an entity owned by the CEO, compensation to family members of executives, and commercial agreements with KKR affiliates.
The Tax Receivable Agreement (TRA) was amended on January 6, 2026, to terminate automatically upon the consummation of the Mergers, with no payments to be made under the TRA in connection with the Mergers.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, primarily due to the impending acquisition by Hg, which typically offers a premium to shareholders. The administrative nature of the amendment and the disclosed executive compensation details are largely as expected, reflecting standard corporate practices and performance within the context of the announced merger.

Positives

The company achieved 88% of its corporate performance goals for the full calendar year 2025 under the Executive 2025 Bonus Plan.
Mr. Hohenstein's sales commission plan achieved approximately 91% of the target amount for 2025.
The board of directors consists of nine members, with seven deemed independent under Nasdaq listing standards, indicating strong independent oversight.
The company has adopted robust corporate governance policies, including an insider trading policy and a clawback policy for executive compensation, enhancing accountability.

Negatives

The company will not file a definitive proxy statement for an annual meeting of stockholders within 120 days after December 31, 2025, due to the anticipated completion of the Mergers, which is an administrative consequence of the acquisition.
If the Merger Agreement is terminated and the Mergers are not completed, the company might incur a Tax Receivable Agreement (TRA) liability from prior exchanges or redemptions, which could be substantial.
Payments under the TRA, if applicable, could negatively impact liquidity and potentially require debt financing, with no assurance of financing availability.

Risks

The potential for a substantial Tax Receivable Agreement (TRA) liability if the Mergers are not completed, which could negatively impact liquidity and cash flow.
The risk that tax reporting positions related to the TRA could be challenged by taxing authorities, potentially leading to cash payments greater than actual tax savings, as the company will not be reimbursed for excess payments.
The company is a 'controlled company' by KKR, which holds significant voting power and director nomination rights, potentially limiting the influence of other shareholders.
The complexity and factual nature of U.S. federal income tax rules mean there is no assurance that the IRS or a court will agree with the company's tax reporting positions.

Future Outlook

The company anticipates the completion of the Mergers with affiliates of Hg. The Tax Receivable Agreement (TRA) will terminate upon the consummation of these Mergers, eliminating future TRA payment obligations related to the acquisition. However, if the Merger Agreement is terminated and the Mergers are not completed, the company might incur a TRA liability from prior exchanges or redemptions.

Management Comments

Our executive compensation programs are intended to be competitive, reward achievement of business objectives, and align our named executive officers interests with the interests of our shareholders.
We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices.
We believe that the personal safety and security of our chief executive officer are of utmost importance to us and our stockholders.

Industry Context

StockSavvy.ai notes that the acquisition by Hg, a leading investor in software, services, and data businesses, signals continued private equity interest and consolidation within the enterprise software (SaaS) sector. This trend often reflects a desire to leverage established platforms for further growth, optimize operations away from public market scrutiny, or capitalize on specific technological capabilities like AI and operational analytics, areas where OneStream has focused.

Comparison to Industry Standards

The executive compensation structure, emphasizing variable compensation tied to financial and operational results (Net New ARR, non-GAAP Operating Margin) and long-term equity awards, aligns with common practices in the SaaS industry for attracting and retaining executive talent.
The use of a compensation peer group including companies like Asana, DigitalOcean Holdings, Elastic N.V., GitLab, and Workiva indicates a focus on competitive benchmarking within the high-growth software and cloud services sector.
The adoption of an executive compensation clawback policy in compliance with Dodd-Frank and Nasdaq requirements demonstrates adherence to evolving corporate governance standards, comparable to best practices among publicly traded companies.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
President	Thomas Shea	Scott Leshinski	January 1, 2026	Board approval; Mr. Shea transitioned out of the President role.
Chief Financial Officer	William Koefoed	John Kinzer	January 1, 2026	Mr. Koefoed's resignation and board approval.
Chief Success Officer	NA	Craig Colby	May 1, 2025	Transition from President role.
Executive Officer	NA	Ken Hohenstein	May 1, 2025	Board approval.
Strategic Advisor	NA	John Kinzer	December 2, 2025	Appointment in anticipation of interim CFO role.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Committee Membership Change	John Kinzer ceased serving as chairperson and member of the audit committee and as a member of the compensation, nominating and governance committee.	December 2, 2025	Reflects changes in director roles and responsibilities, likely due to his upcoming interim CFO appointment.
Committee Membership Change	Baskar Sridharan joined the audit committee.	December 2, 2025	Strengthens audit committee with new independent director expertise.
Committee Membership Change	Kara Wilson joined the compensation, nominating and governance committee.	December 2, 2025	Adds experienced director to compensation and governance oversight.
Policy Adoption	Executive compensation clawback policy adopted in compliance with Dodd-Frank and Nasdaq requirements.	NA	Enhances corporate accountability and aligns executive incentives with financial integrity, reducing risk of misconduct.
Equity Plan Share Increase	Shares authorized for issuance under the 2024 Equity Incentive Plan automatically increased by 12,260,964 shares.	January 1, 2026	Provides additional capacity for future equity awards, supporting employee retention and incentive programs.
Equity Plan Share Increase	Shares authorized for issuance under the Amended and Restated 2024 Employee Stock Purchase Plan (ESPP) automatically increased by 2,452,192 shares.	January 1, 2026	Expands employee stock purchase opportunities, fostering broader employee ownership and alignment with company performance.

Related Party Transactions

Lease agreement with an entity owned by Thomas Shea (CEO) for office space in Rochester, Michigan, with $144,000 paid in rent in 2025.
Release of $500,000 to DataSense Holding LLC in August 2025, related to the May 2024 acquisition of DataSense LLC, where Andrew Shea (CEO's son) was a founder and minority equity holder.
Compensation paid to Robert Powers (CTO and >5% Class D stockholder) totaling $1,576,610 in 2025.
Compensation paid to Nicole Belanger (VP Global Marketing, sister-in-law of Robert Powers) totaling $540,921 in 2025.
Compensation paid to Ryan Powers (Principal Software Engineer, son of Robert Powers) totaling $284,068 in 2025.
Compensation paid to Kyle Powers (Senior Software Engineer, son of Robert Powers) totaling $163,404 in 2025.
Compensation paid to Andrew Shea (EVP, AI & Operational Analytics, Engineering, son of Thomas Shea) totaling $2,381,591 in 2025.
Compensation paid to Peter Blake (Senior Consultant, son-in-law of Thomas Shea) totaling $136,966 in 2025 (until December 2025).
Compensation paid to Olivia Welsh (AI Solutions Consultant, daughter of David Welsh, lead independent director) totaling $242,599 in 2025 (until January 2026).
Revenue of approximately $3.8 million recognized in 2025 from commercial agreements with certain affiliates of KKR.
Expenses of approximately $130,000 incurred in 2025 for public relations advisement and related services from FGS Global (US) LLC, a portfolio company of KKR.

Stakeholder Impact

Shareholders: The impending merger with Hg affiliates is expected to result in a change of control, likely through an acquisition at a specific price, impacting current shareholders' investment. The termination of the TRA upon merger completion removes a potential future liability for OneStream, Inc.
Employees: Executive compensation programs are designed to attract, retain, motivate, and reward a talented team. Changes in executive roles and the appointment of new officers may affect organizational structure and morale. Equity incentive plans and ESPP provide opportunities for employee ownership.
Management: Executive officers' compensation is tied to corporate performance goals, aligning their interests with company objectives. The severance policy provides protection in case of termination or change in control.
Creditors: The potential for substantial TRA payments if the merger fails could impact the company's liquidity and ability to service debt.
Customers: Commercial agreements with KKR affiliates indicate ongoing business relationships. The merger could lead to changes in product strategy or service delivery depending on Hg's integration plans.

Next Steps

Consummation of the Mergers with Onward AcquireCo, Inc. and its affiliates.
Termination of the Tax Receivable Agreement upon completion of the Mergers.
William Koefoed will continue in an advisory capacity until April 1, 2026.

Key Dates

Date	Description
2012	OneStream, Inc. inception.
March 2019	David Welsh and General (Ret.) David H. Petraeus joined the board of directors.
May 2019	Michael Burkland joined the board of directors.
February 2020	Bradley Brown joined the board of directors.
July 2020	Kara Wilson and Jonathan Mariner joined the board of directors.
July 23, 2024	Amended LLC Agreement, Tax Receivable Agreement, Registration Rights Agreement, and Stockholders Agreement became effective.
July 24, 2024	Outside Director Compensation Policy adopted by the board of directors.
July 25, 2024	Initial Public Offering (IPO) of OneStream, Inc. completed.
October 2024	Compensation, nominating and governance committee reviewed base salaries of named executive officers.
November 18, 2024	Secondary Offering initially completed.
November 27, 2024	Underwriters exercised option to purchase additional shares of Class A common stock in full.
February 17, 2025	First offering period under the Amended and Restated 2024 Employee Stock Purchase Plan (ESPP) commenced.
April 3, 2025	Board approved Craig Colby's transition from President to Chief Success Officer, effective May 1, 2025. Thomas Shea assumed the role of President until January 1, 2026. Ken Hohenstein's appointment as an executive officer was approved, effective May 1, 2025.
May 1, 2025	Craig Colby's transition to Chief Success Officer became effective. Ken Hohenstein's appointment as an executive officer became effective.
June 30, 2025	Aggregate market value of voting and non-voting common equity held by non-affiliates was approximately $2.5 billion, based on a closing price of $28.30 per share.
July 2025	Compensation, nominating and governance committee reviewed achievement of corporate performance goals for the first six-month period of 2025.
August 2025	Board approved on-target achievement of corporate performance goals for Mr. Shea for the first six-month period of 2025. $500,000 was released to DataSense Holding LLC as the remaining portion of cash consideration for the May 2024 acquisition.
October 2025	Baskar Sridharan joined the board of directors. David Welsh ceased serving on the board of directors of Five9, Inc.
November 17, 2025	Purchase of shares of Class A common stock at a discount from market price as part of the ESPP.
November 25, 2025	William Koefoed notified the board of his resignation as Chief Financial Officer, effective December 31, 2025.
November 30, 2025	Board approved John Kinzer's appointment as interim Chief Financial Officer, effective January 1, 2026. Board approved Scott Leshinski's appointment as President, effective January 1, 2026.
December 1, 2025	John Kinzer was granted 94,607 RSUs in connection with him commencing service as a strategic advisor and interim CFO.
December 2, 2025	John Kinzer commenced service as strategic advisor. Kara Wilson joined the compensation, nominating and governance committee. Baskar Sridharan joined the audit committee. John Kinzer ceased serving as chairperson and member of the audit committee and as a member of the compensation, nominating and governance committee.
December 31, 2025	Fiscal year ended. William Koefoed's resignation as Chief Financial Officer became effective. Closing price of Class A common stock was $18.38 per share.
January 1, 2026	John Kinzer commenced service as interim Chief Financial Officer. Scott Leshinski commenced service as President. Thomas Shea ceased serving as President. The number of shares authorized for issuance under the 2024 Equity Incentive Plan automatically increased by 12,260,964 shares. The number of shares authorized for issuance under the ESPP automatically increased by 2,452,192 shares.
January 6, 2026	Agreement and Plan of Merger entered into with Onward AcquireCo, Inc. and its subsidiaries. Amendment No. 1 to the Tax Receivable Agreement entered into, providing for its termination upon consummation of the Mergers.
January 2026	Compensation, nominating and governance committee reviewed achievement of corporate performance goals for calendar year 2025. Olivia Welsh ceased serving as AI Solutions Consultant.
February 2026	Board approved achievement of corporate performance goals for Mr. Shea at an aggregate of 88% for calendar year 2025.
March 2026	Bonus payments under the Executive 2025 Bonus Plan, equal to approximately 49% of each named executive officer's annual target bonus, were paid.
March 24, 2026	Outstanding shares: 101,525,463 Class A common stock, 55,694,730 Class C common stock, and 90,341,058 Class D common stock. KKR beneficially owned approximately 38.2% of outstanding common stock.
March 31, 2026	Date of this Amendment No. 1 filing.
April 1, 2026	William Koefoed's advisory capacity to the company is scheduled to end.

Recommendation

hold

The filing is an administrative amendment related to an already announced merger agreement with Hg affiliates. While it provides detailed insights into executive compensation and corporate governance for 2025, it does not present new operational or financial performance data that would significantly alter the investment thesis beyond the known merger terms. Investors should 'hold' as the company transitions towards the anticipated acquisition, with the primary value driver being the agreed-upon merger price rather than ongoing operational performance.

Keywords

OneStream, 10-K/A, SEC Filing, Merger Agreement, Hg Acquisition, Executive Compensation, Corporate Governance, Related Party Transactions, Tax Receivable Agreement, Financial Reporting, Software-as-a-Service, SaaS

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