4/A: OneStream, Inc. Merger Completes, Executive Ownership Changes

OneStream, Inc. has completed its merger, with CEO Thomas Anthony Shea's beneficial ownership of various stock classes and options converted into cash payouts.

Summary

• This filing details the completion of a merger involving OneStream, Inc., its subsidiary Company LLC, and acquiring entities Onward AcquireCo Inc., Onward Merger Sub 2, LLC, and Onward Merger Sub, Inc.
• The merger, effective April 1, 2026, involved two main steps: a merger of Merger Sub I with Company LLC, and a merger of Merger Sub II with OneStream, Inc.
• As a result of the merger, all outstanding shares of OneStream's Class A Common Stock were cancelled and converted into the right to receive $24.00 per share in cash.
• Restricted Stock Units (RSUs) and stock options held by Thomas Anthony Shea were also converted into cash awards, with specific terms for vesting and payment outlined.
• The filing also clarifies beneficial ownership of various stock classes (Class A, Class D) and common units, some of which are held through trusts or corporations controlled by Mr. Shea.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily reports on the completion of a merger and the conversion of ownership interests, rather than new operational or financial performance data.

Positives

• Completion of the merger provides a clear cash payout of $24.00 per share for Class A Common Stock holders.
• Vested stock options were converted into cash, representing the spread between the exercise price and the $24.00 per share merger price.
• Unvested RSUs and stock options will result in contingent cash awards, with accelerated vesting and payment under certain conditions.

Negatives

• All outstanding Class A Common Stock was cancelled and converted to cash, indicating the end of public trading for OneStream, Inc.
• The conversion of RSUs and stock options into cash means that the potential for future equity appreciation for these awards is eliminated.
• The filing indicates that Class C Common Stock was converted to $0.0001 per share in cash, representing a minimal value.

Risks

• The vesting and payment of cash awards for unvested RSUs and stock options are subject to acceleration upon termination or resignation of employment for reasons other than cause, which could lead to earlier than expected cash payouts.
• The merger itself introduces complexities and potential integration challenges for the newly formed private entity.

Future Outlook

The filing indicates that following the merger, OneStream, Inc. will operate as a privately held entity. Vesting and payment of cash awards for unvested RSUs and stock options will accelerate and be paid upon the earlier of March 15, 2027, or a termination or resignation of employment for reasons other than cause.

Management Comments

• 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.

Industry Context

StockSavvy.ai notes that this Form 4 filing is typical for a company undergoing a significant transaction like a merger or acquisition, detailing the changes in beneficial ownership for key insiders as their equity holdings are converted into cash or other securities.

Related Party Transactions

• Shares held of record by TSICU Corp., a subchapter S corporation controlled by the Reporting Person (Thomas Anthony Shea), who has sole voting and dispositive power.
• Shares held of record by the Shea Family Trust dated December 25, 2019, where the Reporting Person's spouse is co-trustee, and the Reporting Person may share voting and dispositive power.

Stakeholder Impact

• Shareholders of Class A Common Stock will receive $24.00 per share in cash.
• Holders of RSUs and stock options will receive cash awards based on the merger terms.
• Employees, particularly Thomas Anthony Shea, will have their equity awards converted to cash, with specific vesting and payment acceleration clauses.
• Creditors and suppliers are not directly impacted by this ownership change filing, but the company's transition to private status may influence future financial arrangements.

Next Steps

• The merger has been completed, and OneStream, Inc. is now a privately held entity.
• Cash awards related to unvested RSUs and stock options will be paid out according to the terms outlined, potentially accelerating based on employment status.

Key Dates

Keywords

OneStream, Inc., Merger, Form 4, SEC Filing, Thomas Anthony Shea, Beneficial Ownership, Class A Common Stock, Restricted Stock Units, Stock Options, Cash Payout, Insider Trading