Form 4: OneStream Inc. Merger Completes, Executive Ownership Changes

OneStream, Inc. has completed its merger, resulting in changes to executive beneficial ownership of securities and stock options.

Summary

• This filing reports changes in beneficial ownership for Scott Leshinski, President of OneStream, Inc., following a merger transaction.
• The merger, effective April 1, 2026, involved OneStream, Inc. becoming a subsidiary of Parent, with Scott Leshinski's equity holdings converted into cash.
• Specifically, Class A Common Stock was cancelled and converted into the right to receive $24.00 per share in cash.
• Restricted Stock Units (RSUs) and stock options were also converted into contingent cash awards based on the merger price, with original vesting terms maintained for unvested awards.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily reports on a completed merger and the resulting changes in beneficial ownership, rather than providing new operational or financial performance data.

Positives

• The merger has been successfully completed, indicating a significant corporate event.
• All outstanding Class A Common Stock, RSUs, and stock options were converted into cash payments, providing liquidity to holders.
• The cash payout of $24.00 per share represents a definitive value for shareholders and option holders.

Negatives

• The filing indicates the cancellation of all Class A Common Stock, RSUs, and stock options, meaning these securities will no longer be outstanding.
• The conversion into cash means that holders of these securities will no longer participate in the future growth of the company as equity holders.

Risks

• The filing does not explicitly mention any risks associated with the merger itself, but the conversion of equity to cash implies a loss of potential upside from future company performance.
• Withholding taxes are applicable to the cash payouts, which will reduce the net amount received by individuals.

Future Outlook

The filing does not contain forward-looking statements or guidance. It reports on a completed transaction.

Industry Context

StockSavvy.ai notes that mergers and acquisitions are common in the software industry as companies seek to consolidate, expand market share, or achieve economies of scale. This transaction signifies a major strategic shift for OneStream, Inc., moving from a publicly traded entity to a subsidiary.

Stakeholder Impact

• Shareholders: Will receive $24.00 per share in cash for their Class A Common Stock.
• Option Holders: Vested options will be cashed out based on the spread over the exercise price. Unvested options will convert to contingent cash awards with original vesting terms.
• RSU Holders: Will receive cash awards based on the $24.00 per share price, with original vesting terms maintained for unvested RSUs.
• Employees: Those holding RSUs or options will experience a change in their compensation structure, with continued vesting terms for unvested awards.
• Creditors: The filing does not directly address the impact on creditors, but the change in corporate structure may have implications.

Next Steps

• The company will now operate as a subsidiary of Parent.
• Holders of Class A Common Stock, RSUs, and stock options will receive cash payments as per the merger agreement.

Key Dates

Keywords

merger, SEC Form 4, beneficial ownership, Scott Leshinski, OneStream Inc., stock options, RSUs, cash conversion, executive compensation