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

OneStream, Inc. has completed its merger, with Chief Revenue Officer Ken Hohenstein reporting changes in beneficial ownership of Class A Common Stock and stock options.

Summary

• This filing reports changes in beneficial ownership for Ken Hohenstein, Chief Revenue Officer of OneStream, Inc., following a merger transaction.
• The merger, effective April 1, 2026, involved multiple entities including OneStream, Inc., its subsidiary OneStream Software LLC, Parent, and various merger subsidiaries.
• As a result of the merger, shares of Class A Common Stock were cancelled and converted into the right to receive $24.00 per share in cash.
• Vested stock options were cancelled and converted into cash payments equal to the difference between the $24.00 per share price and the exercise price.
• Unvested restricted stock units (RSUs) and stock options were cancelled and converted into contingent cash awards, retaining their original vesting terms.
• Common Units were cancelled and converted into cash at $24.00 per share, with corresponding Class C Common Stock receiving $0.0001 per share.
• Hohenstein's beneficial ownership includes shares held directly and indirectly through the Hohenstein Purple Elephant 2019 Irrevocable Grantor Trust and CaitRyan LLC.

Sentiment

Score: 5

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

Positives

• The merger was successfully completed, indicating a significant corporate event for OneStream, Inc.
• Shareholders and option holders are set to receive cash payments, providing immediate value realization.
• The $24.00 per share cash consideration represents a defined value for equity holders.
• Unvested awards will continue to vest under their original terms, providing ongoing incentives for management.

Negatives

• All Class A Common Stock, stock options, and common units were cancelled as part of the transaction, meaning no continued equity ownership in the surviving entity for these holders.
• The filing details the conversion of equity into cash, implying a delisting or significant change in the company's public status.

Risks

• The filing does not explicitly mention any ongoing risks or challenges related to the merger's integration or future operations.
• Potential risks associated with the transition to a private entity or subsidiary status are not detailed.

Future Outlook

The filing does not contain forward-looking statements or guidance. It primarily reports on completed transactions related to a merger.

Management Comments

• The filing is a regulatory disclosure and does not contain direct management comments or opinions.
• Explanations of responses detail the mechanics of the merger and the conversion of various equity instruments.

Industry Context

StockSavvy.ai notes that Form 4 filings are standard disclosures for insider transactions, particularly significant ones like those following a merger. The cash-out structure is typical in acquisition scenarios where a company is taken private or absorbed by another entity.

Stakeholder Impact

• Shareholders of Class A Common Stock will receive $24.00 per share in cash.
• Holders of vested stock options will receive cash payments based on the spread between the $24.00 per share price and their exercise price.
• Holders of unvested RSUs and stock options will receive contingent cash awards that will vest according to original terms.
• Holders of Common Units will receive cash at $24.00 per share.
• Holders of Class C Common Stock will receive $0.0001 per share.

Next Steps

• The merger has been completed, with Class A Common Stock, stock options, and common units converted into cash or contingent cash awards.
• Vesting terms for unvested RSUs and options will continue to apply to the contingent cash awards.

Key Dates

Keywords

SEC Form 4, OneStream Inc., Merger, Beneficial Ownership, Stock Options, RSUs, Ken Hohenstein, Insider Trading, Corporate Governance, Equity Conversion