Form 4: OneStream Inc. Merger Completes, KKR Entities Report Ownership Changes

KKR entities report significant changes in beneficial ownership of OneStream, Inc. securities following the completion of a merger transaction.

Summary

• This filing is a Form 4, reporting changes in beneficial ownership of securities for KKR entities related to OneStream, Inc.
• The changes stem from a merger agreement dated January 6, 2026, which involved OneStream, Inc., its subsidiary, and various acquisition entities.
• On April 1, 2026, a two-part merger occurred: a subsidiary merged with Company LLC, and then Merger Sub II merged with OneStream, Inc., making OneStream a subsidiary of Parent.
• As a result of the merger, shares of Class D Common Stock of OneStream were cancelled and converted into the right to receive $24.00 per share in cash.
• Common Units of Company LLC were also cancelled and converted into cash payments equal to the $24.00 per share price, with corresponding Class C Common Stock receiving $0.0001 per share.
• Several KKR entities, including KKR NGT (Dream) Blocker Parent L.P., KKR NGT (Dream) Blocker Parent (EEA) L.P., KKR Associates NGT L.P., and KKR Next Gen Tech Growth Limited, are listed as reporting persons.
• These entities collectively held a substantial number of Class D Common Stock and Common Units, which were converted into cash as part of the merger.
• The filing details the indirect beneficial ownership structures through various KKR partnerships and holding entities.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily reports on the completion of a merger and the resulting cash-out of certain equity holdings, rather than indicating new strategic directions or financial performance.

Positives

• The merger transaction was completed, indicating a successful exit or transition for the involved parties.
• Shareholders of Class D Common Stock received a cash payment of $24.00 per share, representing a defined value realization.
• The transaction was executed on the planned date of April 1, 2026, suggesting no significant delays in the merger process.

Negatives

• All Class D Common Stock and Common Units were converted into cash, meaning no ongoing equity ownership for these KKR entities in the merged entity.
• Class C Common Stock received a nominal cash amount of $0.0001 per share, indicating minimal value realization for this class.

Risks

• The filing does not explicitly mention any ongoing risks associated with the merger or the future operations of the combined entity.
• The complex ownership structure described in the footnotes could present challenges in understanding ultimate beneficial ownership and control.

Future Outlook

The filing itself is a historical record of a completed transaction and does not contain forward-looking statements or guidance regarding the future operations of the merged entity.

Industry Context

StockSavvy.ai notes that this Form 4 filing reflects a significant private equity transaction, specifically a merger and acquisition event involving a technology company (OneStream, Inc.) and a major investment firm (KKR). Such filings are typical when control of a public company changes hands or when significant ownership stakes are adjusted due to corporate actions.

Stakeholder Impact

• Shareholders of Class D Common Stock and holders of Common Units received cash payments, realizing their investment.
• Holders of Class C Common Stock received a minimal cash payout.
• The transaction signifies a change in the ownership structure of OneStream, Inc., with it becoming a subsidiary of Parent.

Next Steps

• The KKR entities have completed their reporting obligations related to this transaction.
• OneStream, Inc. has become a subsidiary of Parent following the merger.

Key Dates

Keywords

Form 4, SEC Filing, OneStream Inc., KKR, Merger, Beneficial Ownership, Class D Common Stock, Common Units, Cash Consideration, Acquisition