Form 4: OneStream Inc. Merger Completes, Stockholder Rights Converted to Cash

OneStream, Inc. has completed its merger, with Class A Common Stock and equity awards converted into cash payments for shareholders and option holders.

Summary

• This filing reports on the completion of a merger involving OneStream, Inc. (Issuer), its subsidiary OneStream Software 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 stages: a first merger where Company LLC became a subsidiary of Parent, and a second merger where Issuer became a subsidiary of Parent.
• As a result of the merger, each share of Issuer Class A Common Stock was canceled and converted into the right to receive $24.00 in cash per share, less applicable withholding taxes.
• Restricted Stock Units (RSUs) were also canceled and converted into contingent cash awards equal to the Per Share Price multiplied by the number of shares covered by the RSU, with original vesting terms maintained.
• Vested stock options were canceled and converted into cash payments equal to the difference between the Per Share Price and the exercise price, multiplied by the number of shares subject to the option, less withholding taxes.
• Unvested stock options were converted into contingent cash awards with the same calculation as vested options, and their original vesting terms will continue to apply.

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 equity to cash, which is a procedural event rather than an indicator of operational performance.

Positives

• Shareholders received a cash payout of $24.00 per share for their Class A Common Stock.
• Holders of vested stock options received cash for the intrinsic value of their options.
• Holders of unvested RSUs and stock options will receive cash payments, with original vesting terms preserved, providing continued value realization.

Negatives

• The equity of OneStream, Inc. has been delisted as it is no longer a publicly traded entity.
• Shareholders and option holders no longer have direct ownership in the company, only a right to cash payments.

Risks

• Potential for delays in cash payments due to administrative processes or withholding tax calculations.
• The value of unvested awards is contingent on continued employment and meeting vesting schedules.

Future Outlook

The future outlook for OneStream, Inc. as a standalone public entity is concluded. The company will now operate as a subsidiary of Parent, with its former public equity converted to cash.

Industry Context

StockSavvy.ai notes that this Form 4 filing signifies the completion of a significant M&A event for OneStream, Inc., transitioning it from a public company to a private entity under new ownership. This is a common outcome in the software and technology sector, often driven by strategic acquisitions aimed at consolidation or leveraging growth opportunities.

Stakeholder Impact

• Shareholders: Receive a cash payout for their shares, ending their direct investment in OneStream, Inc.
• Option Holders: Vested options are cashed out, and unvested options convert to contingent cash awards, subject to vesting terms.
• RSU Holders: Unvested RSUs convert to contingent cash awards, subject to vesting terms.
• Employees: Those holding unvested equity awards will continue to vest according to the terms of the merger agreement.
• Creditors: The merger structure implies that existing debt obligations will likely be assumed by the new ownership structure.

Next Steps

• Shareholders and option holders to receive cash payments as per the merger agreement.
• OneStream, Inc. to operate as a subsidiary of Parent.

Key Dates

Keywords

merger, acquisition, OneStream Inc., Form 4, SEC filing, stock options, restricted stock units, cash payout, beneficial ownership, insider trading