OneStream (OS) CRO has options, RSUs and shares cashed out at $24
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
OneStream, Inc.’s Chief Revenue Officer Ken Hohenstein reported issuer dispositions of his equity interests tied to the company’s go-private merger. All reported Class A Common Stock, options, RSUs and Common Units were cancelled at the merger’s Effective Time and converted into cash rights.
Pursuant to the merger agreement, each share of Class A Common Stock was cancelled and converted into the right to receive $24.00 per share in cash, less taxes. Vested and unvested options and RSUs were similarly cancelled and converted into cash-based awards using the $24.00 per share price and their existing vesting terms.
The filing also shows indirect holdings through CaitRyan LLC and the Hohenstein Purple Elephant 2019 Irrevocable Grantor Trust, over which Hohenstein may be deemed to have voting and dispositive power. After these transactions, the Form 4 shows no remaining shares or options for the reported positions.
Positive
- None.
Negative
- None.
Insider Trade Summary
11 transactions reported
Mixed
11 txns
Insider
Hohenstein Ken
Role
Chief Revenue Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 6 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 11,974 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 116,534 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 119,752 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 220,570 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 59,927 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 99,879 | $0.00 | -- |
| Disposition | Common Units | 464,002 | $0.00 | -- |
| Disposition | Class A Common Stock | 821,198 | $0.00 | -- |
| Disposition | Class A Common Stock | 209,373 | $0.00 | -- |
| Disposition | Class A Common Stock | 790,279 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct);
Common Units — 0 shares (Indirect, CaitRyan LLC);
Class A Common Stock — 0 shares (Direct);
Class A Common Stock — 0 shares (Indirect, See Footnote)
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 6, 2026, by and among OneStream, Inc. ("Issuer"), OneStream Software LLC, a subsidiary of Issuer ("Company LLC"), Onward AcquireCo Inc. ("Parent"), Onward Merger Sub 2, LLC ( "Merger Sub I") and Onward Merger Sub, Inc. ("Merger Sub II"), on April 1, 2026, Merger Sub 1 merged with and into Company LLC (the "First Merger"), with Company LLC surviving the First Merger and becoming a subsidiary of Parent, and Merger Sub II merged with and into Issuer (the "Second Merger" and together with the First Merger, the "Mergers"), with Issuer surviving the Second Merger and becoming a subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Mergers (the "Effective Time"), each share of Issuer Class A Common Stock was cancelled and converted into the right to receive $24.00 per share in cash (the "Per Share Price"), without interest, less applicable withholding taxes. Represents an equal number of restricted stock units ("RSUs"). At the Effective Time, each unvested RSU award was cancelled and converted into the contingent right to receive a cash award, without interest, equal to the product of (a) the Per Share Price multiplied by (b) the total number of shares of Issuer's Class A Common Stock covered by such RSU award, less applicable withholding taxes. The vesting terms and conditions applicable to the unvested RSU awards as of immediately prior to the Mergers will remain in effect following the Mergers. Shares held by the Hohenstein Purple Elephant 2019 Irrevocable Grantor Trust (the "Hohenstein Purple Elephant Trust"). The Reporting Person may be deemed to have voting and dispositive power over the shares held by the Hohenstein Purple Elephant Trust. At the Effective Time, each vested option was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the option multiplied by (b) the excess, if any, of the Per Share Price over the exercise price per share of such option, less applicable withholding taxes. At the Effective Time, each unvested option was cancelled and converted into the contingent right to receive a cash award, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the option multiplied by (b) the excess, if any, of the Per Share Price over the exercise price per share of such option, less applicable withholding taxes. The vesting terms and conditions applicable to the unvested option as of immediately prior to the Mergers will remain in effect following the Mergers. At the Effective Time, each Common Unit was cancelled and converted into the right to receive an amount in cash, without interest, equal to the Per Share Price, less applicable withholding taxes. Each corresponding share of Class C Common Stock was cancelled and converted into the right to receive $0.0001 in cash, without interest, less applicable withholding taxes. The Reporting Person may be deemed to have voting and dispositive power over the shares held by CaitRyan LLC and the Hohenstein Purple Elephant 2019 Irrevocable Grantor Trust.
Key Figures
Per Share Price: $24.00 per share
Direct Class A shares disposed: 821,198 shares
Additional direct Class A shares disposed: 209,373 shares
+5 more
8 metrics
Per Share Price
$24.00 per share
Cash consideration for each Class A Common Stock share at merger Effective Time
Direct Class A shares disposed
821,198 shares
Class A Common Stock cancelled and converted to cash in issuer disposition
Additional direct Class A shares disposed
209,373 shares
Second block of Class A Common Stock cancelled and cashed out
Indirect Class A shares disposed
790,279 shares
Class A Common Stock held indirectly and cancelled for cash
Common Units disposed
464,002 units
Common Units held indirectly via CaitRyan LLC cancelled and converted to cash
Stock option exercise price 1
$10.65 per share
Exercise price used to calculate cash-out for certain options at Effective Time
Stock option exercise price 2
$14.51 per share
Exercise price for additional cancelled options converted to cash
Stock option exercise price 3
$20.00 per share
Exercise price for higher-strike options cancelled and cashed out
Key Terms
Agreement and Plan of Merger, Effective Time, Per Share Price, restricted stock units ("RSUs"), +2 more
6 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 6, 2026..."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Effective Time regulatory
"Pursuant to the Merger Agreement, at the effective time of the Mergers (the "Effective Time"), each share..."
restricted stock units ("RSUs") financial
"Represents an equal number of restricted stock units ("RSUs"). At the Effective Time, each unvested RSU award was cancelled..."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Common Unit financial
"At the Effective Time, each Common Unit was cancelled and converted into the right to receive an amount in cash..."
A common unit is a single piece of ownership in a company, fund, or trust—similar to an ordinary share but often used for pooled vehicles or listings where securities are packaged or governed differently. It matters to investors because each unit represents a claim on profits and, commonly, voting power; like holding a seat at a table, the number of units you own affects your share of returns and influence, and unit structures can also affect liquidity and tax treatment.
voting and dispositive power regulatory
"The Reporting Person may be deemed to have voting and dispositive power over the shares held by CaitRyan LLC..."
FAQ
What did OneStream (OS) Chief Revenue Officer report in this Form 4?
Ken Hohenstein reported issuer dispositions of his OneStream equity interests. His Class A shares, options, RSUs, and Common Units were cancelled at the merger Effective Time and converted into cash rights under a merger agreement, leaving no remaining holdings in the reported positions.
How were Ken Hohenstein’s OneStream (OS) stock options treated in the merger?
At the Effective Time, each OneStream stock option was cancelled and converted into a cash right. The cash equals the product of the number of underlying shares and the excess, if any, of the $24.00 Per Share Price over the option’s exercise price, less withholding taxes.
What happened to restricted stock units (RSUs) in the OneStream (OS) merger?
Each unvested RSU award was cancelled and converted into a contingent right to receive a cash award. That award equals $24.00 multiplied by the number of underlying shares, less withholding taxes, while the original vesting terms and conditions continue to apply after the mergers.