OneStream (OS) director’s options and units cashed out at $24 in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
OneStream, Inc. director Michael Burkland reported dispositions of equity awards to the issuer in connection with the closing of a merger. On April 1, 2026, an Agreement and Plan of Merger became effective, with OneStream and its subsidiary becoming subsidiaries of Parent entities in a two-step merger structure.
At the merger’s effective time, director RSUs and 7,130 shares of Class A Common Stock were cancelled and converted into cash based on a $24.00 Per Share Price, less taxes. Two stock option grants covering 50,000 shares at $10.65 and 169,257 shares at $20.00 were cancelled and converted into cash equal to the spread over the Per Share Price. In addition, 486,057 Common Units corresponding to Class D/Common C structures held by the Burkland Family Trust were cancelled and converted into cash at the Per Share Price, while related Class C shares received a nominal $0.0001 per share.
Positive
- None.
Negative
- None.
Insights
Form 4 shows merger-driven cash-out of a director’s equity.
The transactions reflect completion of a cash merger where OneStream, Inc. became a subsidiary of a parent entity. Director Michael Burkland did not trade in the open market; equity awards and shares were cancelled for cash under the merger terms at a $24.00 Per Share Price.
Both option grants, with exercise prices of $10.65 and $20.00 per share, first fully vested then were cancelled for cash equal to the spread over $24.00. Common Units linked to Class D and Class C stock, including those held via the Burkland Family Trust, were similarly cashed out or paid a nominal amount.
After these issuer dispositions, the filing shows zero shares and options remaining for the reported positions, which is consistent with a go-private or acquisition scenario. The economic impact for investors depends on the broader merger consideration structure already defined in the Agreement and Plan of Merger dated January 6, 2026.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Burkland Michael
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 50,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 169,257 | $0.00 | -- |
| Disposition | Common Units | 486,057 | $0.00 | -- |
| Disposition | Class A Common Stock | 7,130 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy) — 0 shares (Direct);
Common Units — 0 shares (Indirect, See footnote);
Class A Common Stock — 0 shares (Direct)
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. Represents an equal number of restricted stock units ("RSUs"). Pursuant to Issuer's outside director compensation policy, immediately before the effective time of the Mergers (the "Effective Time"), each RSU award held by a non-employee director that was outstanding and unvested as of immediately before the Effective Time (a "Director RSU Award") accelerated and became fully vested. At the Effective Time, each Director RSU Award was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) $24.00 (the "Per Share Price") multiplied by (b) the total number of shares of Issuer's Class A Common Stock covered by such Director RSU Award, less applicable withholding taxes. Pursuant to Issuer's outside director compensation policy, immediately prior to the Effective Time, the shares subject to the option became fully vested and immediately exercisable. At the Effective Time, the 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 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. Held of record by the Burkland Family Trust dated 1/28/1997 (the "Burkland Trust"), of which the Reporting Person is trustee. By virtue of his relationship, the Reporting Person may be deemed to hold voting and dispositive power with respect to the securities held by the the Burkland Trust.
Key Figures
Per Share Price: $24.00 per share
Option grant 1 size: 50,000 shares at $10.65
Option grant 2 size: 169,257 shares at $20.00
+5 more
8 metrics
Per Share Price
$24.00 per share
Cash consideration per share at effective time of merger
Option grant 1 size
50,000 shares at $10.65
Stock option cancelled and cashed out in merger
Option grant 2 size
169,257 shares at $20.00
Stock option cancelled and cashed out in merger
Common Units cancelled
486,057 units
Common Units converted to cash at $24.00 Per Share Price
Class A shares/RSUs
7,130 shares
Director RSU-related Class A Common Stock cancelled for cash
Agreement date
January 6, 2026
Date of Agreement and Plan of Merger
Effective merger date
April 1, 2026
Date Mergers became effective and awards were cashed out
Class C cash amount
$0.0001 per share
Cash paid per Class C Common Stock share at effective time
Key Terms
Agreement and Plan of Merger, restricted stock units ("RSUs"), Per Share Price, Common Unit, +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.
restricted stock units ("RSUs") financial
"Represents an equal number of restricted stock units ("RSUs"). Pursuant to Issuer's outside director compensation policy..."
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.
Disposition to issuer regulatory
"transaction_code_description": "Disposition to issuer""
outside director compensation policy financial
"Pursuant to Issuer's outside director compensation policy, immediately before the effective time of the Mergers..."
FAQ
What insider transactions did OneStream (OS) director Michael Burkland report?
Michael Burkland reported issuer dispositions of stock options, RSUs, Common Units and Class A Common Stock on April 1, 2026. These positions were cancelled and converted into cash consideration as part of a completed merger, rather than being bought or sold on the open market.
How were Michael Burkland’s OneStream (OS) stock options treated in the merger?
Burkland’s options covering 50,000 shares at $10.65 and 169,257 shares at $20.00 fully vested immediately before the effective time. Each option was then cancelled and converted into cash equal to the spread between the $24.00 Per Share Price and the option’s exercise price, less taxes.
What merger structure affected OneStream (OS) and led to these insider dispositions?
The transactions stem from an Agreement and Plan of Merger dated January 6, 2026. In two steps, a OneStream subsidiary and OneStream, Inc. each merged with designated merger subs, with OneStream and its subsidiary surviving and becoming subsidiaries of a parent company at the April 1, 2026 effective time.
Does the Form 4 show that Michael Burkland still holds OneStream (OS) equity?
The Form 4 shows zero shares and options remaining for the reported positions after the merger-related cancellations. This indicates the disclosed Class A shares, options, RSUs and Common Units were fully converted to cash under the merger terms, leaving no remaining holdings in those specific instruments.