OneStream (OS) director Kinzer exchanges shares and options for $24 cash in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
OneStream, Inc. director and officer John Kinzer reported the disposition to the issuer of his equity holdings in connection with a merger. On April 1, 2026, his Class A Common Stock, Common Units and stock options were cancelled and converted into cash rights based on a $24.00 per share price, less taxes. Vested options are paid only on any excess of the Per Share Price over their exercise price. Certain shares and Common Units were held through the John E. Kinzer Trust, where he serves as trustee. Following these merger-related cancellations, the filing shows no remaining shares or options reported for him.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Kinzer John
Role
See Remarks
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Units | 270,997 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 50,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 128,225 | $0.00 | -- |
| Disposition | Class A Common Stock | 94,607 | $0.00 | -- |
| Disposition | Class A Common Stock | 7,130 | $0.00 | -- |
| Disposition | Class A Common Stock | 30,000 | $0.00 | -- |
Holdings After Transaction:
Common Units — 0 shares (Indirect, See Footnote);
Stock Option (right to buy) — 0 shares (Direct);
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. Represents an equal number of restricted stock units ("RSUs"). Pursuant to an Offer Letter, dated December 1, 2025, between Mr. Kinzer and Issuer, at the effective time of the Mergers (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) $24.00 (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. Represents an equal number of restricted stock units ("RSUs"). Pursuant to Issuer's outside director compensation policy, immediately before 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) 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 the Merger Agreement, at the Effective Time, each share of Issuer Class A Common Stock was cancelled and converted into the right to receive the Per Share Price, without interest, less applicable withholding taxes. The shares are held by the John E. Kinzer Trust, of which the Reporting Person is a trustee. 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. 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 the option, 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.
Key Figures
Per Share Price: $24.00 per share
Common Units disposed: 270,997 units
Options at $10.65 exercise: 50,000 options at $10.65
+4 more
7 metrics
Per Share Price
$24.00 per share
Cash consideration for Class A Common Stock and related awards at Effective Time
Common Units disposed
270,997 units
Common Units cancelled and converted into cash at $24.00 Per Share Price
Options at $10.65 exercise
50,000 options at $10.65
Vested options cancelled; cash equal to shares times excess over $24.00 Per Share Price
Options at $20.00 exercise
128,225 options at $20.00
Vested options cancelled; merger cash based on $24.00 Per Share Price minus exercise price
Class A Common Stock disposed (direct)
94,607 shares
Direct Class A Common Stock cancelled and converted into $24.00 per share cash right
Additional Class A Common Stock disposed (direct)
7,130 shares
Additional direct Class A Common Stock cancelled for $24.00 per share cash right
Class A Common Stock disposed (trust)
30,000 shares
Indirect Class A Common Stock held by John E. Kinzer Trust cancelled for cash
Key Terms
Agreement and Plan of Merger, restricted stock units ("RSUs"), Per Share Price, outside director compensation policy, +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, by and among OneStream, Inc."
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 an Offer Letter..."
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.
outside director compensation policy financial
"Pursuant to Issuer's outside director compensation policy, immediately before the Effective Time, each RSU award held by a non-employee director..."
Effective Time regulatory
"at the effective time of the Mergers (the "Effective Time"), each unvested RSU award was cancelled and converted..."
vested option financial
"At the Effective Time, each vested option was cancelled and converted into the right to receive an amount in cash..."
FAQ
What did John Kinzer report in this Form 4 for OneStream (OS)?
John Kinzer reported that his OneStream equity holdings were disposed of to the issuer in connection with a merger. His shares, Common Units and options were cancelled and converted into cash rights based on a defined per-share merger price.
How were John Kinzer’s OneStream (OS) RSUs treated in the merger?
Each unvested RSU was cancelled at the merger’s effective time and converted into a contingent right to receive cash. The cash equals the product of the $24.00 Per Share Price and covered shares, minus applicable withholding taxes, with original vesting terms generally preserved.
What happened to John Kinzer’s OneStream (OS) director RSU awards?
RSU awards held as a non-employee director fully vested immediately before the merger’s effective time under the outside director compensation policy. They were then cancelled and converted into a cash payment based on the $24.00 Per Share Price times the covered shares, less withholding taxes.
How were John Kinzer’s OneStream (OS) stock options handled?
At the merger’s effective time, each vested option was cancelled and converted into a cash payment. The amount equals the number of underlying Class A shares multiplied by any excess of the $24.00 Per Share Price over the option’s exercise price, reduced by applicable withholding taxes.
What happened to John Kinzer’s OneStream (OS) Class A Common Stock in the merger?
Each share of OneStream Class A Common Stock was cancelled at the merger’s effective time. Each cancelled share was converted into the right to receive cash equal to the $24.00 Per Share Price, without interest and subject to applicable withholding taxes, instead of remaining as equity.
How were OneStream (OS) Common Units held by John Kinzer treated?
Each Common Unit was cancelled at the merger’s effective time and converted into a cash right equal to the $24.00 Per Share Price, less withholding taxes. Any corresponding Class C Common Stock share was separately converted into a $0.0001 cash right, also subject to withholding.
Were any of John Kinzer’s OneStream (OS) holdings indirect through a trust?
Yes. Some shares are held by the John E. Kinzer Trust, for which he is a trustee. The filing notes these as indirect holdings, and those trust-held shares were also cancelled and converted into merger-related cash rights under the same pricing terms.