OneStream (OS) CEO reports merger-related $24 cash-out and option conversions
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
OneStream, Inc. CEO Thomas Anthony Shea reported a series of issuer dispositions tied to the closing of a merger. On April 1, 2026, OneStream completed mergers under a January 6, 2026 Agreement and Plan of Merger, after which OneStream became a subsidiary of Parent.
At the merger’s effective time, each share of Class A Common Stock was cancelled and converted into the right to receive $24.00 per share in cash. Common Units were cancelled for cash equal to the same per‑share price, and corresponding Class C shares received $0.0001 in cash. Class D Common Stock was cancelled and converted into the right to receive the same per‑share cash price, with those shares then reinvested into equity interests in an entity that controls the new parent company.
Unvested RSUs and stock options did not result in open‑market trades. Instead, they were cancelled and converted into contingent cash awards based on the $24.00 per‑share price, with existing vesting terms continuing after the mergers. Following these transactions, the filing shows no remaining reportable direct or derivative holdings in the issuer under this Form 4.
Positive
- None.
Negative
- None.
Insights
CEO’s reported disposals reflect merger closing mechanics, not open‑market selling.
The filing shows issuer dispositions (code D) of Class A, Class D, Common Units, RSUs and stock options held by OneStream’s CEO in connection with a cash acquisition. Each Class A share was cancelled for a $24.00 cash right, aligning all holders at the same per‑share cash consideration.
Equity awards were converted into cash‑settled rights that mirror prior vesting schedules, and Class D shares were exchanged into equity of the new parent‑control entity. Because these are structural changes required by the merger agreement rather than discretionary trades, they carry limited signaling value about the CEO’s view of the business.
Insider Trade Summary
13 transactions reported
Mixed
13 txns
Insider
Shea Thomas Anthony
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Units | 325,232 | $0.00 | -- |
| Disposition | Class D Common Stock | 4,313,836 | $0.00 | -- |
| Disposition | Class D Common Stock | 2,814,351 | $0.00 | -- |
| Disposition | Class D Common Stock | 9,041,667 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 619,835 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 504,472 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 149,979 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 473,008 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 435,161 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 55,795 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 92,992 | $0.00 | -- |
| Disposition | Class A Common Stock | 80,023 | $0.00 | -- |
| Disposition | Class A Common Stock | 379,963 | $0.00 | -- |
Holdings After Transaction:
Common Units — 0 shares (Indirect, See footnote);
Class D Common Stock — 0 shares (Direct);
Class D Common Stock — 0 shares (Indirect, See footnote);
Stock Option (right to buy) — 0 shares (Direct);
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. 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. 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. Shares held of record by the TSICU Corp. TSICU Corp. is a subchapter S corporation controlled by the Reporting Person, who has sole voting and dispositive power over the shares held by it. Pursuant to the Merger Agreement, at the Effective Time, each share of Class D Common Stock was cancelled and converted into the right to receive the Per Share Price, without interest, less applicable withholding taxes. Shares held of record by the Shea Family Trust dated December 25, 2019 (the "2019 Shea Family Trust"). The Reporting Person's spouse serves as the co-trustee for the 2019 Shea Family Trust. By virtue of his relationship, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares held by the 2019 Shea Family Trust. At the Effective Time, the shares of Class D Common Stock were reinvested into Issuer, as a privately held entity following the Mergers, and were exchanged for equity interests in an entity that controls Parent. 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. 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.
Key Figures
Per-share cash price: $24.00 per share
Common Units cancelled: 325,232 units
Class D Common Stock disposed (direct): 4,313,836 shares
+5 more
8 metrics
Per-share cash price
$24.00 per share
Cash consideration for each share of Class A Common Stock at merger effective time
Common Units cancelled
325,232 units
Common Units cancelled and converted into cash equal to the per-share price
Class D Common Stock disposed (direct)
4,313,836 shares
Direct Class D Common Stock position cancelled and converted per merger terms
Class D Common Stock disposed (indirect)
2,814,351 shares
Indirect Class D Common Stock position cancelled under merger agreement
Stock options cancelled at $10.65
1,274,286 options
Two option grants with $10.65 exercise price converted into cash rights
Stock options cancelled at $14.51
908,169 options
Two option grants with $14.51 exercise price converted into cash rights
Stock options cancelled at $20.00
148,787 options
Two option grants with $20.00 exercise price converted into cash rights
Class A Common Stock disposed
460, -? shares
Class A Common Stock positions (80,023 and 379,963 shares) cancelled for cash
Key Terms
Agreement and Plan of Merger, Per Share Price, restricted stock units ("RSUs"), Class D Common Stock, +1 more
5 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"). 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.
Class D Common Stock financial
"each share of Class D Common Stock was cancelled and converted into the right to receive the Per Share Price"
Stock Option (right to buy) financial
"Stock Option (right to buy) ... each vested option was cancelled and converted into the right to receive an amount in cash"
FAQ
What does OneStream (OS) CEO’s Form 4 on April 1, 2026 report?
The Form 4 reports issuer dispositions of the CEO’s shares, units and options tied to OneStream’s merger. Equity was cancelled and converted into cash or new parent‑level equity under the merger agreement, rather than sold in the open market.
How were OneStream (OS) restricted stock units treated in the merger?
Unvested RSUs were cancelled and converted into contingent cash awards equal to $24.00 times the covered shares, less taxes. Their existing vesting schedules and conditions continue after the mergers, but settlement will be in cash instead of OneStream stock.
What happened to OneStream (OS) stock options held by the CEO?
Each vested and unvested stock option was cancelled at the merger effective time and converted into a cash right. The cash equals the excess of the $24.00 per‑share price over the option’s exercise price, multiplied by the shares subject to the option.
How were OneStream (OS) Class D Common Stock and Common Units treated?
Class D shares were cancelled and converted into the right to receive the $24.00 per‑share cash price, then reinvested into equity of an entity controlling the new parent. Common Units were cancelled for cash equal to the per‑share price, with linked Class C shares receiving $0.0001 per share.
Does the OneStream (OS) CEO still hold reportable issuer securities after these transactions?
The Form 4 shows zero shares or options remaining after the merger‑related dispositions. While some interests were rolled into equity of an entity controlling the parent, the filing reports no remaining direct or derivative holdings in OneStream as a standalone issuer.