Merger takes OneStream (OS) private with $24 per share cash payout
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
OneStream, Inc.’s Chief Accounting Officer Pamela McIntyre reported the cancellation and issuer disposition of multiple stock option grants and Class A Common Stock on April 1, 2026 in connection with a merger.
Under the merger agreement, each share of Class A Common Stock was converted into the right to receive $24.00 per share in cash, and both vested and unvested equity awards were canceled and converted into cash or contingent cash awards, leaving the reported option positions and common shares at zero following the transactions.
Positive
- None.
Negative
- None.
Insights
Form 4 shows equity awards cashed out at $24 in a going-private merger.
The filing indicates that OneStream, Inc. completed a merger in which all reported Class A Common Stock and stock options held by Chief Accounting Officer Pamela McIntyre were canceled and converted into cash-based rights. Transaction code D reflects dispositions to the issuer, not open-market sales.
Footnotes specify that each common share became entitled to $24.00 in cash, while vested options receive cash equal to shares times the excess of $24.00 over their exercise price. Unvested options and RSUs convert into contingent cash awards with existing vesting terms. Overall, this is a structural change tied to the merger rather than a discretionary trade, so the signal is neutral for insider sentiment.
Insider Trade Summary
11 transactions reported
Mixed
11 txns
Insider
McIntyre Pamela
Role
Chief Accounting Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy) | 11,463 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 31,800 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 43,044 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 42,395 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 12,605 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 23,125 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 6,875 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 39,070 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 35,930 | $0.00 | -- |
| Disposition | Class A Common Stock | 250 | $0.00 | -- |
| Disposition | Class A Common Stock | 100,550 | $0.00 | -- |
Holdings After Transaction:
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 canceled 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 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.
Key Figures
Per Share Price: $24.00 per share
Option grant disposed (exercise price $4.41): 11,463 options
Option grant disposed (exercise price $5.99): 31,800 options
+4 more
7 metrics
Per Share Price
$24.00 per share
Cash consideration for each share of Class A Common Stock at the Effective Time
Option grant disposed (exercise price $4.41)
11,463 options
Stock Option (right to buy) with $4.4100 exercise price canceled and converted to cash
Option grant disposed (exercise price $5.99)
31,800 options
Stock Option (right to buy) with $5.9900 exercise price canceled and converted to cash
Option grants disposed (exercise price $10.65)
121,169 options
Three Stock Option lines at $10.6500 exercise price canceled and converted to cash
Option grants disposed (exercise price $14.51)
75,000 options
Two Stock Option lines at $14.5100 exercise price canceled and converted to cash
Common stock disposed
100,800 shares
Two Class A Common Stock entries (250 and 100,550 shares) canceled and converted into cash rights
Dispose transactions count
11 transactions
transactionSummary shows disposeCount of 11 on April 1, 2026
Key Terms
Agreement and Plan of Merger, Per Share Price, restricted stock units ("RSUs"), Effective Time, +1 more
5 terms
Agreement and Plan of Merger financial
"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.
Effective Time financial
"At the Effective Time, each unvested RSU award was cancelled and converted into the contingent right to receive a cash award..."
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 insider activity did OneStream (OS) report for Pamela McIntyre?
Pamela McIntyre reported issuer dispositions of stock options and Class A Common Stock on April 1, 2026. These positions were canceled in connection with a merger and converted into rights to receive cash, leaving reported option and share holdings at zero after the transactions.
How were OneStream (OS) stock options treated for Pamela McIntyre in the merger?
At the merger’s effective time, each vested option was canceled and converted into cash equal to shares multiplied by the excess of the $24.00 per share price over its exercise price. Unvested options were canceled and replaced with contingent cash awards, preserving existing vesting terms.
What happened to OneStream (OS) restricted stock units (RSUs) in this transaction?
Each unvested RSU was canceled and converted into a contingent right to receive a cash award equal to $24.00 per share times the RSU count, less applicable taxes. The vesting terms and conditions that applied to those RSUs before the merger remain in effect afterward.
Does Pamela McIntyre still hold OneStream (OS) equity after these Form 4 transactions?
The reported Form 4 entries show total shares following transaction of 0.0000 for the listed options and Class A Common Stock. Those equity awards were canceled and converted into cash or contingent cash rights as part of the merger-related dispositions to the issuer.
ONESTREAM INC