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OneStream (OS) director’s RSUs vest and convert to cash in merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

OneStream, Inc. director Sridharan Baskar disposed of equity-based awards in connection with the company’s merger. He surrendered 21,609 shares of Class A Common Stock to the issuer, leaving him with no Class A shares reported after the transaction.

According to the merger terms, this position represented an equal number of restricted stock units. These RSUs fully vested immediately before the effective time of the mergers and were then cancelled and converted into the right to receive cash based on a per share price of $24.00, less applicable withholding taxes.

Positive

  • None.

Negative

  • None.
Insider Sridharan Baskar
Role Director
Type Security Shares Price Value
Disposition Class A Common Stock 21,609 $0.00 --
Holdings After Transaction: Class A Common Stock — 0 shares (Direct)
Footnotes (1)
  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.
Shares disposed 21,609 shares Class A Common Stock disposed of to issuer on April 1, 2026
Per Share Price $24.00 per share Cash amount used to value each RSU at the Effective Time
Post-transaction holdings 0 shares Total Class A Common Stock owned after disposition
Transaction code D Disposition to issuer of non-derivative Class A Common Stock
Transaction date April 1, 2026 Effective date of reported disposition tied to the mergers
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 financial
"Represents an equal number of restricted stock units ("RSUs")."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
outside director compensation policy financial
"Pursuant to Issuer's outside director compensation policy, immediately before the effective time..."
Per Share Price financial
"equal to the product of (a) $24.00 (the "Per Share Price") multiplied by (b) the total number of shares..."
Effective Time regulatory
"immediately before the effective time of the Mergers (the "Effective Time"), each RSU award..."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Sridharan Baskar
(Last)(First)(Middle)
C/O ONESTREAM, INC.
191 N. CHESTER STREET
(Street)
BIRMINGHAM MICHIGAN 48009
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
OneStream, Inc. [ OS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock04/01/2026D(1)21,609D(2)0D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
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.
2. 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.
/s/ Holly Koczot, attorney-in-fact04/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did OneStream (OS) director Sridharan Baskar report on this Form 4?

He reported a disposition to the issuer of 21,609 shares of Class A Common Stock. These shares corresponded to restricted stock units that vested and were cancelled in exchange for a cash right under the merger terms.

How many OneStream (OS) shares did Sridharan Baskar dispose of in this transaction?

He disposed of 21,609 shares of OneStream Class A Common Stock. The filing explains these shares reflected an equal number of restricted stock units that vested and were then cancelled at the merger effective time for a cash-based payout.

Does Sridharan Baskar hold any OneStream (OS) Class A shares after this Form 4 transaction?

The Form 4 shows zero shares of Class A Common Stock owned following the transaction. His previously reported holdings, represented by restricted stock units, were cancelled in connection with the merger and converted into a right to receive cash consideration.

How were OneStream (OS) director RSUs treated in the merger described in the Form 4 footnotes?

Each outstanding, unvested director restricted stock unit award accelerated and became fully vested immediately before the merger’s effective time. At that time, each such award was cancelled and converted into a right to receive cash equal to $24.00 per share, less withholding taxes.

What is the Per Share Price referenced for OneStream (OS) director RSUs in the merger?

The Per Share Price specified is $24.00. For each director restricted stock unit award, the cash consideration equals $24.00 multiplied by the number of covered Class A shares, with the final payout reduced by applicable withholding taxes under the merger terms.

What corporate event triggered the treatment of OneStream (OS) director RSUs in this filing?

The treatment was triggered by a set of mergers under an Agreement and Plan of Merger dated January 6, 2026. At the effective time, OneStream became a subsidiary of Parent, and director RSU awards vested, were cancelled, and converted into cash rights.