Director at OneStream (NYSE: OS) exits after equity cashed out
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
OneStream, Inc. director Kara Wilson reported the cancellation of all her equity interests in connection with a merger completed on April 1, 2026. She disposed of 293,411 Common Units, 7,130 shares of Class A Common Stock (from RSUs), and stock options covering 184,913 shares.
Under the merger terms, each Common Unit and RSU-linked Class A share was converted into a cash right based on a $24.00 Per Share Price, less taxes. Her stock options with exercise prices of $16.40 and $20.00 per share were cancelled in exchange for cash equal to the spread over the Per Share Price, also less taxes. Following these transactions, she no longer holds OneStream equity or related options.
Positive
- None.
Negative
- None.
Insights
Director’s entire OneStream equity was cashed out as part of a merger.
The filing shows Kara Wilson, a director of OneStream, Inc., had all Common Units, RSUs, and vested stock options cancelled for cash in connection with a completed merger at a stated $24.00 per-share price.
The transactions use code D, a disposition to the issuer, driven by the Agreement and Plan of Merger rather than open-market trading. This makes the activity largely mechanical, reflecting the deal structure instead of an independent decision to buy or sell shares.
After these actions, Wilson’s reported holdings fall to zero, and derivativeSummary is empty, indicating no remaining options from this filing. The Form 4 thus primarily documents how the merger treated outside director equity awards.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
WILSON KARA
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Units | 293,411 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 50,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy) | 134,913 | $0.00 | -- |
| Disposition | Class A Common Stock | 7,130 | $0.00 | -- |
Holdings After Transaction:
Common Units — 0 shares (Direct);
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. 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. 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. 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
Common Units disposed: 293,411 units
RSU-related Class A shares: 7,130 shares
Option grant at $16.40: 50,000 shares
+4 more
7 metrics
Common Units disposed
293,411 units
Cancelled for cash at $24.00 Per Share Price
RSU-related Class A shares
7,130 shares
Fully vested then cashed out at $24.00 per share
Option grant at $16.40
50,000 shares
Stock option cancelled for cash based on $24.00 Per Share Price
Option grant at $20.00
134,913 shares
Stock option cancelled for cash based on $24.00 Per Share Price
Per Share Price
$24.00
Used to calculate cash for Common Units and RSUs
Total derivative transactions
3 transactions
All coded D, disposition to issuer on April 1, 2026
Non-derivative shares disposed
7,130 shares
Class A Common Stock cancelled and converted into cash
Key Terms
Agreement and Plan of Merger, restricted stock units ("RSUs"), Per Share Price, outside director compensation policy, +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"). 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.
outside director compensation policy financial
"Pursuant to Issuer's outside director compensation policy, immediately before the effective time of the Mergers..."
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.
FAQ
What insider transactions did Kara Wilson report for OneStream (OS)?
Kara Wilson reported dispositions of all her OneStream equity. She surrendered 293,411 Common Units, 7,130 shares of Class A Common Stock from RSUs, and stock options on 184,913 Class A shares, all cancelled for cash as part of a completed merger transaction.
How were Kara Wilson’s RSUs in OneStream (OS) treated in the merger?
Her RSUs became fully vested immediately before the merger’s effective time. Each award was then cancelled and converted into a cash right equal to $24.00 per underlying Class A share, less applicable withholding taxes, consistent with OneStream’s outside director compensation policy.
What happened to Kara Wilson’s OneStream stock options in this Form 4?
Two stock option grants covering 50,000 and 134,913 Class A shares were fully vested before the merger and then cancelled. Each was converted into cash equal to shares multiplied by the excess of the $24.00 Per Share Price over the respective exercise price, minus taxes.
What merger drove the equity cancellations reported for OneStream (OS)?
The changes stem from an Agreement and Plan of Merger dated January 6, 2026. On April 1, 2026, a series of mergers closed, resulting in OneStream, Inc. becoming a subsidiary of Parent, and triggering the cash-out treatment of director equity awards described in the footnotes.