KKR entities exit OneStream (NYSE: OS) as merger pays $24 per Class D share
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
OneStream, Inc. insiders affiliated with KKR reported a series of non-market restructuring transactions tied to the closing of a merger completed on April 1, 2026. Under an Agreement and Plan of Merger, OneStream and certain subsidiaries were merged into entities controlled by a parent company, and OneStream became a subsidiary of that parent.
Immediately before the merger’s effective time, each share of Class D Common Stock was cancelled and converted into the right to receive $24.00 per share in cash, less applicable withholding taxes. Each Common Unit, representing a unit of OneStream Software LLC and an equal number of Class C Common Stock, was cancelled and converted into cash equal to the same per share price, while each corresponding Class C share was cancelled for $0.0001 in cash.
The filing aggregates 94,520,232 derivative securities across multiple KKR-related entities that were affected by these "J"-code “other” transactions. The reporting persons state that the securities were held through various KKR funds and vehicles and that each reporting person disclaims beneficial ownership beyond its economic interest.
Positive
- None.
Negative
- None.
Insights
Large KKR-held OneStream positions were cashed out via a merger-driven restructuring, not open-market trading.
The Form 4 shows KKR-affiliated funds reporting "J"-code transactions, which are categorized as other acquisitions or dispositions rather than open-market buys or sells. These relate to a completed merger in which OneStream became a subsidiary of a parent holding company.
At the merger’s effective time, each share of Class D Common Stock converted into the right to receive $24.00 per share in cash, and each Common Unit converted into cash equal to the same per share price, with related Class C Common Stock cancelled for $0.0001 per share. In total, 94,520,232 derivative securities across several entities were affected.
The reporting persons note that the securities were held through multiple KKR vehicles and that they disclaim beneficial ownership except for any pecuniary interest. Because these are merger-consummation entries rather than discretionary trades, they mainly document how a previously agreed transaction was implemented rather than signaling a new view on OneStream’s value.
Insider Trade Summary
11 transactions reported
Mixed
11 txns
Insider
KKR TFO Partners L.P., KKR Associates TFO L.P., KKR TFO GP Ltd, KKR Custom Equity Opportunities Fund L.P., KKR Associates Custom Equity Opportunities L.P., KKR Custom Equity Opportunities Ltd, KKR-Milton Strategic Partners L.P., KKR Associates Milton Strategic L.P., KKR Milton Strategic Ltd, KKR Financial Management LLC
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class D Common Stock | 26,227,899 | $0.00 | -- |
| Other | Class D Common Stock | 3,261,412 | $0.00 | -- |
| Other | Class D Common Stock | 86,801 | $0.00 | -- |
| Other | Class D Common Stock | 2,197,087 | $0.00 | -- |
| Other | Class D Common Stock | 1,560,909 | $0.00 | -- |
| Other | Class D Common Stock | 757,590 | $0.00 | -- |
| Other | Class D Common Stock | 5,303,124 | $0.00 | -- |
| Other | Class D Common Stock | 7,125,659 | $0.00 | -- |
| Other | Class D Common Stock | 1,067,910 | $0.00 | -- |
| Other | Class D Common Stock | 1,136,425 | $0.00 | -- |
| Other | Common Units | 45,795,416 | $0.00 | -- |
Holdings After Transaction:
Class D Common Stock — 0 shares (Indirect, See Footnotes);
Common Units — 0 shares (Indirect, See Footnotes)
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, immediately before the effective time of the Mergers (the "Effective Time"), each share of Class D Common Stock of the Issuer 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. Common Units represented limited liability company units of Company LLC and an equal number of shares of Class C Common Stock of the Issuer. Common Units were redeemable by the holder at any time on or following the closing of the Issuer's initial public offering for shares of Class D Common Stock of the Issuer on a one-for-one basis, and a corresponding number of shares of Class C Common Stock would be forfeited in connection with the redemption. 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. Each corresponding share of Class C Common Stock was cancelled and converted into the right to receive $0.0001 in cash, without interest. Represents securities held by KKR Dream Holdings LLC. KKR Dream Aggregator L.P. is the sole member of KKR Dream Holdings LLC. KKR Dream Aggregator GP LLC is the general partner of KKR Dream Aggregator L.P. KKR Americas Fund XII (Dream) L.P. is the sole member of KKR Dream Aggregator GP LLC. Represents securities held by KKR Americas XII (Dream) Blocker Parent L.P. Represents securities held by KKR Americas XII EEA (Dream) Blocker Parent L.P. Represents securities held by KKR Americas XII (Dream II) Blocker Parent L.P. KKR Associates Americas XII AIV L.P. is the general partner of each of KKR Americas Fund XII (Dream) L.P., KKR Americas XII (Dream) Blocker Parent L.P., KKR Americas XII EEA (Dream) Blocker Parent L.P., and KKR Americas XII (Dream II) Blocker Parent L.P. KKR Americas XII AIV GP LLC is the general partner of KKR Associates Americas XII AIV L.P. Represents securities held by KKR Wolverine I Ltd. KKR Financial Management LLC is the portfolio manager of KKR Wolverine I Ltd. Kohlberg Kravis Roberts & Co. L.P. is the sole member of KKR Financial Management LLC. KKR & Co. GP LLC is the general partner of Kohlberg Kravis Roberts & Co. L.P. KKR Holdco LLC is the sole member of KKR & Co. GP LLC. Represents securities held by KKR TFO Partners L.P. KKR Associates TFO L.P. is the general partner of KKR TFO Partners L.P. KKR TFO GP Limited is the general partner of KKR Associates TFO L.P. Represents securities held by KKR Custom Equity Opportunities Fund L.P. KKR Associates Custom Equity Opportunities L.P. is the general partner of KKR Custom Equity Opportunities Fund L.P. KKR Custom Equity Opportunities Limited is the general partner of KKR Associates Custom Equity Opportunities L.P. Represents securities held by KKR-Milton Strategic Partners L.P. KKR Associates Milton Strategic L.P. is the general partner of KKR-Milton Strategic Partners L.P. KKR Milton Strategic Limited is the general partner of KKR Associates Milton Strategic L.P. Represents securities held by KKR NGT (Dream) Blocker Parent L.P. Represents securities held by KKR NGT (Dream) Blocker Parent (EEA) L.P. KKR Associates NGT L.P. is the general partner of KKR NGT (Dream) Blocker Parent L.P. and KKR NGT (Dream) Blocker Parent (EEA) L.P. KKR Next Gen Tech Growth Limited is the general partner of KKR Associates NGT L.P. Represents securities held by K-PRIME AG Financing LP. K-PRIME Hedge-Finance GP Limited is the general partner of K-PRIME AG Financing LP. K-PRIME Aggregator L.P. is the sole shareholder of K-PRIME Hedge-Finance GP Limited. K-Series PE Holdings L.P. is the general partner of K-PRIME Aggregator L.P. K-Series PE GP LLC is the general partner of K-Series PE Holdings L.P. KKR Associates Group L.P. is the sole member of K-Series PE GP LLC. KKR Associates Group GP LLC is the general partner of KKR Associates Group L.P. KKR Group Partnership L.P. is the sole member of each of KKR Americas XII AIV GP LLC, KKR Holdco LLC, and KKR Associates Group GP LLC and sole shareholder of each of KKR TFO GP Limited, KKR Custom Equity Opportunities Limited, KKR Milton Strategic Limited and KKR Next Gen Tech Growth Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons were the beneficial owners of any securities reported herein.
Key Figures
Merger cash price per Class D share: $24.00 per share
Cash for Class C Common Stock: $0.0001 per share
Restructuring securities affected: 94,520,232 securities
+2 more
5 metrics
Merger cash price per Class D share
$24.00 per share
Cash consideration for each Class D Common Stock immediately before effective time of the mergers
Cash for Class C Common Stock
$0.0001 per share
Cash consideration for each Class C share corresponding to a Common Unit at the effective time
Restructuring securities affected
94,520,232 securities
Total derivative securities classified as restructuring transactions in transaction summary
Common Units converted
45,795,416 units
Common Units cancelled and converted into cash equal to the per share price
Largest Class D block
26,227,899 shares
Single J-code transaction in Class D Common Stock tied to conversion into Class A Common Stock and cashout
Key Terms
Agreement and Plan of Merger, Class D Common Stock, Common Units, Per Share Price, +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.
Class D Common Stock financial
"each share of Class D Common Stock of the Issuer was cancelled and converted into the right to receive $24.00 per share in cash"
Common Units financial
"Common Units represented limited liability company units of Company LLC and an equal number of shares of Class C Common Stock of the Issuer."
Common units are the basic ownership stakes in a company, limited partnership, or trust that function like common stock: they give holders a claim on profits and often voting rights. Think of them as the ordinary seats at a table—the most directly affected by the business’s success or failure, so they typically offer higher upside but carry greater risk than preferred claims or creditors, which matters to investors evaluating potential return and safety.
beneficial ownership regulatory
"Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein."
FAQ
What does the KKR Form 4 for OneStream (OS) show?
The Form 4 shows KKR-affiliated entities reporting "J"-code restructuring transactions tied to a completed merger. OneStream became a subsidiary of a parent company, and large blocks of derivative securities were cancelled and cashed out under the merger terms rather than traded on the open market.
How were OneStream Common Units treated in the KKR-reported transactions?
Each Common Unit, representing a unit of OneStream Software LLC plus an equal number of Class C shares, was cancelled and converted into cash equal to the $24.00 per share price. The corresponding Class C Common Stock was separately cancelled and converted into $0.0001 in cash per share, without interest.
Do the KKR reporting persons claim full beneficial ownership of the OneStream securities?
No. The footnotes state that each reporting person disclaims beneficial ownership of the reported securities, except to the extent of its pecuniary interest. The securities were held through various funds and entities, such as KKR Dream Holdings LLC and other affiliated vehicles.