KKR Associates NGT L.P. 4
4 · OneStream, Inc. · Filed Apr 7, 2026
Research Summary
AI-generated summary of this filing
OneStream (OS) 10% Owner KKR Blocker Parent Disposes 94.5M Shares
What Happened
- KKR NGT (Dream) Blocker Parent L.P., a >10% holder in OneStream (OS), recorded multiple dispositions of derivative securities on April 1, 2026. The filings show a total of 94,520,232 derivative shares disposed in connection with the merger between OneStream and the Onward acquisition parties.
- Per the Merger Agreement, each affected share/unit was converted into cash at a Per Share Price of $24.00 (footnotes F1–F3). At $24.00 per share, the disposed interest corresponds to roughly $2.27 billion in consideration. These were not open‑market sales but cash‑out conversions under the merger.
Key Details
- Transaction date: April 1, 2026 (reported on Form 4 filed April 7, 2026).
- Price: $24.00 per share pursuant to the Merger Agreement (footnote F2); amounts shown as N/A in the Form 4 because these were merger conversions of derivative securities.
- Total disposed: 94,520,232 derivative shares; estimated proceeds ≈ $2,268,485,568.
- Shares owned after transaction: not specified in the excerpt; filing includes customary disclaimer that reporting persons disclaim beneficial ownership except for pecuniary interest (F18).
- Notable footnotes: Transactions arose from the two-step merger described in F1; various entries represent holdings across multiple KKR funds/vehicles (F10–F17). The Form 4 notes affiliates filed separately due to EDGAR limitations (Remarks).
- Filing timeliness: Form 4 was filed April 7 for Apr 1 transactions; the filing does not flag lateness in the provided excerpt.
Context
- These were derivative dispositions tied to a corporate transaction (merger) — essentially a cash conversion of Class D shares and related units — not routine insider sell orders on the open market. For retail investors, that means the activity reflects deal consideration, not a straightforward insider signal of confidence or concern.
- The reporting entity is an institutional 10% owner (KKR affiliate), not an individual officer or director. Institutional dispositions in a negotiated acquisition are common and typically reflect pre‑agreed transaction terms rather than trading intent.
Insider Transaction Report
Form 4Exit
KKR NGT (Dream) Blocker Parent L.P.
10% Owner
Transactions
- Other
Class D Common Stock
[F2][F1][F5][F8][F17][F18]2026-04-01−26,227,899→ 0 total(indirect: See Footnotes)→ Class A Common Stock (26,227,899 underlying) - Other
Class D Common Stock
[F2][F1][F6][F8][F17][F18]2026-04-01−3,261,412→ 0 total(indirect: See Footnotes)→ Class A Common Stock (3,261,412 underlying) - Other
Class D Common Stock
[F2][F1][F7][F8][F17][F18]2026-04-01−86,801→ 0 total(indirect: See Footnotes)→ Class A Common Stock (86,801 underlying) - Other
Class D Common Stock
[F2][F1][F9][F17][F18]2026-04-01−2,197,087→ 0 total(indirect: See Footnotes)→ Class A Common Stock (2,197,087 underlying) - Other
Class D Common Stock
[F2][F1][F10][F17][F18]2026-04-01−1,560,909→ 0 total(indirect: See Footnotes)→ Class A Common Stock (1,560,909 underlying) - Other
Class D Common Stock
[F2][F1][F11][F17][F18]2026-04-01−757,590→ 0 total(indirect: See Footnotes)→ Class A Common Stock (757,590 underlying) - Other
Class D Common Stock
[F2][F1][F12][F17][F18]2026-04-01−5,303,124→ 0 total(indirect: See Footnotes)→ Class A Common Stock (5,303,124 underlying) - Other
Class D Common Stock
[F2][F1][F13][F15][F17][F18]2026-04-01−7,125,659→ 0 total(indirect: See Footnotes)→ Class A Common Stock (7,125,659 underlying) - Other
Class D Common Stock
[F2][F1][F14][F15][F17][F18]2026-04-01−1,067,910→ 0 total(indirect: See Footnotes)→ Class A Common Stock (1,067,910 underlying) - Other
Class D Common Stock
[F2][F1][F16][F17][F18]2026-04-01−1,136,425→ 0 total(indirect: See Footnotes)→ Class A Common Stock (1,136,425 underlying) - Other
Common Units
[F3][F1][F4][F8][F17][F18]2026-04-01−45,795,416→ 0 total(indirect: See Footnotes)→ Class D Common Stock (45,795,416 underlying)
Footnotes (18)
- [F1]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.
- [F10]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.
- [F11]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.
- [F12]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.
- [F13]Represents securities held by KKR NGT (Dream) Blocker Parent L.P.
- [F14]Represents securities held by KKR NGT (Dream) Blocker Parent (EEA) L.P.
- [F15]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.
- [F16]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.
- [F17]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.
- [F18]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]Represents securities held by KKR Americas XII (Dream) Blocker Parent L.P.
- [F6]Represents securities held by KKR Americas XII EEA (Dream) Blocker Parent L.P.
- [F7]Represents securities held by KKR Americas XII (Dream II) Blocker Parent L.P.
- [F8]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.
- [F9]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.
Signature
See Exhibit 99.1|2026-04-07