KKR Associates NGT L.P. 4

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.