OneStream, Inc. 8-K

What Happened
OneStream, Inc. announced on January 6, 2026 that it entered into an Agreement and Plan of Merger to be acquired by entities affiliated with Hg (via Onward AcquireCo and its merger subsidiaries). The OneStream board approved the Merger Agreement under which outstanding Class A and Class D shares (and LLC units) will be cancelled and converted into the right to receive $24.00 per share/unit in cash. The filing notes the transaction is not subject to a financing condition and includes an equity commitment from Hg-affiliated funds with an aggregate cap of about $5.6 billion.

Key Details

• Purchase price: $24.00 per share/unit in cash for OneStream Class A/D stock and LLC units; Class B/C shares converted to $0.0001 each.
• Date and approvals: Merger Agreement executed January 6, 2026; requires adoption by holders of a majority of voting power (Requisite Stockholder Approval) and customary regulatory clearances (e.g., HSR).
• Employee awards: Vested RSUs paid cash = shares × $24; unvested RSUs/options in-the-money converted to contingent cash awards subject to original vesting terms; options with exercise price ≥ $24 are cancelled for no consideration.
• Other material terms: OneStream may owe a $207,000,000 termination fee in specified circumstances; closing cannot occur before April 6, 2026 without buyer consent; outside closing date Oct 6, 2026 (extendable to April 6, 2027 for pending regulatory approvals). KKR-affiliated holders controlling ~58% voting power signed a Support Agreement and delivered written consent.

Why It Matters
This is a definitive cash acquisition that would take OneStream private at $24.00 per share if completed. The deal sets clear cash treatment for shareholders and equity-based compensation, impacts potential payouts to employees and option holders, and removes future TRA payments (the TRA was amended to terminate on consummation of the Mergers). Key closing conditions include stockholder approval and regulatory clearance, and the buyer has equity backing (approx. $5.6B cap) — but the filing also discloses a substantial termination fee and customary risks and conditions that could prevent closing. Retail investors should watch for the company’s proxy/solicitation materials, any stockholder votes, and regulatory developments.