OneStream, Inc. 8-K

What Happened

• OneStream filed an 8-K on April 1, 2026 reporting that the mergers described in the Merger Agreement closed (the “Closing Date”). As a result, each outstanding share of Class A and Class D common stock (and each OneStream LLC unit) was cancelled and converted into the right to receive $24.00 in cash per share/unit. Class B and Class C shares were converted into $0.0001 per share. The filing also describes the cash treatment of equity awards: vested RSUs and vested options were cashed out (options paid the excess of $24.00 over the exercise price), certain unvested awards were converted into contingent cash awards subject to original vesting terms, and out‑of‑the‑money options were canceled for no consideration.
• On the Closing Date the surviving company notified Nasdaq and requested suspension of trading (suspended prior to the market open) and filed to delist OneStream’s Class A Common Stock (Form 25), with delisting effective 10 days after filing. After delisting, the company intends to file Form 15 to terminate registration and suspend periodic reporting under the Exchange Act.

Key Details

• Cash consideration: $24.00 per share/unit for Class A/Class D/common units; $0.0001 per share for Class B/Class C.
• New credit facilities: seven‑year senior secured term loan of $1,400,000,000; seven‑year secured revolving facility of $250,000,000; delayed draw term loan of $600,000,000. Blue Owl Capital Corporation is administrative and collateral agent.
• Prior credit terminated: the Amended and Restated Credit Agreement dated Oct. 27, 2023 (with JPMorgan Chase Bank, N.A.) was prepaid in full and all commitments terminated on the Closing Date.
• Corporate governance changes: OneStream’s certificate of incorporation, bylaws and the LLC operating agreement were amended and restated at the merger effective time (filed as exhibits).

Why It Matters

• For public investors: Common public shareholders received $24.00 per share in cash and the company’s shares are being delisted and deregistered, which ends public trading and public reporting for OneStream once deregistration is complete. Holders should expect cash-out payments (less applicable withholdings) per the filing.
• For employees with equity: Vested awards were cashed out; unvested awards remain subject to original vesting terms but were converted into contingent cash awards — check award agreements for acceleration or termination provisions.
• For creditors and company finances: The new multi‑facility credit package (aggregate potential commitments of up to $2.25B including the delayed draw) replaces the prior JPMorgan facility and provides the capital structure backing the post‑closing private company operations. The new loans are secured and guaranteed by Holdings, OneStream parent entities and certain subsidiaries.