Kinzer John 4
4 · OneStream, Inc. · Filed Apr 2, 2026
Research Summary
AI-generated summary of this filing
OneStream (OS) Director John Kinzer Sells Shares in Merger Cash-Out
What Happened
John Kinzer (Director; listed as Interim Chief Financial Officer) disposed of a total of 580,959 underlying company interests on April 1, 2026. The dispositions were not open‑market sales but conversions into cash under the merger agreement—each share/RSU/unit/option was converted at the per‑share price of $24.00, resulting in aggregate gross consideration of approximately $13,943,016. The Form 4 lists the transactions as "Disposition to the issuer (D)" and shows N/A for a trade price because the amounts were paid as merger consideration.
Key Details
- Transaction date: April 1, 2026; Form 4 filed April 2, 2026 (timely filing).
- Instruments disposed (from the filing): 94,607; 7,130; 30,000; 270,997 (derivative); 50,000 (derivative); 128,225 (derivative) — total 580,959.
- Conversion price per share (per merger footnotes): $24.00; total cash value ≈ $13.94 million before tax withholding.
- Nature of dispositions: conversion/cancellation of Class A shares, restricted stock units (RSUs), vested options/common units into cash under the Merger Agreement.
- Holdings after the transaction: not specified in the Form 4. Some shares were held via the John E. Kinzer Trust (footnote).
- Filing shows code D (disposition to issuer); not a 10b5‑1 open‑market sale—this was a contractual cash-out tied to the merger.
Context
These were merger-related cash conversions (not market sales). RSUs and director RSU awards were cancelled and converted into cash based on the $24 per‑share merger consideration; vested options and units were similarly cashed out per the agreement. Because the payments resulted from the company’s acquisition/merger mechanics, they don’t reflect a routine insider decision to sell on the open market and are primarily the contractual result of the deal.
Insider Transaction Report
Form 4Exit
Kinzer John
DirectorSee Remarks
Transactions
- Disposition to Issuer
Class A Common Stock
[F1][F2]2026-04-01−94,607→ 0 total - Disposition to Issuer
Class A Common Stock
[F1][F3]2026-04-01−7,130→ 0 total - Disposition to Issuer
Class A Common Stock
[F1][F4][F5]2026-04-01−30,000→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Units
[F6][F1][F5]2026-04-01−270,997→ 0 total(indirect: See Footnote)→ Class D Common Stock (270,997 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F7]2026-04-01−50,000→ 0 totalExercise: $10.65Exp: 2032-02-21→ Class A Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F8]2026-04-01−128,225→ 0 totalExercise: $20.00Exp: 2034-07-22→ Class A Common Stock (128,225 underlying)
Footnotes (8)
- [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.
- [F2]Represents an equal number of restricted stock units ("RSUs"). Pursuant to an Offer Letter, dated December 1, 2025, between Mr. Kinzer and Issuer, at the effective time of the Mergers (the "Effective Time"), each unvested RSU award was cancelled and converted into the contingent right to receive a cash award, without interest, equal to the product of (a) $24.00 (the "Per Share Price") multiplied by (b) the total number of shares of Issuer's Class A Common Stock covered by such RSU award, less applicable withholding taxes. The vesting terms and conditions applicable to the unvested RSU awards as of immediately prior to the Mergers will remain in effect following the Mergers.
- [F3]Represents an equal number of restricted stock units ("RSUs"). Pursuant to Issuer's outside director compensation policy, immediately before the Effective Time, each RSU award held by a non-employee director that was outstanding and unvested as of immediately before the Effective Time (a "Director RSU Award") accelerated and became fully vested. At the Effective Time, each Director RSU Award was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the Per Share Price multiplied by (b) the total number of shares of Issuer's Class A Common Stock covered by such Director RSU Award, less applicable withholding taxes.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each share of Issuer Class A Common Stock was cancelled and converted into the right to receive the Per Share Price, without interest, less applicable withholding taxes.
- [F5]The shares are held by the John E. Kinzer Trust, of which the Reporting Person is a trustee.
- [F6]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, less applicable withholding taxes. Each corresponding share of Class C Common Stock was cancelled and converted into the right to receive $0.0001 in cash, without interest, less applicable withholding taxes.
- [F7]At the Effective Time, each vested option was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the option multiplied by (b) the excess, if any, of the Per Share Price over the exercise price per share of the option, less applicable withholding taxes.
- [F8]Pursuant to Issuer's outside director compensation policy, immediately prior to the Effective Time, the shares subject to the option became fully vested and immediately exercisable. At the Effective Time, the option was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the option multiplied by (b) the excess, if any, of the Per Share Price over the exercise price per share of such option, less applicable withholding taxes.
Signature
/s/ Holly Koczot, attorney-in-fact|2026-04-02