Hohenstein Ken 4
4 · OneStream, Inc. · Filed Apr 2, 2026
Research Summary
AI-generated summary of this filing
OneStream (OS) CRO Ken Hohenstein Cashes Out 2.91M Shares
What Happened
Ken Hohenstein, Chief Revenue Officer of OneStream, had a total of 2,913,494 shares and equivalent awards disposed to the issuer on April 1, 2026 as part of a corporate merger. Under the merger agreement, each Class A share was cancelled and converted into $24.00 in cash per share. The conversion of the reported positions (including common shares, restricted stock units, vested and unvested options, and common units) yields gross consideration of approximately $69,923,856 before applicable withholding taxes. This was a merger cash-out (disposition to the issuer), not an open-market sale.
Key Details
- Transaction date: April 1, 2026; Form 4 filed April 2, 2026 (appears timely).
- Per-share cash consideration: $24.00 (per Merger Agreement).
- Shares/equivalents converted: 2,913,494 total. Estimated gross proceeds: ~$69.9 million (before withholding taxes).
- Holdings after transaction: Class A common shares were cancelled at the Effective Time; unvested RSUs and unvested options were converted into contingent cash rights that remain subject to original vesting terms. Vested options were converted into a cash payment equal to the spread (if any) between the per-share price and the exercise price.
- Notable footnotes: transactions are the result of an Agreement and Plan of Merger (F1); Class A shares converted to $24/share (F2); RSUs/options/common units converted to cash or contingent cash awards with vesting terms preserved where noted (F3, F5–F7). The reporting person may have had voting/dispositive power over shares held in trusts/LLCs prior to conversion (F4, F8).
- Taxes/withholding: amounts are stated before applicable withholding taxes (per footnotes).
Context
This is a routine merger-related conversion of equity into cash consideration rather than a discretionary insider sale. For retail investors, note that such dispositions reflect transaction mechanics of the corporate acquisition (cash-out at the agreed price) and do not necessarily signal voluntary insider selling or company performance judgments.
Insider Transaction Report
Form 4Exit
Hohenstein Ken
Chief Revenue Officer
Transactions
- Disposition to Issuer
Class A Common Stock
[F1][F2]2026-04-01−821,198→ 0 total - Disposition to Issuer
Class A Common Stock
[F1][F3]2026-04-01−209,373→ 0 total - Disposition to Issuer
Class A Common Stock
[F1][F2][F4]2026-04-01−790,279→ 0 total(indirect: See Footnote) - Disposition to Issuer
Stock Option (right to buy)
[F1][F5]2026-04-01−6→ 0 totalExercise: $10.65Exp: 2031-12-04→ Class A Common Stock (6 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F5]2026-04-01−11,974→ 0 totalExercise: $10.65Exp: 2033-03-05→ Class A Common Stock (11,974 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F6]2026-04-01−116,534→ 0 totalExercise: $10.65Exp: 2033-03-05→ Class A Common Stock (116,534 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F5]2026-04-01−119,752→ 0 totalExercise: $14.51Exp: 2034-03-10→ Class A Common Stock (119,752 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F6]2026-04-01−220,570→ 0 totalExercise: $14.51Exp: 2034-03-10→ Class A Common Stock (220,570 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F5]2026-04-01−59,927→ 0 totalExercise: $20.00Exp: 2034-07-22→ Class A Common Stock (59,927 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1][F6]2026-04-01−99,879→ 0 totalExercise: $20.00Exp: 2034-07-22→ Class A Common Stock (99,879 underlying) - Disposition to Issuer
Common Units
[F7][F1][F8]2026-04-01−464,002→ 0 total(indirect: By LLC)→ Class D Common Stock (464,002 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]Pursuant to the Merger Agreement, at the effective time of the Mergers (the "Effective Time"), each share of Issuer Class A Common Stock 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]Represents an equal number of restricted stock units ("RSUs"). At 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) 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.
- [F4]Shares held by the Hohenstein Purple Elephant 2019 Irrevocable Grantor Trust (the "Hohenstein Purple Elephant Trust"). The Reporting Person may be deemed to have voting and dispositive power over the shares held by the Hohenstein Purple Elephant Trust.
- [F5]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 such option, less applicable withholding taxes.
- [F6]At the Effective Time, each unvested option was cancelled and converted into the contingent right to receive a cash award, 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. The vesting terms and conditions applicable to the unvested option as of immediately prior to the Mergers will remain in effect following the Mergers.
- [F7]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.
- [F8]The Reporting Person may be deemed to have voting and dispositive power over the shares held by CaitRyan LLC and the Hohenstein Purple Elephant 2019 Irrevocable Grantor Trust.
Signature
/s/ Holly Koczot, attorney-in-fact|2026-04-02