Hohenstein Ken 4

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.