OneStream Confirms $6.4 Billion All-Cash Acquisition by Hg at $24.00 Per Share

summarizeSummary

OneStream, Inc. has filed its annual report, confirming the definitive merger agreement to be acquired by affiliates of Hg for approximately $6.4 billion in an all-cash transaction, with shareholders receiving $24.00 per share. The filing also details strong financial performance for FY 2025, including significant revenue growth and improved profitability.

check_boxKey Events

• Definitive Merger Agreement Confirmed

  OneStream has entered into a definitive merger agreement to be acquired by affiliates of Hg for approximately $6.4 billion in equity value. Shareholders will receive $24.00 per share in cash, with the transaction expected to close in the first half of 2026.

• Strong FY 2025 Financial Performance

  For the year ended December 31, 2025, total revenue increased by 23% to $601.9 million, with subscription revenue growing 28% to $550.0 million. The company significantly reduced its net loss to $(67.7) million from $(306.7) million in 2024, and achieved a non-GAAP operating income of $27.1 million, up from $1.2 million in 2024. Annual Recurring Revenue (ARR) grew 23% to $698.9 million, and total customers increased by 13% to 1,805.

• Tax Receivable Agreement (TRA) Termination

  Concurrently with the merger agreement, an amendment to the Tax Receivable Agreement (TRA) was executed, ensuring its automatic termination upon the consummation of the mergers, with no payments made under the TRA. This eliminates a potential future liability, estimated at $193.2 million if the merger were not to close.

• CFO Transition and 10b5-1 Plan

  William Koefoed resigned as Chief Financial Officer effective December 31, 2025, with John Kinzer appointed as interim CFO on January 1, 2026. Mr. Koefoed adopted a Rule 10b5-1 trading arrangement on December 5, 2025, to sell up to 1,226,117 shares of Class A common stock by December 31, 2026.

auto_awesomeAnalysis

This annual report confirms the definitive merger agreement for OneStream to be acquired by affiliates of Hg for approximately $6.4 billion in an all-cash transaction, with shareholders receiving $24.00 per share. This is a thesis-altering event as the company will cease to be publicly traded. The filing also details robust financial performance for fiscal year 2025, including substantial growth in total revenue and subscription revenue, and a significant reduction in net loss, indicating strong operational health leading up to the acquisition. A key financial benefit of the merger is the automatic termination of the Tax Receivable Agreement, eliminating a substantial potential future liability. The CFO transition and associated 10b5-1 plan are contextualized by the impending acquisition, likely related to the company going private.