OneStream CRO Exercises Options, Sells $688,000 Weeks Before $6.4 Billion Buyout Deal
Key Points
Ken Hohenstein exercised and sold 40,000 shares for a transaction value of $688,400 on Dec. 16, 2025.
This transaction represented 2.2% of his total holdings at the time.
The sale was executed directly, with no involvement of indirect entities, and resulted from an option exercise with immediate disposition.
Trade size and cadence align with Hohenstein's recent pattern of 40,000-share transactions, reflecting reduced remaining capacity rather than an escalation in activity.
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On Dec. 16, 2025, Ken Hohenstein, Chief Revenue Officer of OneStream (NASDAQ:OS), exercised 40,000 options and immediately sold the resulting shares in an open-market transaction, according to a SEC Form 4 filing.
Transaction summary
| Metric | Value |
|---|---|
| Shares sold | 40,000 |
| Shares sold (direct) | 40,000 |
| Transaction value | $688,400 |
| Post-transaction shares (direct) | 990,961 |
| Post-transaction shares (indirect) | 790,279 |
| Post-transaction value (direct ownership) | $17.5 million |
Transaction value based on SEC Form 4 weighted average purchase price ($17.21); post-transaction value based on Dec. 16, 2025 market close price as reported in the filing.
Key questions
- How significant was the transaction relative to Hohenstein's total and direct holdings?
The transaction reduced his directly held shares from 1,030,961 to 990,961, with indirect holdings unchanged at 790,279. - Was this sale part of a broader pattern or a deviation from typical behavior?
The 40,000-share transaction is consistent with Hohenstein's recent cadence, as each of his last four administrative trades (option exercises) since September 2025 involved 40,000 shares, matching the median for recent months. - What was the derivative context and how did it affect the nature of the transaction?
This sale resulted from the exercise of 40,000 options for Class A Common Stock, immediately sold in the open market, indicating the transaction was liquidity-driven rather than a direct reduction of previously owned common shares. - How did the timing of this trade relate to market conditions and available capacity?
The sale was executed at a price of $17.21 per share on Dec. 16, 2025, in the context of a one-year price decline of 37.90% as of that date; the reduced size of recent transactions reflects a drop in remaining share capacity rather than a voluntary moderation in selling pace.
Company overview
| Metric | Value |
|---|---|
| Revenue (TTM) | $570.7 million |
| Net income (TTM) | ($82.7 million) |
| Employees | 1,500 |
| 1-year price change | -17.13% |
Note: 1-year price change calculated using Jan. 5, 2026 as the reference date.
Company snapshot
- Offers a unified, AI-enabled Digital Finance Cloud platform with solutions for financial close, consolidation, planning, analysis, and reporting.
- Serves enterprises, mid-market organizations, and government entities seeking advanced financial management and analytics capabilities.
OneStream operates at scale with a focus on delivering extensible, cloud-based financial software solutions to organizations with complex reporting and planning needs. The company leverages artificial intelligence and automation to streamline financial processes and drive operational efficiency for its clients. Its differentiated platform and focus on unified analytics position it competitively within the enterprise software sector.
What this transaction means for investors
OneStream's chief revenue officer executed this routine exercise-and-sell transaction in mid-December -- just three weeks before the company announced it's going private in a $6.4 billion buyout agreement. Ken Hohenstein sold the shares at under a pre-arranged Rule 10b5-1 trading plan, which allows executives to schedule stock sales in advance to avoid concerns about trading on material nonpublic information.
On Jan. 6, OneStream announced a definitive agreement to be acquired by private equity firm Hg Capital for $24 per share in cash, sending the stock surging. The deal values the company at approximately $6.4 billion and represents a 31% premium to the Jan. 5 closing price. The transaction is expected to close in the first half of 2026, at which point OneStream will become a privately held company and its shares will no longer trade publicly.
For current OneStream shareholders, the buyout effectively caps the stock's upside at $24 per share, assuming the deal closes as expected. Investors who hold shares through the transaction close will receive $24 in cash per share, representing a significant premium over recent trading levels.
Investors seeking continued exposure to enterprise financial planning software have limited pure-play public options, as most competitors like Oracle, SAP, and Workday offer these capabilities as part of larger enterprise software portfolios. The OneStream buyout reflects broader private equity interest in mid-sized software companies with strong recurring revenue but challenged public market valuations.
Glossary
Option exercise: The act of using a stock option to buy company shares at a set price.
Open-market transaction: Buying or selling securities on a public exchange where prices are determined by supply and demand.
SEC Form 4: A required filing that reports insider trades by company officers, directors, or significant shareholders.
Direct ownership: Shares held personally by an individual, not through trusts or other entities.
Indirect ownership: Shares owned through another entity, such as a trust or family member, rather than directly.
Disposition: The act of selling or otherwise transferring ownership of an asset.
Derivative context: Refers to transactions involving financial contracts like options, whose value is based on underlying assets.
Liquidity-driven: A transaction motivated by the need to access cash, not necessarily by investment outlook.
Weighted average purchase price: The average price paid per share, adjusted for the number of shares bought at each price.
Cadence: The regular pattern or frequency of transactions over time.
Capacity (in trading): The remaining number of shares available for sale or exercise by an individual.
TTM: The 12-month period ending with the most recent quarterly report.
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Sara Appino has no position in any of the stocks mentioned. The Motley Fool has positions in and recommends Oracle and Workday. The Motley Fool recommends SAP. The Motley Fool has a disclosure policy.
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