KKR Americas XII AIV GP LLC 4

What Happened

• KKR Dream Holdings LLC (reported as a 10% owner) disposed of multiple derivative securities tied to OneStream on April 1, 2026 in connection with the completion of a merger. The filing lists aggregate dispositions of 94,520,232 derivative interests (various Common Units/Class D/Class C-related instruments).
• Per the Merger Agreement, many of these instruments were cancelled and converted into cash: Class D shares and Common Units were converted at $24.00 per share/unit (the "Per Share Price"); certain corresponding Class C shares were cancelled for $0.0001 each. The cash consideration for the converted instruments is approximately $2.27 billion. This was a corporate transaction (merger conversion), not an open-market sale.

Key Details

• Transaction date: April 1, 2026; Form 4 filed April 7, 2026 (appears later than the typical 2-business-day Section 16 filing window).
• Price / consideration: $24.00 per Class D share/Common Unit (per Merger Agreement); Class C shares converted to $0.0001 each (see Footnotes F2–F3).
• Total reported dispositions: 94,520,232 derivative interests — roughly $2.27 billion in cash consideration based on $24.00/unit where applicable.
• Shares owned after transaction: the reported derivative positions were cancelled/converted at the Effective Time; the filing reports these as dispositions (effectively removing those holdings).
• Notable footnotes: F1–F3 explain the two-step mergers and conversion mechanics; F4–F17 detail the KKR ownership structure and which feeder entities held the securities. F18 states the reporting persons disclaim beneficial ownership except for pecuniary interest.
• Nature of transaction: institutional disposition due to a merger (derivative conversion), not an executive open-market sale. The Form 4 lists multiple affiliate reporting persons (see Remarks).

Context

• This is a merger-driven liquidation of holdings by a large institutional holder (KKR affiliates); it reflects deal consideration paid under the Merger Agreement rather than trading sentiment. For retail investors, merger conversions like this remove those holdings from the public cap table and deliver agreed cash consideration to the holders.