Private company

OneStream, Inc.

OneStream, Inc. is a prepackaged software services company.1 It is headquartered in Birmingham, Michigan.1

Last updated Oct 20, 2026.

Overview

$601.9MRevenue, fiscal 20252
-$50.3MNet income, fiscal 20252
  • IndustryServices-Prepackaged Software1
  • HeadquartersBirmingham, Michigan1
  • Business address191 N. Chester Street, Birmingham, Mi 480093
  • Filer categoryLarge accelerated filer3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

68.7%Gross margin2
-15.7%Operating margin2
-8.4%Net margin2
23.0%Revenue growth, 20252
-10.0%Return on equity2
$95.6MFree cash flow2

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue31¢$188.6M
  • Research and development22¢$130.6M
  • Other costs47¢$281.0M
  • Income tax0¢$1.7M

Out of $601.9M in revenue.2 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending1¢$1.0M
  • Kept or used elsewhere99¢$95.6M

Out of $96.7M of cash from operations.2

Financial statements

Revenue52$601.9M in 2025+115% since 2022
0$200.0M$400.0M$600.0M$800.0M2022: $279.3M$279.3M20222023: $374.9M$374.9M2023+34%2024: $489.4M$489.4M2024+31%2025: $601.9M$601.9M2025+23%
Gross profit52$413.3M in 2025+121% since 2022
0$200.0M$400.0M$600.0M2022: $186.8M$186.8M20222023: $260.4M$260.4M2023+39%2024: $310.1M$310.1M2024+19%2025: $413.3M$413.3M2025+33%
Operating income52-$94.8M in 2025+60% since 2022
-$400.0M-$300.0M-$200.0M-$100.0M02022: -$59.3M-$59.3M20222023: -$30.5M-$30.5M2023−49%2024: -$319.5M-$319.5M2024+947%2025: -$94.8M-$94.8M2025−70%
Net income52-$50.3M in 2025−23% since 2022
-$300.0M-$200.0M-$100.0M02022: -$65.5M-$65.5M20222023: -$28.9M-$28.9M2023−56%2024: -$216.2M-$216.2M2024+647%2025: -$50.3M-$50.3M2025−77%
Fiscal year20212022202320242025
Revenue$279.3M5$374.9M2$489.4M2$601.9M2
Cost of revenue$92.5M5$114.5M2$179.3M2$188.6M2
Gross profit$186.8M5$260.4M2$310.1M2$413.3M2
Research and development$43.1M5$55.3M2$156.8M2$130.6M2
Operating expenses$246.1M5$290.9M2$629.6M2$508.1M2
Operating income-$59.3M5-$30.5M2-$319.5M2-$94.8M2
Income before tax-$64.8M5-$27.5M2-$304.8M2-$65.9M2
Income tax$659.0K5$1.4M2$1.9M2$1.7M2
Net income-$65.5M5-$28.9M2-$216.2M2-$50.3M2

Compare OneStream, Inc. with another company

Corporate structure

OneStream, Inc. sits at the top of its group. 5 entities, 4 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of OneStream, Inc.

  • DARLINGTON PARTNERS CAPITAL MANAGEMENT, LP Filed SCHEDULE 13G/A on OneStream, Inc., latest May 15, 2026 (2 filings since Mar 25, 2025)
  • T. Rowe Price Investment Management, Inc. Filed SCHEDULE 13G/A on OneStream, Inc., latest May 15, 2026 (6 filings since Aug 12, 2024)
  • KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC Filed SCHEDULE 13G/A on OneStream, Inc., latest May 14, 2026 (5 filings since Oct 7, 2024)
  • NORGES BANK Filed SCHEDULE 13G/A on OneStream, Inc., latest May 11, 2026 (5 filings since Oct 15, 2024)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on OneStream, Inc., latest Mar 27, 2026 (5 filings since Nov 4, 2024)
  • Thomas Anthony Shea Filed SCHEDULE 13G/A on OneStream, Inc., latest Feb 13, 2026 (2 filings since Nov 12, 2024)
  • Champlain Investment Partners, LLC Filed SCHEDULE 13G on OneStream, Inc., latest Feb 12, 2026 (3 filings since Feb 13, 2025)
  • GLAZER CAPITAL, LLC Filed SCHEDULE 13G on OneStream, Inc., latest Feb 9, 2026
  • ALKEON CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on OneStream, Inc., latest May 14, 2025 (2 filings since Nov 13, 2024)
  • Craig Colby Filed SCHEDULE 13G/A on OneStream, Inc., latest May 14, 2025 (2 filings since Nov 12, 2024)
  • William A. Koefoed Filed SCHEDULE 13G/A on OneStream, Inc., latest Feb 13, 2025 (2 filings since Nov 12, 2024)
  • KKR Dream Holdings LLC Filed SCHEDULE 13G/A on OneStream, Inc., latest Feb 12, 2025 (2 filings since Nov 13, 2024)
  • OneStream, Inc. Birmingham, Michigan
    • OneStream Software (SA) Pty Ltd Subsidiary · South Africa
    • OneStream Software Proprietary Limited Subsidiary · Australia
    • OneStream Software Pvt Ltd Subsidiary · Singapore
    • OS Software de Mexico, S de RL de CV Subsidiary · Mexico

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What OneStream, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$18.9M2 Dec 31, 2025$18.3M2 Dec 31, 2024+3.0%
Accumulated depreciation$10.9M2 Dec 31, 2025$8.2M2 Dec 31, 2024+32.6%
Property and equipment, net$8.0M2 Dec 31, 2025$10.1M2 Dec 31, 2024−21.2%
Operating-lease assets (leased space)$12.8M2 Dec 31, 2025$16.7M2 Dec 31, 2024−23.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$693.6M2 Dec 31, 2025$544.2M2 Dec 31, 2024+27.5%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$12.5M2 Dec 31, 2025$9.3M2 Dec 31, 2024+35.2%
Intangible assets, net (excluding goodwill)$2.5M2 Dec 31, 2025$2.6M2 Dec 31, 2024−2.0%
Finite-lived intangibles, gross$4.5M2 Dec 31, 2025$3.3M2 Dec 31, 2024+36.4%
Accumulated amortization$2.0M2 Dec 31, 2025$700.0K2 Dec 31, 2024+185.7%
Finite-lived intangibles, net$2.5M2 Dec 31, 2025$2.6M5 Dec 31, 2024−2.0%

Properties, in its own words

Our corporate headquarters occupies approximately 23,500 square feet in Birmingham, Michigan under a lease that expires in 2032. In addition, we lease offices in cities across the United States and around the world, including in Australia, Europe and Singapore.

We believe that our current facilities are suitable and adequate to meet our immediate needs with the potential to accommodate expansion. We intend to add new facilities or expand our existing facilities as needed and we believe that suitable additional or substitute space will be available as needed.

Item 2 of the 10-K filed Feb 26, 2026.9

Leadership

Who has led OneStream, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (9)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • OS Software de Mexico, S de RL de CV Mexico4
  • OneStream Software (SA) Pty Ltd South Africa4
  • OneStream Software B.V. Netherlands4
  • OneStream Software LLC Delaware4
  • OneStream Software Limited United Kingdom4
  • OneStream Software Proprietary Limited Australia4
  • OneStream Software Pvt Ltd Singapore4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Apr 1, 20268-K Entered a material agreement; Ended a material agreement; Completed an acquisition or sale22
  2. Feb 26, 20268-K Results of operations23
  3. Jan 6, 20268-K Entered a material agreement; Shareholder vote; Other events24
  4. Jan 2, 20268-K Executive or director change25
  5. Dec 2, 20258-K Executive or director change; Regulation FD disclosure26
  6. Nov 6, 20258-K Results of operations27
  7. Oct 7, 20258-K Executive or director change28
  8. Aug 7, 20258-K Results of operations29
  9. May 22, 20258-K Shareholder vote30
  10. May 8, 20258-K Results of operations31
  11. Apr 8, 20258-K Executive or director change32
  12. Feb 11, 20258-K Results of operations33

Filings

267 filings to the SEC since October 2021: 3 annual reports, 5 quarterly reports, 15 major events, 138 insider forms, 38 large holders, 68 other. The latest 20:

  1. May 15, 2026SCHEDULE 13G/A EDGAR
  2. May 15, 2026SCHEDULE 13G/A EDGAR
  3. May 14, 2026SCHEDULE 13G/A EDGAR
  4. May 11, 2026SCHEDULE 13G/A EDGAR
  5. Apr 13, 202615-12G EDGAR
  6. Apr 7, 20264 EDGAR
  7. Apr 7, 20264 EDGAR
  8. Apr 7, 20264 EDGAR
  9. Apr 7, 20264 EDGAR
  10. Apr 7, 20264 EDGAR
  11. Apr 3, 20264/A EDGAR
  12. Apr 2, 20264 EDGAR
  13. Apr 2, 20264 EDGAR
  14. Apr 2, 20264 EDGAR
  15. Apr 2, 20264 EDGAR
  16. Apr 2, 20264 EDGAR
  17. Apr 2, 20264 EDGAR
  18. Apr 2, 20264 EDGAR
  19. Apr 2, 20264 EDGAR
  20. Apr 2, 20264 EDGAR

The 267 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

65 open-market trades by officers, directors and large owners since October 2021: 0 buys and 65 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 17, 2026Hohenstein KenChief Revenue OfficerSale10,000$23.62$236.2KForm 4
Mar 16, 2026Hohenstein KenChief Revenue OfficerSale49,204$23.58$1.2MForm 4
Mar 11, 2026McIntyre PamelaChief Accounting OfficerSale2,015$23.68$47.7KForm 4
Mar 11, 2026Leshinski ScottPresidentSale7,412$23.68$175.5KForm 4
Feb 17, 2026Hohenstein KenChief Revenue OfficerSale60,000$23.46$1.4MForm 4
Jan 16, 2026Hohenstein KenChief Revenue OfficerSale120,000$23.63$2.8MForm 4
Jan 8, 2026McIntyre PamelaChief Accounting OfficerSale6,505$23.58$153.4KForm 4
Jan 6, 2026MARINER JONATHAN DDirectorSale7,956$23.31$185.4KForm 4
Dec 16, 2025Hohenstein KenChief Revenue OfficerSale40,000$17.21$688.4KForm 4
Dec 15, 2025Koefoed William ASale9,571$17.73$169.7KForm 4
Dec 2, 2025MARINER JONATHAN DDirectorSale18,423$20.90$385.0KForm 4
Nov 17, 2025Hohenstein KenChief Revenue OfficerSale40,000$20.94$837.6KForm 4
Oct 16, 2025Hohenstein KenChief Revenue OfficerSale40,000$16.85$674.0KForm 4
Sep 19, 2025Kinzer JohnSee RemarksSale30,000$20.00$600.0KForm 4
Sep 16, 2025Hohenstein KenChief Revenue OfficerSale40,000$18.69$747.6KForm 4
Sep 15, 2025Koefoed William ASale8,943$19.03$170.2KForm 4
Sep 3, 2025MARINER JONATHAN DDirectorSale141$20.07$2.8KForm 4
Aug 18, 2025Hohenstein KenChief Revenue OfficerSale20,000$21.56$431.2KForm 4
Aug 4, 2025MARINER JONATHAN DDirectorSale6,630$23.53$156.0KForm 4
Jul 25, 2025Koefoed William ASale25,000$25.00$625.0KForm 4

All 65 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Thomas Shea55$497.9K$12.0M47
2024William Koefoed60$425.0K$10.1M47
2024Craig Colby55$425.0K$5.5M47
2023Chief Executive Officer$472.9K$5.7M47
2023President$422.9K$4.5M47
2023Chief Financial Officer$422.9K$4.0M47

SEC filer profile

How OneStream, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGAROneStream, Inc.1
  • CIK0001889956
  • Employer ID (EIN)87-31994789
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company9
  • Incorporated inDelaware9
  • Fiscal year endsDecember 311
  • Industry code (SIC)7372 Services-Prepackaged Software1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address191 N. Chester Street, Birmingham, MI 480091
  • Phone(248) 650-14901
  • Shares outstanding99,803,647 Common Class A shares; 55,694,730 Common Class C shares; 90,341,058 Common Class D shares as of Feb 23, 20269
  • Public float$2.5B as of Jun 30, 20259
  • AuditorErnst & Young LLP, Detroit, MI PCAOB ID 42; it also attests to the company’s internal control over financial reporting9
  • On EDGAR sinceFeb 7, 20241
  • Filings270 in all: 4 (109), 144 (35), 3 (24), SCHEDULE 13G/A (22), 8-K (14), SC 13G (9), CORRESP (6), SCHEDULE 13G (6)1
    All 34 form types

    10-Q (5), 3/A (4), SC 13G/A (3), UPLOAD (3), 10-K (2), 424B4 (2), DRS (2), DRS/A (2), EFFECT (2), S-1 (2), S-8 (2), S-8 POS (2), 10-K/A (1), 15-12G (1), 25-NSE (1), 4/A (1), 8-A12B (1), 8-K/A (1), ARS (1), CERT (1), DEF 14A (1), DEFA14A (1), DEFM14C (1), DRSLTR (1), PREM14C (1), S-1/A (1)

  • Latest filingsAnnual report (10-K) Feb 26, 2026
    Quarterly report (10-Q) Nov 6, 2025
    Proxy statement (DEF 14A) Apr 8, 2025
    Latest 8-K (8-K) Apr 1, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.0001 per shareOSThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Feb 26, 2026 (Section 12(b) of the Exchange Act).9

Risk factors and legal proceedings

The risks OneStream, Inc. names in Item 1A of its 10-K filed Feb 26, 2026: 69 risks under these headings, as written.9

  • Risks Related to the Mergers
  • The pendency of the Mergers could have an adverse effect on our business, operating results and financial condition, and the failure to complete the Mergers in a timely manner or at all could adversely affect our business, operating results, financial condition and the price of our Class A common stock.
  • While the Mergers are pending, we are subject to contractual restrictions that could impair our ability to make decisions, including by impairing our ability to respond to business and competitive pressures.
  • Litigation in connection with the Mergers could be costly, prevent consummation of the Mergers, divert management’s attention and otherwise harm our business
  • Risks Related to Our Business and Industry
  • Our rapid growth may not be sustainable or indicative of our future growth.
  • Our business could be harmed if we fail to manage our operations to support our rapid growth and potential future growth.
  • We have a history of operating losses and may not achieve or sustain profitability in the future.
  • We face intense competition and could lose market share to our competitors, which could adversely affect our business, operating results and financial condition.
  • If our industry does not continue to develop as we anticipate or if potential customers do not continue to adopt our platform and applications, our sales will not grow as quickly as expected, or at all, and our business, operating results and financial condition would be harmed.
  • If our platform or applications contain serious errors or defects, we might lose revenue and market acceptance and suffer harm to our reputation, and might incur costs to defend or settle product liability claims.
  • Our business depends substantially on our customers renewing their subscriptions and expanding their use of our platform. If our customers do not renew their subscriptions, if they renew on less favorable terms or if they do not add more products, solutions or users, our business, operating results and financial condition will be adversely affected.
The other 59 risks
  • Our sales cycles can be long and unpredictable, particularly with respect to large enterprises, and our sales efforts require considerable time and expense.
  • Our revenue growth depends in part on the success of our strategic relationships with third parties, including go-to-market and implementation partners, and if we are unable to establish and maintain successful relationships with them, our business, operating results and financial condition could be adversely affected.
  • We recognize revenue from SaaS subscriptions to our platform over the terms of these subscriptions. Consequently, increases or decreases in new sales may not be immediately reflected in our operating results and may be difficult to discern.
  • Our continued transition to a SaaS-based model could cause our operating results to fluctuate.
  • Changes in our pricing model could harm our business, operating results and financial condition.
  • Our quarterly results might fluctuate, and, if we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could decline substantially.
  • Seasonality causes our operating results and financial metrics to fluctuate from quarter to quarter and make them more difficult to predict.
  • If we fail to develop, maintain and enhance our brand and reputation cost-effectively, our business, operating results and financial condition may be adversely affected.
  • Sales to government entities and highly regulated organizations are subject to a number of challenges and risks.
  • The metrics and estimates we use to evaluate our performance are subject to inherent challenges in measurement, and real or perceived inaccuracies in those estimates may harm our reputation and negatively affect our business.
  • If we are unable to introduce and successfully implement enhancements, new features or modifications to our platform and existing core solutions, or introduce and successfully implement new applications, our business could be harmed.
  • If we are unable to successfully develop, implement and offer AI-enabled solutions on our platform or use AI technology in our business, our business, operating results, financial condition and growth prospects could be harmed.
  • Interruptions or performance problems associated with our platform and technology might harm our business, operating results, financial condition and reputation.
  • We provide service level commitments under our customer contracts. If we fail to meet these contractual commitments, we could be obligated to provide refunds or credits for future service, or face contract termination with refunds of prepaid amounts related to unused subscriptions, which could harm our business, operating results and financial condition.
  • We rely on a limited number of third-party data centers to deliver our cloud-based platform, and any disruption of service at these centers could harm our business.
  • If we are unable to ensure that our platform interoperates with a variety of third-party software applications, we may become less competitive and our business, operating results and financial condition may be harmed.
  • Incorrect or improper implementation or use of our platform, core solutions or applications could result in customer dissatisfaction and harm our business, operating results, financial condition and growth prospects.
  • If we or our implementation partners fail to provide sufficient high-quality training to enable our customers to realize significant business value from our platform, we may see a decrease in customer adoption of our platform.
  • Any failure to offer high-quality support for our platform might harm our relationships with our customers and our financial results.
  • We depend on our executive officers and other key employees and the loss of one or more of these employees could adversely affect our business.
  • The failure to attract and retain additional qualified personnel or to maintain our company culture could harm our business and prevent us from executing our business strategy.
  • Unfavorable macroeconomic conditions that impact us or our customers or potential customers could adversely affect our business, operating results, financial condition and growth prospects.
  • We may need additional capital, and we cannot be certain that additional financing will be available on favorable terms, or at all.
  • We have in the past acquired and invested in, and may, in the future, acquire or invest in, other businesses, products or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results.
  • From time to time, we may be subject to legal proceedings, regulatory disputes and government investigations that could cause us to incur significant expenses, divert our management’s attention and materially harm our business, operating results and financial condition.
  • Our indemnification obligations and limitations of our director and officer liability insurance may have a material adverse effect on our operating results, financial condition and cash flows.
  • Risks Related to our International Operations
  • Our long-term success depends, in part, on our ability to expand the sales of our platform to customers located outside of the United States, and thus our business is susceptible to risks associated with international sales and operations.
  • We are subject to governmental export and import controls that could impair our ability to compete in international markets due to licensing requirements and subject us to liability if we are not in full compliance with applicable laws.
  • We are subject to the U.S. Foreign Corruption Practices Act, or FCPA, and similar anti-corruption and anti-bribery laws, and anti-money laundering and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, operating results and financial condition.
  • We may face exposure to foreign currency exchange rate fluctuations.
  • Risks Related to our Technology and Intellectual Property
  • If our security controls or those of our vendors are breached or unauthorized, unlawful or inadvertent access to customer data or other data we maintain or process is otherwise obtained, or if the information systems on which we rely experience any other type of cybersecurity incident, or any technical failure that compromises our information or operations, our platform and applications might be perceived as insecure, we might lose existing customers or fail to attract new customers, and we might incur significant liabilities.
  • We could incur substantial costs in expanding, protecting or defending our intellectual property rights, and any failure to obtain, maintain, protect or enforce our intellectual property rights could impair our ability to protect our proprietary technology and our brand.
  • Assertions against us by third parties alleging infringement or misappropriation of their intellectual property rights or confidential know-how could result in significant costs and could materially and adversely affect our business, operating results and financial condition.
  • We use open source software in our platform, which could negatively affect our ability to offer our products and subject us to litigation or other adverse consequences.
  • If we are unable to protect the confidentiality of our trade secrets, our business and competitive position may be harmed.
  • We may be subject to claims that our employees, consultants or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property.
  • If we fail to comply with our obligations under license or technology agreements with third parties or are unable to license rights to use technologies on reasonable terms, we may be required to pay damages and could potentially lose license rights that are critical to our business.
  • Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.
  • Risks Related to Regulation and Taxation
  • Privacy, data protection and cybersecurity concerns, and data collection and transfer restrictions and related domestic or foreign regulations may limit the use and adoption of our platform and adversely affect our business, operating results and financial condition.
  • Changes in laws and regulations related to the Internet and cloud computing or changes to Internet infrastructure might diminish the demand for our platform and could have a negative impact on our business.
  • The requirements of being a public company might strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified board members.
  • Our operating results may be harmed if we are required to collect taxes in jurisdictions where we have not historically done so.
  • Our international operations subject us to potentially adverse tax consequences.
  • The enactment of domestic or international legislation implementing tax law changes or the adoption of other domestic or international tax reform policies could materially impact our operating results and financial condition.
  • Risks Related to our Organizational Structure
  • Our principal asset is our interest in OneStream Software LLC, and we depend on OneStream Software LLC and its consolidated subsidiaries for our operating results, cash flows and distributions.
  • Our ability to pay taxes and expenses, including payments under the TRA, might be limited by our structure.
  • If the Mergers do not close, we might be required to pay the TRA Members for certain tax benefits we might claim, and the payments we might be required to make could be substantial.
  • Our organizational structure, including the TRA, confers certain benefits upon the TRA Members, including KKR, which do not benefit Class A common stockholders to the same extent as it benefits the TRA Members, and imposes additional costs on us.
  • Generally, we will not be reimbursed for any payments made to TRA Members under the TRA in the event that any tax benefits are disallowed.
  • The disparity between the U.S. corporate tax rate and the U.S. tax rate applicable to non-corporate members of OneStream Software LLC might complicate our ability to maintain our capital structure, which could impose transaction costs on us and require management attention.
  • Risks Related to Ownership of Our Class A Common Stock
  • Our Class C common stock and Class D common stock are entitled to ten votes per share, which has the effect of concentrating voting control with the holders of our Class C common stock and Class D common stock, including KKR and our co-founder and chief executive officer. This limits or precludes our other stockholders’ ability to influence corporate matters and may have a negative impact on the price of our Class A common stock.
  • KKR controls us, and its interests may conflict with our or our Class A common stockholders’ interests.
  • Although we do not rely on the “controlled company” exemption under the rules and regulations of the Nasdaq Stock Market, we have the right to use such exemption and therefore could in the future avail ourselves of certain reduced corporate governance requirements.
  • Our stock price might be volatile or might decline regardless of our operating performance, resulting in substantial losses for investors.
  • Substantial future sales of shares of our Class A common stock, or the perception that such sales may occur, could cause the market price of our Class A common stock to decline.
  • If securities or industry analysts do not publish research or reports about our business or if they downgrade our stock or our sector, or if there is any fluctuation in our credit rating, our stock price and trading volume could decline.
  • We do not intend to pay dividends to the holders of our Class A common stock for the foreseeable future.
  • Anti-takeover provisions in our governing documents could make an acquisition of us difficult, limit attempts by our stockholders to replace or remove our current management and depress the market price of our Class A common stock.
  • Our bylaws designate the Delaware Court of Chancery as the exclusive forum for substantially all disputes between us and our stockholders, and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders or employees.

Legal proceedings

From time to time we are involved in various legal proceedings arising from the normal course of business, including the 2025 Derivative Action (as defined below). We are also involved in legal proceedings related to the Mergers. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. We are not presently a party to any litigation, including but not limited to the 2025 Derivative Action and the Merger Lawsuit (as defined below), the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition.

The opening of Item 3, Legal Proceedings.9

Sources

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