Annual report
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42187 OneStream, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 87-3199478 ( State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 191 N. Chester Street Birmingham, Michigan 48009 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (248) 650-1490 Securities registered pursuant to Section 12(b) of the Act: Title of each class TradingSymbol(s) Name of each exchange on which registered Class A common stock, par value $0.0001 per share OS The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of $28.30 for shares of the Registrant’s Class A common stock on June 30, 2025, the last business day of the Registrant’s most recently completed second quarter and as reported by the Nasdaq Global Select Market on such date, was approximately $2.5 billion. Shares of the Registrant’s Class A common stock held by each executive officer and director and by each other person who may be deemed to be an affiliate of the Registrant have been excluded from this computation. This calculation does not reflect a determination that certain persons are affiliates of the Registrant for any other purpose. As of February 23, 2026, the Registrant had 99,803,647 shares of Class A common stock, par value $0.0001 per share, 55,694,730 shares of Class C common stock, par value $0.0001 per share, and 90,341,058 shares of Class D common stock, par value $0.0001 per share, outstanding. Documents Incorporated by Reference The Registrant intends to file with the Securities and Exchange Commission, not later than 120 days after the close of its fiscal year ended December 31, 2025, a definitive proxy statement or an amendment to this report filed under cover of Form 10-K/A containing the information required to be disclosed under Part III of Form 10-K.
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i TABLE OF CONTENTS Page PART I Item 1. Business 7 Item 1A. Risk Factors 20 Item 1B. Unresolved Staff Comments 62 Item 1C. Cybersecurity 62 Item 2. Properties 63 Item 3. Legal Proceedings 63 Item 4. Mine Safety Disclosures 64 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 65 Item 6. [Reserved] 66 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 67 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 84 Item 8. Financial Statements and Supplementary Data 84 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 119 Item 9A. Controls and Procedures 119 Item 9B. Other Information 120 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 120 PART III Item 10. Directors, Executive Officers and Corporate Governance 121 Item 11. Executive Compensation 121 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 121 Item 13. Certain Relationships and Related Transactions, and Director Independence 121 Item 14. Principal Accounting Fees and Services 121 PART IV Item 15. Exhibits and Financial Statement Schedules 122 Item 16. Form 10-K Summary 124
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1 GLOSSARY Certain Definitions As used in this report, unless expressly indicated or the context otherwise requires, references to: • “OneStream,” “we,” “us,” “our,” the “Company” and similar references refer to (1) OneStream Software LLC and its consolidated subsidiaries prior to the consummation of the Reorganization Transactions and the IPO and (2) OneStream, Inc. and its consolidated subsidiaries, including OneStream Software LLC, after the consummation of the Reorganization Transactions and the IPO. • “Amended LLC Agreement” refers to OneStream Software LLC’s sixth amended and restated operating agreement, which became effective as part of the Reorganization Transactions. • “Blocker Mergers” refers to the acquisition by OneStream, Inc. of LLC Units held by the Former Members and in exchange for which OneStream, Inc. issued shares of Class D common stock. • “Continuing Members” refers to certain KKR entities, all other pre-IPO members of OneStream Software LLC that were not party to the Blocker Mergers and all pre-IPO members that held incentive compensation units of OneStream Software LLC immediately prior to the Reorganization Transactions. • “Disinterested Majority” refers, with respect to a potential redemption of LLC Units, to the majority of OneStream, Inc.’s board of directors who are disinterested, as determined by OneStream, Inc.’s board of directors in accordance with the General Corporation Law of the State of Delaware, or the DGCL, which must exclude any director who is (1) the beneficial owner of the LLC Units to be redeemed, (2) affiliated with the beneficial owner of such LLC Units or (3) serving on OneStream, Inc.’s board of directors as a nominee of the beneficial owner of such LLC Units or its affiliates. • “DataSense” refers to DataSense LLC. • “Former Members” refers to certain pre-IPO members of OneStream Software LLC that were corporations that merged with and into OneStream, Inc. as part of the Reorganization Transactions and that contributed their LLC Units to OneStream, Inc. in exchange for shares of Class D common stock. The Former Members include all pre-IPO members of OneStream Software LLC that are not Continuing Members following the Reorganization Transactions, including certain affiliates of KKR. • “IPO” refers to the initial public offering of OneStream, Inc., completed on July 25, 2024. • “IPO Synthetic Secondary” refers to the use of the net proceeds from the sale of 3,006,037 shares of Class A common stock by OneStream, Inc. in the IPO to purchase an equal number of issued and outstanding LLC Units (and purchase and cancel an equal number of shares of Class C common stock) from KKR Dream Holdings LLC and certain other Continuing Members at a purchase price per LLC Unit equal to the IPO price per share of Class A common stock, net of underwriting discounts and commissions. • “KKR” refers to KKR Dream Holdings LLC and affiliated entities. KKR is both a Former Member and a Continuing Member. • “LLC Units” refers to the single class of non-voting common units of OneStream Software LLC. • “Merger Agreement” refers to the Agreement and Plan of Merger, dated January 6, 2026 (as it may be amended from time to time), between Parent, Merger Sub I and Merger Sub II (each as defined therein), OneStream, Inc. and OneStream Software LLC. “Parent,” “Merger Sub I” and “Merger Sub II” (together with Merger Sub I, the “Merger Subs”) are each affiliates of Hg, a leading investor in software, services and data businesses.
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2 • “Mergers” refer to the mergers contemplated by the Merger Agreement. • “Option Modification” refers to the amendment, in connection with the Reorganization Transactions, of then outstanding common unit options granted under the 2019 Common Unit Option Plan to remove the forfeiture provision. • “Reorganization Transactions” refers to the internal reorganization completed in connection with the IPO, following which OneStream, Inc. manages and operates the business and controls the strategic decisions and day-to-day operations of OneStream Software LLC as sole manager and includes the operations of OneStream Software LLC in its consolidated financial statements. • “Secondary Offering” refers to the sale by the Company and certain selling stockholders of Class A common stock that was initially completed on November 18, 2024 and the underwriters’ subsequent exercise in full of their option to purchase additional shares of Class A common stock that was completed on November 27, 2024. • “Secondary Offering Synthetic Secondary” refers to the use of the net proceeds from the sale of 6,892,009 shares of Class A common stock by OneStream, Inc. in the Secondary Offering to purchase an equal number of issued and outstanding LLC Units (and purchase and cancel an equal number of shares of Class C common stock) from KKR Dream Holdings LLC at a purchase price per LLC Unit equal to the public offering price per share of Class A common stock, net of underwriting discounts and commissions. • “SaaS” refers to software-as-a-service. • “SEC” refers to the Securities and Exchange Commission. • “TRA” refers to that certain Tax Receivable Agreement by and among OneStream, Inc., OneStream Software LLC and the other TRA Members, which became effective in connection with the Reorganization Transactions and the IPO. • “TRA Members” refers to the parties to the Tax Receivable Agreement, which include KKR and other Continuing Members and certain Former Members.
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3 RISK FACTORS SUMMARY Investing in our Class A common stock involves numerous risks, including those set forth below. This summary does not contain all of the information that may be important to you, and you should read this risk factor summary together with the more detailed discussion of risks and uncertainties set forth in Part I, Item 1A. Risk Factors of this report. Below are summaries of some of these risks, any one of which could materially adversely affect our business, financial condition, results of operations, and prospects. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. Our Risk Factors are not guarantees that no such conditions exist as of the date of this report and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part. • 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. • 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. • 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.
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4 • 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. • 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. • 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. • 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. • 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. • 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. • 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. • Our certificate of incorporation contains provisions renouncing our interest and expectation to participate in certain corporate opportunities presented to KKR or its affiliates, other than those presented to representatives of KKR or its affiliates in their capacity as members of our board of directors, or as officers, employees or other service providers of our company, which could create conflicts of interest and have a material adverse effect on our business, operating results, financial condition and prospects if attractive corporate opportunities are allocated by KKR to itself, its affiliates or third parties instead of to us. Our Risk Factors are not guarantees that no such conditions exist as of the date of this report and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part.
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5 FORWARD-LOOKING STATEMENTS This report contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. The forward-looking statements in this report, other than the statements regarding the Mergers with Parent, do not assume the consummation of the Mergers unless specifically stated otherwise. Forward-looking statements contained in this report include statements about: • the Mergers, including our expectations regarding the timing of the completion of the Mergers; • our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses and ability to achieve and maintain future profitability; • our business model, including our continued transition to a SaaS-based model; • our ability to effectively manage our growth and expand our operations; • our ability to attract and retain customers and expand the number of users on our platform; • our ability to implement changes and enhancements to our pricing model; • our ability to attract and retain partners and expand our partner relationships; • anticipated trends in our business and industry; • our ability to remain competitive as we continue to scale our business; • our international expansion plans and ability to expand internationally; • our ability to develop new core solutions and applications, or enhancements to our existing platform features and functionality, and bring them to market in a timely manner; • our ability to maintain the security and availability of our platform; • our ability to hire and retain experienced, talented and diverse employees; • our ability to maintain and enhance our brand; • our future acquisitions or strategic investments in complementary companies, products or technologies; • the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements, and our expectations regarding our future capital requirements and needs for additional financing; • our ability to comply with laws and regulations that currently apply or become applicable to our business both in the United States and internationally, including with respect to privacy, data protection and cybersecurity; • our expectations regarding our ability to obtain, maintain, enforce, defend and enhance our intellectual property rights;
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6 • general economic conditions, including U.S. and foreign government tariffs, and their impact on demand for our platform; and • the amount and timing of any payments we may make under the TRA. We caution you that the foregoing list may not contain all of the forward-looking statements made in this report. You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this report primarily on our current expectations and projections about future events and trends that we believe may affect our business, operating results, financial condition and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in the section titled “Risk Factors” and elsewhere in this report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. The forward-looking statements made in this report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this report to reflect events or circumstances after the date of this report or to reflect new information or the occurrence of unanticipated events, except as required by law. You should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
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7 PART I Item 1. Business. Overview OneStream delivers a unified, AI-enabled and extensible software platform—the Digital Finance Cloud—that modernizes and increases the strategic impact of the Office of the CFO. Our platform unifies core financial and broader operational data and processes within a single platform, with solutions that maintain the integrity of corporate reporting standards for Finance while providing operationally significant insights for business users. With native AI and machine learning capabilities built specifically for Finance, our platform automates and streamlines workflows, accelerates analysis and improves forecast accuracy, equipping the Office of the CFO to report, predict and guide business performance. Our platform’s extensible architecture also enables customers to rapidly adopt and develop new solutions that meet the unique and continually evolving needs of their business. The Digital Finance Cloud empowers the Office of the CFO to form a comprehensive, dynamic and predictive view of the entire enterprise, providing corporate leaders the control, visibility and agility required to proactively adjust business strategy and day-to-day execution. Since our inception, our platform has been purpose-built to advance and modernize the Office of the CFO. The Digital Finance Cloud addresses the strict requirements of auditability, transparency and repeatability for critical finance and accounting processes, while maintaining the flexibility, agility and relevance essential for impactful financial and operational planning and analysis. To achieve this, our platform unifies financial and operational data from systems across the enterprise. With powerful financial intelligence across parameters such as accounts, intercompany accounting and foreign currency exchange, among others, our platform accounts for the interdependencies among processes to automatically reconcile and cascade changes, establishing a dynamic and unified data model. From this foundation, our platform allows for the reporting dimensions of each financial and operational process to be customized, empowering users to access the insights and data views that are most relevant to their needs while ultimately maintaining alignment to corporate and external reporting standards. In addition, our platform solutions are enhanced by sophisticated native machine learning and generative and agentic AI technologies for Finance, built on our core tenets of auditability, transparency and repeatability. Our AI-powered solutions, including predictive planning and analytics, guided workflows and data retrieval, among others, enable enhanced productivity and more accurate forecasting. Our unified platform’s highly differentiated capabilities enable us to deliver a comprehensive set of solutions for the Office of the CFO that eliminates the need for our customers to use multiple disparate legacy products, applications and modules. Our solutions include the following: • Financial Close and Consolidation. Streamlines financial processes with advanced capabilities designed to automate tasks and manage the immense complexity and strict standards of financial reporting and consolidation. • Financial and Operational Planning and Analysis. Enables financial and operational planning, budgeting, forecasting and results analysis for individual business functions and the synchronization of those plans across the entire organization. • Financial and Operational Reporting and Analysis. Provides end-to-end visibility of analytics and key metrics to all stakeholders, including executives, Finance professionals, line-of-business leaders and other business partners. The extensible architecture of the Digital Finance Cloud enables our customers to expand their adoption of our platform and the value they derive from it. Our solutions are built on a single foundation of technical shared services, including enterprise application integration, financial data quality management, security and AI-services. Our
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8 developers, as well as a growing developer community consisting of customers and partners, can leverage these technical shared services to build additional applications directly within OneStream’s integrated software development environment. This extensible architecture and developer ecosystem accelerates the pace of innovation, expands the breadth of our financial and operational use cases and enhances the value our customers can derive from their OneStream investment. As Finance teams experience the benefits of our unified approach that drives streamlined financial processes and improved forecasting accuracy, they often seek opportunities to deploy our platform beyond our core solutions. We offer a number of applications that address these expanded financial use cases, such as transaction matching, tax provisioning, account reconciliations, cash flow forecasting and lease accounting, among others. In addition to expanded finance use cases, customers can also unify operational planning and analytics with applications built on our platform. Operational applications available today include capital planning, sales planning, workforce planning and profitability analysis, as well as machine learning-enabled demand forecasting, labor planning, merchandise financial planning and environmental, social and governance planning and reporting. Additionally, our partners have built industry-specific applications atop our platform, such as Automotive Planning Factory. As a result, the Digital Finance Cloud can power insights and workflows for a diverse set of business users, including Finance, sales, marketing, operations, human resources and IT professionals, embedding our platform more deeply in our customers’ organizations and their critical business processes. By unifying those business processes within our platform and data model, enterprises can eliminate departmental silos, enable cross-functional collaboration, link financial and operational reporting, and further enrich enterprise-wide visibility while reducing technical debt. To enable our customers to rapidly expand the use of our platform as their business needs evolve, the OneStream Solution Exchange allows them to discover, download and configure additional applications built by OneStream and many of the applications built by our development partners. We launched the OneStream Solution Exchange in 2023 and currently provide approximately 100 first-party and third-party developed applications, demonstrating our continued pace of innovation and ability to deliver vertical specific applications. The OneStream Solution Exchange includes both applications available to our customers at no additional cost, as well as fee-based applications built by us or our partners. We primarily employ a direct sales model to sell into and expand within our customers’ organizations. Our sales force has extensive experience, industry knowledge and domain expertise of traditional financial and EPM market segments. Our sales and marketing organization engages with prospective customers across multiple in-person and virtual channels and provides them with user conferences, platform demonstrations, application guides, whitepapers, webinars, presentations and other content to accelerate their understanding of our platform and drive greater adoption. To further expand our sales channels, we have obtained government certifications, including FedRAMP High. Our platform’s ability to solve the most complex challenges within the Office of the CFO provides us with a distinct advantage in our efforts to acquire new customers. In addition, our global ecosystem of approximately 300 go-to-market, implementation and development partners provides us with a significant source of lead generation and implementation support. We partner with specialist consulting firms and dedicated teams within larger consulting firms that have built their entire services practices around designing and implementing our platform for their clients. We also collaborate with global strategic consulting firms and global systems integrators, such as Accenture, IBM, KPMG and PwC, which introduce our platform to their clients as part of large-scale digital transformation projects as well as finance and business projects where our platform can help accelerate business initiatives and improve user experience. Our go-to-market partnerships with key technology providers, including Microsoft, enable us to better serve our customers and gain access to new accounts and buyer types. A growing number of our consulting and independent software vendor partners are building and productizing new functional and industry-specific applications atop our platform. We jointly promote these solutions through the OneStream Solution Exchange and monetize them through revenue-share arrangements. Our online community and OneStream conferences serve to foster and grow these developer relationships.
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9 Recent Developments On January 6, 2026, OneStream, Inc. and OneStream Software LLC entered into the Merger Agreement. The Merger Agreement is the legal document that governs the Mergers. If the Mergers occur, OneStream, Inc. and OneStream Software LLC will be acquired by affiliates of Hg, a leading investor in software, services and data businesses. Following the closing of the Mergers, Hg will be the majority and controlling equityholder of OneStream, Inc. and OneStream Software LLC. Under the terms of the Merger Agreement, upon the closing of the Mergers, (i) each outstanding share of our Class A common stock and Class D common stock, and each outstanding LLC Unit, will be cancelled and automatically converted into the right to receive cash in an amount equal to $24.00, without interest (in each case, other than as provided in the Merger Agreement); and (ii) each outstanding share of our Class B common stock and Class C common stock will be cancelled and automatically converted into the right to receive cash in an amount equal to $0.0001, without interest (in each case, other than as provided in the Merger Agreement). The Mergers are expected to close in the first half of 2026, subject to the receipt of required regulatory approvals and other customary closing conditions. Industry Overview A number of important industry trends impact how organizations manage enterprise performance, including the following: Corporate Leaders Are Demanding That the Office of the CFO Deliver Strategic Insights and Business Guidance As organizations operate in an increasingly complex, global and volatile environment, the ability to make data-driven business decisions dynamically and efficiently is a key driver of competitive advantage. As a result, corporate leaders are demanding that the role of the Office of the CFO evolve from one focused almost exclusively on historical record-keeping and analysis to one of serving as a strategic partner to the business. Traditionally, the Finance department’s primary function has consisted of accurately reporting on an enterprise’s past financial results and periodically forecasting future performance based largely on extrapolations of those historical results. While reporting remains critical to business performance, today’s environment demands that the Finance function becomes a continuously forward-looking organization that helps corporate leaders orchestrate informed business strategy and execution. The Finance department sits at the intersection of strategic, operational and financial functions. Tasked with delivering a single set of definitive and auditable results, Finance’s responsibility for the accuracy of reporting and forecasting for the entire enterprise connects Finance into every functional department. This vantage point provides the Finance organization with visibility into critical business insights and processes across the enterprise. For example, the Finance team has visibility into sales planning within sales, headcount planning within HR and account reconciliations within payables, among other processes, as well as into the underlying data across disparate departmental systems. Additionally, the Finance team collaborates closely with corporate leaders, including the board of directors, the CEO, the CFO and functional leaders from sales, marketing, HR, IT, legal and other areas. Given this connectivity across the enterprise, corporate leaders understand that Finance is ideally positioned to eliminate information silos between departments and synthesize the stream of information from business processes across the organization into a consolidated and dynamic model of the enterprise’s current and future performance. By leveraging the full spectrum of financial and operational data, the Finance team is unique in its ability to develop a holistic and up-to-date view of the enterprise that reflects the broader business environment. Corporate leaders are therefore increasingly demanding that Finance teams take on additional responsibility and provide them with the analytics needed to continually drive business performance with real-time, actionable and predictive insights that enable alignment between execution and financial outcomes. In this expanded role, Finance allows corporate leaders to predict, identify, analyze and understand emerging business trends and respond with adjustments to strategy and execution to optimize business outcomes.
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10 Digital Transformation Efforts Have Historically Not Prioritized Modernizing the Office of the CFO Advances in technology have significantly increased the speed and global reach of the enterprise. At the same time, competition has heightened customer expectations and investor scrutiny. In order to meet these expectations, enterprises must be capable of predicting, identifying and rapidly adapting to changes in the marketplace that can materially impact operational execution and financial results. Enterprises that can do so successfully stand to gain a meaningful advantage over their competitors. These trends are driving organizations to invest significant resources on digital transformation efforts with the aim of increasing enterprise agility, automating transactional processes and streamlining corporate decision-making. Despite the progress that has been made in digital transformation across many front-office and corporate functions, the Office of the CFO has historically lagged behind in its investment and use of modern, digital technologies and analytics. Consequently, many Finance organizations continue to rely on legacy systems, some of which were built on decades-old technology and are unable to handle the complexity and volume of data produced by the patchwork of technology applications deployed across the enterprise. These legacy Finance systems have failed to deliver the capabilities required by the modern Office of the CFO, forcing organizations to supplement them with discrete point solutions and a fragmented array of spreadsheets that fulfill limited functions and frequently require time-consuming data reconciliation and rework. As a result of this incremental approach, Finance teams are often overwhelmed by a disparate set of tools and siloed datasets, leading to inefficient and inconstant decision-making as well as loss of competitive advantage. Modernizing the Office of the CFO Is Extremely Challenging While efforts to capitalize on the unique position of Finance teams and modernize the Office of the CFO have gained strategic prominence, the immense complexity of the Finance function and the disjointed nature of systems within them have presented significant logistical and technical challenges to effecting change. Traditional financial processes, including close and consolidation, reporting and planning are extremely complex. Adding to this complexity, Finance teams have typically relied on disparate data sources, siloed processes and fragmented tools to deliver their functional requirements, resulting in onerous manual reconciliation processes and inconsistent outputs. Compounded by years of under-investment in digital transformation and systems rationalization, these challenges mean that Finance teams are already struggling to deliver against their existing mandate and are therefore unable to evolve into an expanded strategic role. Beyond the domain of the Finance function, the immense complexity of the modern enterprise has further hindered attempts to transform the role of the Office of the CFO. Digital transformation efforts have often resulted in a multitude of disparate business applications across the enterprise, with each designed to optimize data and processes for a specific function or sub-function. As a result, enterprise data exists in isolation across disconnected systems and informal or offline workflows, meaning that Finance teams cannot designate one single system as the definitive source of truth. Prevented from developing a holistic view of the organization, Finance teams are unable to achieve enterprise-wide visibility and enable business agility, limiting their ability to support critical business and strategic objectives. As a result of these challenges, organizations are finding that they lack the fundamental data, technology and specialized technical expertise required to modernize the Office of the CFO. To evolve, organizations are demanding a platform-based approach that provides the enterprise-wide control, visibility and agility needed to transform Finance function. AI Has Not Successfully Been Implemented Across the Office of the CFO The emergence of AI technologies is presenting business leaders with a generational opportunity to transform their organizations and build competitive strength. In particular, with the Office of the CFO under pressure to evolve into a strategic partner for the business, CFOs recognize the potential of AI to deliver advanced insights, productivity and accuracy to specific financial and business processes, such as demand forecasting, workforce planning and budgeting, which can vastly enhance the Finance function’s capacity to drive business change. Moreover, as CFOs grapple with the challenges of hiring Finance professionals amidst a global shortage of qualified talent, the potential for AI-technologies to provide productivity gains that could overcome this shortfall is driving demand for AI-enabled solutions.
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11 Despite the clear opportunity that AI presents, previous efforts to employ these technologies within the enterprise have encountered significant obstacles. At the organizational level, the complexity of enterprise technology systems has meant that the implementation of AI technologies, which require consistent, accurate and unified data sets, has been extremely challenging. For the Finance function specifically, concerns about data accuracy, auditability, security and the specialized nature of financial processes present additional hurdles for the adoption of AI. Processes like planning, reporting and budgeting require deep financial expertise, while the successful development of AI toolsets has historically required an understanding of data science and software development. The relative scarcity of employees with these overlapping skillsets has limited the ability of organizations to develop specific AI use cases that effectively support the Finance function. As a result, CFOs and other corporate leaders are increasingly seeking applied AI solutions that are purpose-built for Finance to address process complexity and exponentially improve efficiency, repeatability and accuracy of specific financial processes. Our Platform Designed to modernize the Office of the CFO, the Digital Finance Cloud enables an enterprise-wide approach to unifying financial and operational data and business processes to give business leaders comprehensive visibility, increase business agility, eliminate departmental silos and enhance cross-functional collaboration. Our platform unifies and optimizes data and processes across the entire organization and incorporates native quantitative, generative and agentic AI capabilities. We will continue to develop new solutions that allow customers to derive even more value and expand their use cases powered by our platform. Our platform delivers a comprehensive set of solutions for the Office of the CFO: financial close and consolidation; financial and operational planning and analysis; and financial and operational reporting. The functionality of our Finance solutions can be extended with applications that leverage the common capabilities and unified data model of the platform and are designed to power additional operational business processes, all built on the shared platform services of our Digital Finance Cloud. Each of our solutions is fully capable standalone and out-of-the-box, giving customers the flexibility to adopt multiple solutions from the outset, or start with a single solution and expand applications and use cases over time as their business needs evolve. By deploying our solutions and applications together, our customers can unify critical financial and operational business processes within a single platform, creating a single source of truth for business performance and planning data across the enterprise. In addition to our financial and operational capabilities, the Digital Finance Cloud embeds powerful applied AI and machine learning technologies to further enhance our offering to customers. Our Finance-specific AI and machine learning engines are built directly on our unified data model, ensuring seamless integration with our Finance solutions. With end-to-end data management and intuitive pre-built machine learning processes, our applied AI and machine learning engines empower Finance and operations teams to make informed business decisions and forecast with great speed and accuracy in today’s highly complex modern business environment. Through the OneStream Solution Exchange, our customers can currently download, configure and deploy approximately 100 OneStream- and third-party-developed applications on a self-serve basis. These applications allow customers to enhance existing business processes and further expand the functionality of our platform to new departments, all without requiring additional integration or IT complexity. Customers and partners can develop applications that are configured to address the specific financial and operational business processes of their organization or industry vertical. With custom-built applications, organizations can further extend the value of our platform, beyond the applications developed by us. The extensible architecture of our platform allows us, our partners and our customers to continually develop, integrate and use new applications through the OneStream Solution Exchange, creating a highly differentiated and scalable offering. Our platform integrates with hundreds of data sources, including enterprise resource planning (ERP), customer relationship management (CRM), supply chain management (SCM), human capital management (HCM) and other management systems and enterprise data warehouses, to seamlessly ingest and aggregate massive amounts of financial and operational data from across the entire enterprise. Our highly differentiated platform eliminates the need for users to manually retrieve data from one system, transform that data and port it across multiple systems and business intelligence and reporting tools. In combination with enterprise-grade security features, this helps to ensure the protection of an organization’s critical and highly sensitive data in accordance with regulations and recommended enterprise financial controls. Our platform also features collaboration tools that enable users to interact and share
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12 information across business processes directly within our platform to eliminate the inefficiencies resulting from discrete, offline processes. Our applied AI and machine learning capabilities for Finance, including our SensibleAI Forecast application, SensibleAI Studio routines and SensibleAI Agents, are embedded throughout our platform and solutions, enabling users to take advantage of market-leading automated planning and forecasting capabilities. We intend to continue to efficiently invest in AI initiatives to further increase the value proposition to our customers. The key elements of the Digital Finance Cloud that power our core solutions and applications include: • Financial Intelligence. Our platform features sophisticated, integrated financial intelligence that enables complex calculations and analysis within a flexible model. From the moment of implementation, our platform offers pre-built financial intelligence designed to handle the significant complexities of rules and calculations for accounts, time, currencies, intercompany transactions, cash flow and consolidation. With the combination of financial intelligence and automated workflows delivered on our platform, users can accurately and efficiently prepare financial results for reporting, planning, budgeting and forecasting. • Unified Data Model. Our platform utilizes a unique relational blending capability that combines, transforms and analyzes complex financial and operational data to enable users to create a unified model spanning their entire enterprise. Our unified data model supports the collection and consolidation of financial results while also enabling more detailed financial and operational reporting, planning, budgeting and forecasting all in a single platform. Our platform’s extensible architecture allows customers to deploy our solutions across every layer of the enterprise, delivering robust data that both respects corporate and external reporting requirements and is immediately relevant to daily business operations. • Data Quality Engine. Our platform ensures robust financial and operational data quality across all business processes with strict controls and guided workflows through all data management, verification, analysis, certification and locking processes. By maintaining an accurate repository of all financial and operational data, our platform enables full auditability and traceability back to the original data source. With a single source of truth for multiple business processes, users benefit from a reduction in errors and the elimination of inefficiencies resulting from reconciliation. • Integrated Software Development Environment. Our platform features a robust software development environment to enable OneStream, our customers and partners to rapidly build additional functional or industry-specific applications. As these applications are developed directly within our platform, they can leverage the other key elements of our platform and other shared resources such as user interface, IT resources and provisioned users. This extensible environment also uniquely allows OneStream and our customers and partners to rapidly develop and release new applications in the OneStream Solution Exchange as we or they identify opportunities to migrate additional business processes onto our platform. • Transactional Matching and Analytics. Our platform analyzes vast amounts of detailed transactional data and blends it with validated financial and operational data in near-real time to detect emerging trends and signals. This capability enables users to analyze the impact of operations on financial results, without requiring the Finance team to perform a full financial close. This allows our customers to discover and act on real-time operational insights and understand their associated financial impact. • AI-enabled Forecasting. Our platform allows users to integrate AI-enabled forecasting capabilities directly into key planning processes, such as demand forecasting, labor planning and sales planning. Our SensibleAI Forecast application enable users to create thousands of baseline forecast scenarios rooted in historical data, automatically seed forecasts with predictive models and dynamically adjust forecasts based on operational changes. With AI-enabled forecasting, organizations can leverage financial and operational data to assist with accurate forecasting for critical business processes, while integrating these forecasts into enterprise-wide models to ensure the most informed business decisions. Our Key Strengths We believe we have the following key advantages over our competitors’ existing offerings:
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13 • Single Source of Truth. The Digital Finance Cloud acts as the single source of truth for an organization’s critical financial and operational data and workflows. With the ability to aggregate enterprise-wide business data, powered by our unique relational blending capability, customers can analyze the financial impact of operational decisions in real-time and proactively adjust business strategies accordingly. By leveraging this unified data model, our platform enables Finance and operating teams to implement function-specific applications that deliver data that meet both corporate and external reporting standards, while remaining immediately relevant to daily business operations. The combination of these capabilities enables our customers to access reporting and insights across every level of the organization. • Streamlined Workflows. With our platform, customers can accelerate financial and operational workflows with greater consistency, accuracy and transparency. Consolidating data and business processes onto a single platform eliminates the need for users to integrate, validate or reconcile data and metadata across systems. Our platform’s unified data model, guided workflows and collaboration capabilities enable organizations to further streamline their business processes and seamlessly integrate our predictive AI tools directly into their existing financial and operational processes. This in turn allows enterprises to increase organizational efficiency, reduce the potential for errors and enhance the security of critical financial and operational data. • Actionable Insights. Our platform ingests, processes and interprets vast amounts of financial and operational data to enable real-time insights into the entire enterprise. With interactive dashboards and guided reporting, business users and executives can visualize key trends and modify variables to analyze the impact of changes to models, plans and forecasts under different scenarios. These capabilities provide corporate leaders with real-time access to aggregated financial and operational results within a single pane of glass, significantly enhancing the decision-making process. • AI and Machine Learning-Enabled Predictive Capabilities. Our modern Finance-focused applied AI and machine learning engines are purpose-built to enhance key financial and operational analyses and processes. This empowers users to accelerate and increase accuracy of auditable forecasts, which can be fed directly into existing financial and operational processes to create data-driven and dynamic plans. Our platform’s AI and machine learning capabilities allow organizations to anticipate business trends in real-time, vastly improving upon existing planning and forecasting techniques. The actionable insights provided by these capabilities allow corporate leaders to understand how strategic decisions translate into business outcomes, enabling them to be agile, forward-looking and data-driven in aligning operational decisions to financial outcomes. • Extensible Platform. Our highly extensible platform enables customers to deploy OneStream- and partner-developed applications across several layers of their organization. Via the OneStream Solution Exchange, customers can discover, download and deploy additional industry- and function-specific applications developed by us and our partners to extend the value of their core OneStream investment. As these extended applications are built natively on our platform, they leverage our common data model and shared platform services, allowing our customers to simplify deployment and realize rapid time to value. Additionally, our platform’s integrated development tools allow customers to develop and implement new applications directly, further enhancing the strength of our offering. This extensibility ultimately reduces IT complexity, increases the long-term value of our platform and allows our platform to seamlessly evolve with our customers. • Enterprise-Grade and Highly Scalable. We have built our platform, data model and analytics and AI engines to provide the reliability and scale required for the world’s largest and most complex enterprise environments. Our platform is capable of efficiently processing enterprise-scale data sets and workloads. Our platform’s cloud architecture provides customers with the flexibility to increase consumption of our services on-demand to meet the needs of their organization. The Digital Finance Cloud empowers enterprises to address the most complex challenges facing the Office of the CFO. • Lower Total Cost of Ownership. As an end-to-end platform, we enable customers to consolidate workflows that historically occurred across numerous legacy systems, eliminating the need to maintain
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14 multiple disparate applications and data sets. This allows them to rationalize the costs and time associated with integrating, maintaining and upgrading these systems. In addition, by operating within a single unified framework, Finance and business unit teams are able to increase their productivity and efficiency. With our powerful Digital Finance Cloud, we are fundamentally redefining the capabilities of the Office of the CFO, empowering Finance to go beyond historical reporting to become a strategic driver of critical business planning, strategy and outcomes. Our differentiated approach disrupts existing approaches to traditional financial processes that require Finance teams to manually integrate financial and operational data from disparate legacy systems. Our platform enables a modern approach to Finance by allowing enterprises to unify critical business processes for users across the organization to provide a single source of truth for Finance and operations. As a result, our platform provides exceptional visibility into enterprise performance, enhances planning and forecasting accuracy and facilitates business agility. Our Growth Strategy To achieve our vision to transform the of the Office of the CFO into a critical driver of strategy and execution, the key elements of our growth strategy include: • Acquire New Customers. We believe there is substantial opportunity to acquire new customers among enterprises and mid- market organizations. The broad digital transformation efforts in the Office of the CFO, as well as the ongoing replacement cycle in the large installed base of legacy finance systems, provide us with a natural entry point to engage with prospective customers. We intend to continue to focus on efficient growth by expanding our sales force and investing in our sales and marketing efforts to attract new customers. Our customer base has grown rapidly, increasing from 1,601 as of December 31, 2024 to 1,805 as of December 31, 2025, representing growth of 13%. • Expand the Number of Finance Users on Our Platform. We typically land with customers as the primary system of record for finance functions. However, our platform also offers numerous other department-specific solutions for Finance teams, many of which can be accessed through the OneStream Solution Exchange. As the system of record, we often become the center of gravity within Finance organizations and organically consolidate these adjacent tasks on our platform, adding additional Finance users and use cases in the process. Through our customer success efforts, we also proactively help our customers identify additional use cases for our platform within their Finance organizations. Given our broad platform capabilities and our large customer base, we believe expanding the number of users within the Office of the CFO of our existing customers represents a significant opportunity. • Expand Our International Footprint. We believe there is a significant opportunity to grow our international business and plan to continue to invest in personnel, office space, marketing and data center capacity to support our international growth. Revenue generated from customers outside of the United States accounted for 34%, 32% and 30% of total revenue for the years ended December 31, 2025, 2024 and 2023, respectively. In addition to our offices and customers throughout the United States, we maintain offices in Australia, Europe and Singapore, and our customers are located in approximately 45 countries. The ability of our platform to meet the complex needs of large, multinational organizations positions us well to continue our penetration of international enterprises. • Grow Our Ecosystem. Our network ranges from large systems integrators, including Accenture, IBM, KPMG and PwC, to specialist consulting firms that exclusively aid businesses in the design and implementation of our platform. We also maintain go-to-market partnerships with key technology providers, including Microsoft, enabling us to better serve our customers. Our network expands our coverage footprint, creates attractive go-to-market channels, facilitates opportunities for product differentiation by building applications on our platform and helps speed the adoption of our platform. We intend to expand and enhance these relationships to grow our market presence and drive greater sales efficiencies.
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15 • Extend Further Into Operations. By leveraging a single, unified data model for both finance and operations, our customers are able to realize the full value of our platform approach. Today, we have numerous customers that already use the Digital Finance Cloud for operational planning and daily decision-making for processes including workforce planning, ESG- reporting and profitability analysis. We intend to work closely with our customers and partners to extend their use of our platform beyond the Office of the CFO, allowing us to grow the number of users and use cases on our platform. • Extend Our Technology Leadership. We believe our ability to enable our customers to further unify financial and operational business processes and leverage applied-AI solutions will contribute to our continued success. To support these efforts, we intend to continue to make substantial investments in research and development, including in the areas of applied machine learning and AI technologies, to expand and strengthen our offerings. In addition, we will expand our engagement with the OneStream developer community to improve the value proposition of our platform, including vertical-specific applications and functionality in areas such as healthcare, manufacturing and financial services. Our continued focus on applied Finance AI and machine learning will build on the development of our first machine learning-powered application in 2017, the introduction of our predictive financial signaling core solution and transaction matching application in 2019, the commercial release of our first AI-enabled application, Sensible ML, in 2022 (now referred to as SensibleAI Forecast), our acquisition of the remaining equity interests of DataSense in 2024, and the commercial availability of our SensibleAI Studio routines and SensibleAI Agents in 2025. These capabilities increase the value proposition of the Digital Finance Cloud to our existing customers and further differentiate us from our competitors. Our Technology Our proprietary platform is built on an innovative set of core technologies and is designed to run on our cloud-native architecture. This cloud-based architecture enables businesses to use our platform to synthesize data points from hundreds of unique sources into a unified data model that powers our core solutions. The value of our platform can be extended with OneStream- and third-party-developed applications from the OneStream Solution Exchange, as well as custom-built applications developed by our customers and partners. By approaching business processes through our unified platform, we eliminate the need to integrate legacy systems, thereby streamlining maintenance, ensuring a consistent approach to security and controls and providing a common experience for all platform users. The key elements of our platform include: • Financial Intelligence Engine. Our platform features a sophisticated financial intelligence engine that allows organizations to perform complex calculations to support a variety of analyses that leverage financial and operational data. This in-memory, 64-bit engine is based on a node-level, shared common data design that provides the flexibility for organizations to run a variety of calculations and alternate hierarchies while ensuring the performance necessary to address business process requirements. Our native financial intelligence engine has pre-built functionality across a number of common dimensions, including accounts, currency, intercompany, equity accounting, hierarchy-specific adjustments and flow. • Unified Data Model. Our innovative platform allows our customers to consume a variety of data from both financial and operational data sources and enables them to blend these together into a unified data model. At the core of our platform is an object-oriented metadata technology, which we refer to as extensible dimensionality, that enables enterprises to create the strict model constructs required for financial close and consolidation while simultaneously offering the flexibility required for financial and operational planning and analytics. This approach allows businesses to align to a common corporate standard while allowing the individual business units the ability to create unique model elements to fit their specific needs. • Unified Data Consumption. OneStream’s unique approach to data consumption allows organizations to seamlessly leverage a variety of different underlying data structures and technologies in constructing a unified data model. Our approach to data consumption allows customers to seamlessly use a mix of traditionally disparate technologies, such as OLAP cube structures, relational data stores and columnar
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16 data as the basis for model inputs, providing scalability and flexibility to tackle a diverse set of business processes. This approach to blending traditionally disparate data sources, such as HR data, sales planning and supply chain planning, enables organizations the flexibility to summarize data at the appropriate level while maintaining the granular detail to run relevant analytics. Additionally, the platform enables customers to easily create dynamic dashboards which are able to view or modify source and analytic data in a consistent manner. • Integrated Software Development Environment. Our platform includes an integrated software development environment that allows OneStream, our customers and partners to create functional or industry-specific applications that extend our use cases to additional business processes. • Common Platform Features. Our platform provides a number of native features to enable collaboration and consistency across an organization’s data and processes, including collaborative workflows, enterprise-grade security and cloud-native architecture. Sales and Marketing Our sales efforts are focused on large enterprises and mid-market organizations and we primarily employ a direct sales model to sell into and expand within our customers’ organizations. Based in locations around the world, our sales force leverages its extensive experience, industry knowledge and domain expertise to help potential customers understand the broad applicability and capabilities of our platform. This platform-driven sales motion often leads to the acquisition of customers with large initial contract values. We also leverage our partner ecosystem to extend our market reach and influence sales outcomes, and many of our customers also serve as references for potential new customers. We maintain an organizational focus on achieving 100% customer success by delivering long-term value to our customers through our ongoing efforts to help them realize the full potential of our platform. Our customer success team works closely with our customers to speed solution deployment and guide the identification and expansion of use cases, which in turn drives user growth and additional revenue. Our sales and marketing organization engages with prospective customers across multiple in-person and virtual channels and provides them with user conferences, platform demonstrations, application guides, whitepapers, webinars, presentations and other content to accelerate their understanding of our platform and drive greater adoption. We also host our bi-annual OneStream Splash Global User Conferences to connect existing and potential customers and partners, share best practices and reinforce our brand. We drive awareness and reputation through a multi-channel mix of digital, out-of-home, and sports advertising, thought leadership and custom media initiatives, and demand generation programming. Partnerships We have developed a broad network of approximately 300 go-to-market, implementation and development partners globally to expand our marketing reach, create attractive go-to-market channels, assist in the implementation of our platform, facilitate opportunities for product differentiation by building applications on our platform and otherwise help accelerate the adoption of our platform. Our global partner network includes companies and professionals with many years of EPM and broader software industry experience, combined with a track record of delivering successful implementations. We certify our partners at varying levels and they assist customers across all industries. A number of our partners are specialist consulting firms and dedicated teams within larger consulting firms that have built their entire services practices around designing and implementing our platform for their clients and providing subject-matter expertise for specific use cases through trained and OneStream-certified personnel. We also collaborate with global strategic consulting firms and global systems integrators, such as Accenture, IBM, KPMG and PwC, which introduce our platform to their clients as part of large-scale digital transformation projects as well as finance and business projects where our platform can help accelerate business initiatives and improve user experience.
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17 In some cases our partners act in multiple roles. For example, we partner with Microsoft as our cloud-computing provider and on cloud engineering efforts that enable our customers to leverage our solutions more effectively. Our platform also integrates multiple features of the Microsoft .NET ecosystem, and we also maintain an active go-to-market relationship with Microsoft which promotes our platform to its existing and potential customers. Research and Development Our platform and core technologies were purpose-built by our co-founders and core team of software engineers with more than three decades of experience building financial applications. As a result, we were able to quickly achieve product-market fit with a highly efficient investment in initial research and development. Over time, we have been able to continuously leverage our initial platform investment to quickly bring new features to market and expand our offerings through the use of our integrated development environment and the OneStream Solution Exchange distribution strategy. Our research and development culture promotes rapid and consistent delivery of high-quality enhancements to the functionality, performance and usability of our platform. We hire skilled engineers, data scientists and other talent from a variety of industries with expertise in developing mission-critical applications for global, distributed large enterprises. Our research and development organization is primarily responsible for design, development, testing and delivery of our platform, core solutions and applications. We focus our efforts on developing core technologies, as well as further enhancing the usability, functionality, reliability, performance and flexibility of our platform. We have a well-defined technology roadmap to introduce new features and functionality to our platform that we believe will enhance our ability to generate revenue by broadening the appeal of our platform to potential new customers as well as increasing the opportunities for further expansion of the use of our platform by existing customers. We are also investing to enhance the user experience, enterprise functionality and intelligent planning capabilities of our platform, including AI and machine learning solutions. Other areas in which we are continuing to invest include our OneStream Solution Exchange, as well as vertical-specific applications and functionality in areas such as healthcare, manufacturing and financial services. Competition Our market is intensely competitive and characterized by rapid changes in customer requirements, industry standards, new discrete product introductions and incremental improvements of legacy systems. Our competitors vary in size and in the breadth and scope of the products and services they offer. We primarily compete with providers of financial consolidation, reporting, planning or analytics software, including legacy players such as Oracle and SAP and point product providers such as Anaplan, Blackline, Wolters Kluwer and Workday. We believe we compete favorably across a number of factors, including: • accuracy; • reliability; • breadth and depth of functionality; • ease of deployment and implementation speed; • total cost of ownership and return on investment; • security; • customer satisfaction; • customer support;
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18 • partnerships; • brand awareness; and • reputation. For more information regarding risks related to our competition, see the section titled “Risk Factors—Risks Related to our Business and Industry—We face intense competition and could lose market share to our competitors, which could adversely affect our business, operating results and financial condition.” Intellectual Property We believe that our intellectual property rights, including our trademarks and domain names, as well as contractual provisions, confidentiality procedures, and restrictions on access to our intellectual property, proprietary technology, confidential information and trade secrets, are important to our marketing efforts to develop brand recognition and differentiate ourselves from our competitors. We also rely on a combination of trade secret, copyright, trademark and other intellectual property laws in the United States and certain foreign jurisdictions to obtain and maintain rights to, and protect the technology used in, our business. However, intellectual property and related laws, contracts, procedures and technical measures provide only limited protection for our intellectual property, technology and proprietary information. As of December 31, 2025, we had five registered U.S. trademarks, three pending U.S. trademark applications, 65 registered foreign trademarks and 26 pending foreign trademark applications for our brand names and service marks that we use in our business. We have registered numerous Internet domain names in the United States and in certain foreign countries related to our business. The current registrations of these trademarks and domain names are effective for varying periods of time and may be renewed periodically, provided that we, as the registered owner, comply with all applicable renewal requirements including, where necessary, the continued use of the trademarks in connection with similar goods. We expect to pursue additional trademark and domain name registrations to the extent we believe they would be beneficial and cost-effective. For more information regarding risks related to our intellectual property, see the section titled “Risk Factors—Risks Related to our Technology and Intellectual Property.” People and Culture As of December 31, 2025, we employed 1,623 full-time employees located in the United States and in Australia, Canada, Europe, Mexico, Singapore and South Africa. None of our employees are represented by a labor union or are party to a collective bargaining agreement, and we have had no labor-related work stoppages. We believe that we have good relationships with our employees. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees and consultants. We believe we provide our employees significant ongoing career growth opportunities in an exciting growth company and industry. The principal purpose of our incentive programs is to attract, retain and reward personnel in order to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve our objectives. Corporate Information Our principal executive offices are located at 191 N. Chester Street, Birmingham, Michigan 48009. Our telephone number is (248) 650-1490. Our website address is https://www.onestream.com. Information contained on, or that can be accessed through, our website or any website is not incorporated by reference into this report and should not be considered to be part of this report unless expressly noted.
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19 Available Information We may announce material information to the public through filings with the SEC, our website (https://investor.onestream.com) press releases, public conference calls and public webcasts. We use these channels, as well as social media, to communicate with the public about us, our product candidates and other matters. We also make available on or through our website certain reports and amendments to those reports that we file with or furnish to the SEC in accordance with the Securities Exchange Act of 1934, as amended, or the Exchange Act. These include our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and our Proxy Statements on Schedule 14A for our annual meetings of stockholders, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. We make this information available on or through our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. The SEC also maintains a website that contains our SEC filings. The address for the SEC website is www.sec.gov.
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20 Item 1A. Risk Factors. Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this report, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and OneStream, Inc.’s consolidated financial statements and related notes, before making a decision to invest in our Class A common stock. Our business, operating results, financial condition or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material, including as a result of the potential Mergers with Parent. If any of the risks actually occur, our business, operating results, financial condition or prospects could be adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment. Our Risk Factors are not guarantees that no such conditions exist as of the date of this report and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part. 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. On January 6, 2026, we and OneStream Software LLC entered into the Merger Agreement with Parent and the Merger Subs. The consummation of the Mergers is subject to the terms of, and the satisfaction or waiver of certain conditions set forth in, the Merger Agreement, including, among other things, obtaining clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or the HSR Act. There is no assurance that these conditions will be satisfied or that the Mergers will be completed on the proposed terms, within the expected timeframe or at all. The Mergers may be delayed, and may ultimately not be completed, due to a number of factors, including: • failure to obtain regulatory approvals or clearances that are or may become applicable to the Mergers (including in connection with the HSR Act and other antitrust laws, including internationally in countries where we do business, or investment screening laws); and • the possibility that events could occur that would cause the Mergers not to close or permit the termination of the Merger Agreement. If the Mergers do not close, we may suffer adverse effects on our business, operating results, financial condition and stock price, and our stockholders would be exposed to additional risks, including: • to the extent that the current market price of our Class A common stock reflects an assumption that the Mergers will be completed, the market price of our Class A common stock could decrease if the Mergers are not completed; • we will remain liable for significant transaction costs, including legal, accounting, financial advisory and other costs relating to the Mergers; and • the requirement that we pay Parent a termination fee of $207 million under certain circumstances in connection with the termination of the Merger Agreement. There can be no assurance that our business, relationships with other parties, liquidity or our financial condition will not be adversely affected, as compared to prior to the announcement of the Mergers. Regardless of whether the Mergers are successfully completed, there are risks to our stockholders from the Mergers, including: • disruptions to our business resulting from the announcement and pendency of the Mergers and the possible adverse effect of the announcement on our relationships with customers and other business partners; • the diversion of attention of our management or employees, the uncertainty that our employees may have about their roles upon consummation of the Mergers, and the ability for us to attract and retain key talent, including senior leaders;
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21 • the amount of cash to be paid under the Merger Agreement is fixed and will not be adjusted for changes in our business prospects, outlook, operating results or financial condition, or in the event of any change in the market price of, analyst estimates of or projections related to our Class A common stock; • if the Mergers are completed, the all-cash per share merger consideration under the Merger Agreement is taxable to stockholders that are treated as U.S. holders for U.S. federal income tax purposes; and • if the Mergers are completed, our stockholders will forego the opportunity to realize the potential long-term value of the successful execution of our current strategy as an independent company. 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. During the period prior to the closing of the Mergers and pursuant to the terms of the Merger Agreement, our business is exposed to inherent risks and contractual restrictions that could harm our business, including: • potential uncertainty in the marketplace related to our products and services, which could lead current and prospective customers to purchase from other providers or delay purchasing from us; • difficulties maintaining existing, and/or establishing, relationships with customers or other business partners; • the possibility of disruption to our business and operations resulting from the announcement and pendency of the Mergers, including diversion of management attention and resources; • the inability to attract and retain key personnel and recruit prospective employees, and the possibility that our current employees could be distracted, and their productivity decline as a result, due to uncertainty regarding the Mergers; • the restrictions on our business and operations under the Merger Agreement during the pendency of the Mergers; • our inability under the Merger Agreement to solicit alternative acquisition proposals; and • costs, fees, expenses and charges related to the Merger Agreement and the Mergers, including to the cost of financial and legal advisors, other professional services, insurance and any legal proceedings that may be instituted against us, which may materially and adversely affect our financial condition. Any of these effects could adversely impact our business, cash flow, results of operations or financial condition, as well as the market price of our Class A common stock and our perceived value, regardless of whether the Mergers are completed. Litigation in connection with the Mergers could be costly, prevent consummation of the Mergers, divert management’s attention and otherwise harm our business Legal actions, including securities class action lawsuits and derivative lawsuits, are often brought against public companies that have recently entered into acquisition, merger or other business combination agreements like the Merger Agreement and are currently pending against us, as more fully described in Part I, Item 3, “Legal Proceedings.” Regardless of the outcome of any future legal proceeding related to the Mergers (or any regulatory proceeding relating to the Mergers, including relating to antitrust or investment screening laws), such matters may be time consuming and expensive and may distract our management from running the day-to-day operations of our business, which may adversely affect our business, results of operations, prospects and financial condition. The outcome of any litigation (or regulatory proceeding) is uncertain, and any such action could prevent or delay the completion of the Mergers and result in significant costs. If the Mergers are not completed for any reason, litigation could also be filed in connection with the failure to consummate the Mergers. Any litigation related to the Mergers may result in negative publicity or an unfavorable impression of us, which could adversely affect the price of our Class A common stock, impair our ability to recruit or retain employees, damage our relationships with our customers, suppliers, and other business partners or otherwise harm our operations and financial performance.
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22 Risks Related to Our Business and Industry Our rapid growth may not be sustainable or indicative of our future growth. Our rapid growth may not be sustainable or indicative of our future growth. Even though the number of customers that use our platform has grown rapidly in recent years, there can be no assurance that we will be able to attract new customers, retain existing customers or increase adoption of our platform. You should not rely on our historical revenue growth as an indication of our future performance. Our ability to attract new customers, retain revenue from existing customers or increase adoption of our platform by both new and existing customers is impacted by a number of factors, including: • the effectiveness of our sales and marketing efforts, both domestically and internationally; • our ability to increase awareness of our brand and successfully compete with other companies; • competitive factors, including the introduction of competing products, discount pricing and other strategies that may be implemented by our competitors; • our ability to respond to the changing needs of our potential and existing customers, timely enhance our platform, including core solutions and artificial intelligence, or AI, capabilities and technologies, and develop and offer new applications on the OneStream Solution Exchange; • our ability to maintain high-quality customer support; • our ability to attract and retain partners; • our ability to expand into new markets and industries; • our ability to expand internationally; • actual or perceived privacy, data protection or security breaches or incidents; • the frequency and severity of any system outages, technological changes or similar issues; • our ability to successfully identify and acquire or invest in businesses, products or technologies that we believe could complement or expand our business; and • various external factors beyond our control, including adverse macroeconomic conditions and other events that negatively impact customer demand or lengthen our sales cycles. We might have difficulty attracting potential customers that have already invested substantial personnel and financial resources to integrate legacy products, applications and modules into their businesses, as such organizations might be reluctant or unwilling to invest in our platform. As we continue to invest in our sales and marketing initiatives, there can be no assurance that our investments and efforts will result in new customers, increased sales to existing customers or additional revenue. If we fail to attract new customers, or maintain and expand existing customer relationships, our revenue will grow more slowly than expected or may not grow at all and our business will be harmed. In addition, our rapid growth may make it difficult to evaluate our future prospects. As we have a limited history of operations at our current scale, our ability to forecast our future operating results and plan for and model future growth is more limited than that of companies with longer operating histories and is subject to a number of uncertainties, including volatile macroeconomic conditions that may negatively impact our customers’ or potential customers’ willingness to purchase our platform. We have encountered in the past, and may encounter in the future, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If we fail to
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23 achieve the necessary level of efficiency in our organization as it grows, or if we are not able to accurately forecast future growth, our business would be harmed. Our focus on long-term value over short-term results may also impact our future growth. We may make strategic decisions that may not maximize our short-term revenue or profitability if we believe that the decisions are consistent with our mission to deliver customer success and will improve our financial performance over the long-term. For example, in 2025, we began enhancing our pricing model to enable customers to obtain our products and solutions on an individual or bundled basis. Historically, customers have purchased access to our products and solutions primarily on a platform and seat-based model. While still in the relatively early stages, this could lead to a change in revenue or profitability, particularly in the short-term, if new or renewing customers decide to purchase products and solutions that are less expensive, in the aggregate, than the cost under our historical pricing model. Our business could be harmed if we fail to manage our operations to support our rapid growth and potential future growth. Our rapid growth has placed, and might continue to place, a significant strain on our managerial, administrative, operational, financial and other resources. We intend to further expand our headcount and operations both domestically and internationally, with no assurance that our business or revenue will continue to grow, or grow at the same rates, as in prior periods. Continuing to create a centrally managed global organization with a geographically dispersed workforce will require substantial management effort, the allocation of valuable management resources and significant additional investment in our infrastructure. We will be required to continually improve our operational, financial and management controls and our reporting procedures and we might not be able to do so effectively, which could harm our business, operating results and financial condition. In addition, we might be unable to manage our expenses effectively in the future, which might negatively impact our gross margins or operating expenses in any particular quarter. Moreover, if we fail to manage our anticipated growth in operations and employee headcount in a manner that preserves the key aspects of our corporate culture, the quality of our platform might suffer, which could harm our brand and reputation, and our ability to retain and attract customers. We have a history of operating losses and may not achieve or sustain profitability in the future. We have a history of operating losses and we expect to continue to incur net losses for the foreseeable future as we continue to scale our business. While we have experienced revenue growth in recent periods, we do not know whether or when we will generate sufficient revenue to sustain or increase our growth or achieve or sustain profitability in the future. We also expect our costs and expenses to continue to increase in future periods, which could negatively affect our future operating results if our revenue does not increase. In particular, we intend to continue to expend significant funds to further develop our platform and applications and to grow our business, including: • investments in sales and marketing, including expanding our sales force and our customer service team and increasing market awareness of our platform; • investments in our research and development team and in the enhancement of our platform, including core solutions and AI capabilities and technologies, and the development of new applications; • expanding our operations, infrastructure and facilities, including our international operations; and • hiring additional employees. We have incurred and will continue to incur increased compliance costs associated with growth and the expansion of our customer base, and we will also continue to incur new costs associated with being a public company. Our efforts to grow our business may be costlier than we expect, our revenue growth may be slower than we expect and we may not be able to increase our revenue enough to offset our increased operating expenses. We may incur significant losses in the future for a number of reasons, including the other risks described in this report, and unforeseen
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24 expenses, difficulties, complications or delays, and other unknown events. If we are unable to achieve and sustain profitability, the value of our business and our Class A common stock may significantly decrease. We face intense competition and could lose market share to our competitors, which could adversely affect our business, operating results and financial condition. Our market is intensely competitive and characterized by rapid changes in customer requirements, industry standards, new discrete product introductions and incremental improvements of legacy systems. Our competitors vary in size and in the breadth and scope of the products and services they offer. We primarily compete with providers of financial consolidation, reporting, planning or analytics software, including legacy players such as Oracle and SAP and point product providers such as Anaplan, Blackline, Wolters Kluwer and Workday. We anticipate continued competitive challenges from current competitors who address different aspects of our offerings, and in many cases, these competitors are more established and enjoy greater resources than we do. We also expect competitive challenges from new entrants into our industry. Many of our existing competitors have, and some of our potential competitors could have, substantial competitive advantages, such as: • greater name recognition, longer operating histories and larger customer bases; • larger sales and marketing budgets and resources and the capacity to leverage their sales efforts and marketing expenditures across a broader portfolio of products; • broader, deeper or otherwise more established relationships with customers and partners; • wider geographic presence or greater access to larger customer bases; • greater focus in specific geographies or industries; • lower labor and research and development costs; • larger and more mature intellectual property portfolios; • more advanced AI and machine learning capabilities and products; and • substantially greater financial, technical and other resources to provide support, make acquisitions, hire talent and develop new products. Some of our competitors have made or could make acquisitions of businesses or could enter into strategic partnerships, including partnerships with cloud providers, which allow them to offer more competitive and comprehensive products or pricing terms. As a result, our current or potential competitors may be able to accelerate the adoption of new technologies that better address customer needs, devote greater resources to bring these platforms and applications to market, initiate or withstand substantial price competition or develop and expand their product and service offerings more quickly than we can. In addition, it is possible that industry consolidation may impact customers’ perceptions of the viability of smaller or even mid ‑ size software firms and consequently customers’ willingness to purchase from such firms. If we are unable to compete successfully against our current or potential competitors, we may experience lower sales, price reductions, reduced margins and loss of market share or the failure of our platform to achieve or maintain more widespread market acceptance, any of which could harm our business. In addition, companies competing with us may have an entirely different pricing model. We may be required to revise our pricing or make substantial additional investments in research, development, marketing and sales in order to respond to such competitive threats. We cannot assure you that we will be able to compete successfully against our current or potential competitors. If we are unable to anticipate or effectively react to these competitive challenges, or if competing successfully requires us to take costly actions in response to the actions of our competitors, we could experience a decline in our growth rate and revenue that could adversely affect our business, operating results and financial condition.
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25 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. We are focused on creating a modern, unified platform for the Office of the CFO in a rapidly evolving industry and market acceptance of our platform is critical to our continued success. Our platform and applications are relatively new, continue to evolve and have been developed to respond to an increasingly global and complex business environment with rigorous regulatory standards. If organizations do not increasingly allocate their budgets to solutions like ours or if we do not succeed in convincing potential customers that our platform should be an integral part of their approach to their enterprise performance management, or EPM, our sales might not grow as quickly as anticipated, or at all. Our business is substantially dependent on businesses recognizing that EPM inefficiencies are pervasive and are not effectively addressed by legacy approaches. Economic uncertainty or volatility, including as a result of tariffs imposed by the U.S. or foreign governments or other trade measures, or other deteriorations in general economic, market, political or social conditions, might also cause our customers to cut or delay their information technology or other business spending, and such cuts might disproportionately affect businesses like ours to the extent customers view our platform as too costly or as discretionary. If our revenue does not increase for any of these reasons, or any other reason, our business, operating results, financial condition and growth prospects will be materially and adversely affected. 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. Complex solutions such as ours can contain errors or defects, particularly when first introduced or when new versions or enhancements are released. Despite internal and third-party testing and testing by our customers, our current and future platform, core solutions and applications might contain serious defects, which could result in lost revenue or a delay in market acceptance. Because our customers use our platform and applications for critical enterprise functions, such as assisting in the financial close or account reconciliation process, any errors, defects or other performance problems could result in damage to our customers. They could seek significant compensation from us for the losses they suffer. Although our customer agreements typically contain provisions designed to limit our exposure to such claims, existing or future laws or unfavorable judicial decisions could negate these limitations. Even if not successful, such a claim brought against us would likely be time-consuming and costly and could seriously damage our reputation in the marketplace, making it harder for us to sell our platform. 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. In order for us to maintain or improve our business, operating results and financial condition, it is important that our customers renew their subscriptions when their contract term expires and add products, solutions and users to their subscriptions. Our initial subscription term is typically three years, but can range from less than one year up to ten years. Our customers have no obligation to renew their subscriptions after the expiration of their existing subscription period. Although our customer retention rate has been high historically, we cannot assure you that we will not experience lower customer retention rates in the future, or that we will be able to accurately predict renewal rates. Our customers may decide not to renew their subscriptions at all, or may decide not to renew with a similar contract period, at the same prices or terms, or with the same or a greater amount of products, solutions or users. Our customer retention may decline or fluctuate as a result of a number of factors, many of which are beyond our control, including our customers’ satisfaction with our platform and applications, the quality of our professional services and customer support, our prices, the features and pricing of competing products, reductions in our customers’ spending levels, customer adoption and expanded use of our platform, mergers and acquisitions involving our customers and uncertain or deteriorating general economic conditions. Our ability to increase the number of users may also be negatively impacted by current and future AI capabilities that may reduce or replace our customers’ need for existing or future employees who are or would be potential users 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.
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26 Our sales cycles can be long and unpredictable, particularly with respect to large enterprises, and our sales efforts require considerable time and expense. Our results of operations may fluctuate, in part, because of the complexity of customer problems that our platform and applications address, the resource ‑ intensive nature of our sales efforts, the length and variability of our sales cycles and the difficulty in making short ‑ term adjustments to our operating expenses. The timing of our sales is difficult to predict. The average length of our sales cycle, from initial evaluation to payment for our subscriptions and licenses, is four to eight months, but can vary substantially from customer to customer and can extend over a number of years for some customers. Our sales efforts involve educating our customers about the use, technical capabilities and benefits of our platform. Customers often undertake a prolonged evaluation process, which frequently involves not only our platform but also other companies’ products. In addition, the size of potential customers may lead to longer sales cycles. For instance, we invest resources into sales to large organizations, and large organizations typically undertake a significant evaluation and negotiation process due to their leverage, size, organizational structure and approval requirements, all of which can lengthen our sales cycle. Our ability to close sales during long sales cycles has in the past been, and may in the future be, negatively impacted by events outside of our control, such as labor union strikes and volatile macroeconomic conditions. We may also face unexpected deployment challenges with large organizations or more complicated deployment of our platform and core solutions. Large organizations may demand additional features, support services and pricing concessions or require additional security management or control features. We may spend substantial time, effort and money on sales efforts to large organizations without any assurance that our efforts will produce any sales. As a result, it is difficult to predict exactly when, or even if, we will make a sale to a potential customer or if we can increase sales to our existing customers. Individual sales tend to be large as a proportion of our overall sales, which impacts our ability to plan and manage cash flows and margins. These large individual sales have, in some cases, occurred in quarters subsequent to those we anticipated, or have not occurred at all. If our sales cycle lengthens or our substantial up-front investments do not result in sufficient revenue to justify our investments, our business, operating results and financial condition could be adversely affected. In addition, within each quarter, it is difficult to project the month in which a sale will close. Therefore, it is difficult to determine whether we are achieving our quarterly expectations or will achieve annual expectations until near the end of the quarter or year, as applicable. Most of our expenses are relatively fixed or require time to adjust. Therefore, if expectations for our business are not accurate, we may not be able to adjust our cost structure on a timely basis, and our margins and cash flows may differ from expectations. 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 seek to grow our partner ecosystem as a way to grow our business. We anticipate that we will continue to establish and maintain relationships with third parties, including go-to-market, implementation and development partners. We plan to continue to establish and maintain similar strategic relationships in certain industry verticals and otherwise, and we expect our go-to-market partners to become an increasingly important aspect of our business. However, these strategic relationships could limit our ability in the future to compete in certain industry verticals and, depending on the success of our partners and the industries that those partners operate in generally, may negatively impact our business because of the nature of strategic alliances, exclusivity provisions, or otherwise. As our agreements with strategic partners terminate or expire, we may be unable to renew or replace these agreements on comparable terms, or at all. Our future revenue growth and ability to achieve and sustain profitability depends in part on our ability to identify, establish and retain successful strategic partner relationships in the United States and internationally, which will take significant time and resources and involve significant risk. To the extent we do identify such partners, we cannot be certain that we will be able to negotiate commercially attractive terms with any strategic partner, if at all. In addition, all implementation partners must be trained to implement our platform. In order to develop and expand our go-to-market channels, we must continue to develop and improve our processes for go-to-market partner introduction and implementation partner training. The success of our partner training programs is critical to our ability to provide adequate customer support and product implementation services. If we do not succeed in identifying suitable strategic partners, maintaining our relationships with such partners and upskilling them through our training programs, our business, operating results and financial condition may be adversely affected.
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27 Moreover, we cannot guarantee that the partners with whom we have strategic relationships will continue to devote the resources necessary to expand our reach and increase our distribution. In addition, customer satisfaction with services and other support from our strategic partners may be less than anticipated, negatively impacting anticipated revenue growth and operating results. We cannot be certain that these partners will prioritize or provide adequate resources to selling our platform. Further, some of our strategic partners offer competing products or also work with our competitors. As a result of these factors, many of the companies with whom we have strategic alliances may choose to pursue alternative technologies and develop alternative products in addition to or in lieu of our platform, either on their own or in collaboration with others, including our competitors. We cannot assure you that our strategic partners will continue to cooperate with us. In addition, actions taken or omitted to be taken by such parties may adversely affect us. Moreover, we rely on our partners to operate in accordance with the terms of their contractual agreements with us. For example, our agreements with our implementation partners limit the terms and conditions pursuant to which they are authorized to offer technical support and related services. If we are unsuccessful in establishing or maintaining our relationships with third parties, or if our strategic partners do not comply with their contractual obligations to us, our business, operating results and financial condition may be adversely affected. Even if we are successful in establishing and maintaining these relationships with third parties, we cannot assure you that these relationships will result in growing our customer or user base or increased revenue to us. 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. We recognize revenue from our SaaS contracts ratably over the term of the subscription period, which is typically three years but can range from less than one year up to ten years. We recognize the majority of the revenue from our term-based and perpetual licenses when our software is first made available to the customer or upon commencement of the license term, if later, and the remainder is attributable to maintenance and support fees recognized ratably over the contract term. Following our transition to a SaaS-based model, the majority of our revenue in each quarter since the first quarter of 2023 has been derived from the recognition of revenue relating to SaaS contracts entered into during previous quarters, and we expect that trend to continue. Consequently, a decline in new or renewed SaaS contracts in any single quarter may only have a small impact on the revenue that we recognize for that quarter. However, such a decline will negatively affect our revenue in future quarters. Accordingly, the effect of significant downturns in sales and potential changes in our pricing policies or rate of customer or user expansion or retention may not be fully reflected in our operating results until future periods. In addition, a significant portion of our costs are expensed as incurred. As a result, growth in the number of new customers, products, solutions or users could continue to result in our recognition of higher costs and lower revenue in the earlier periods of our subscriptions. As we continue to transition more existing customers to our SaaS-based pricing model it also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers or from existing customers that renew their subscriptions on a SaaS-basis must be recognized over the applicable subscription term. Our continued transition to a SaaS-based model could cause our operating results to fluctuate. We began offering subscriptions to our platform under SaaS contracts in the third quarter of 2020; since 2023, customers on SaaS contracts have accounted for the majority of our total revenue and more than 90% of our new customers have been on SaaS contracts. We expect revenue from SaaS contracts to contribute an increasing portion of total revenue over time, but we may continue to offer licenses to certain customers in limited circumstances, such as government agencies or large enterprises in heavily regulated industries. Under our SaaS-based model, we generally recognize revenue ratably over the term of the contract. Our continued transition of existing customers to SaaS contracts results in revenue we otherwise would have recognized in the initial period of a perpetual or term-based license agreement being recognized in a later period. Further, certain customers with term-based license agreements may not wish to renew on a SaaS-basis when their existing contracts expire, and there can be no assurance that we will be able to convert perpetual license customers to our SaaS- based model, each of which could cause our operating results to fluctuate from period to period. Changes in our pricing model could harm our business, operating results and financial condition. As the markets for our platform grow, as current or new competitors introduce new products that compete with ours or as we enter into new international markets, we may be unable to attract new customers or retain existing
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28 customers at the same price or based on the same pricing model as we have historically used. In addition, we have limited experience with respect to determining the optimal prices for subscriptions to our platform, including our AI technologies, and paid applications offered through the OneStream Solution Exchange. As a result, we have made, and may in the future make additional, changes to our pricing model. For example, in 2025, we began enhancing our pricing model to enable customers to obtain our products and solutions on an individual or bundled basis. Historically, customers have purchased access to our products and solutions primarily on a platform and seat- based model. While still in the relatively early stages, this could lead to a change in revenue or profitability, particularly in the short-term, if new or renewing customers decide to purchase products and solutions that are less expensive, in the aggregate, than the cost under our historical pricing model. We may also be required or choose to reduce our prices, which could harm our business, operating results and financial condition. Regardless of pricing model used, large customers may demand deeper price discounts than in the past. As a result, we may be required to reduce our prices, offer shorter contract durations or offer alternative pricing models, which could adversely affect our revenue, gross margin, profitability, financial position and cash flow. We may choose not to introduce or be unsuccessful in implementing future price increases. Given our limited operating history and limited experience with our current subscription and pricing models, we may not be able to accurately predict customer renewal or retention rates. 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. Our quarterly financial results might fluctuate as a result of a variety of factors, many of which are outside of our control. If our quarterly financial results fall below the expectations of investors or any securities analysts who might follow our stock, the price of our Class A common stock could decline substantially. Some of the important factors that might cause our revenue, operating results and cash flows to fluctuate from quarter to quarter include: • our ability to attract new customers and retain and increase sales to existing customers; • our ability to continue transitioning existing customers from term-based or perpetual licenses to SaaS subscriptions upon the expiration of their current contracts; • the uneven revenue contribution from customers with perpetual licenses; • the ability to implement our platform and core solutions, which depends in part on the availability of qualified partners and employees; • our ability to expand into new markets, including international markets; • the number of new employees added; • the rate of expansion and productivity of our sales force; • changes in our or our competitors’ pricing policies; • the amount and timing of operating costs and capital expenditures related to the operations and expansion of our business, including changes in the cost of our cloud-computing arrangements with Microsoft; • high inflation and our ability to control our costs, including employee wages and benefits and other operating expenses; • new products, features or functionalities, including AI capabilities and technologies, introduced by us and our competitors;
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29 • the amount and timing of our equity-based compensation expenses; • significant security breaches, technical difficulties or interruptions in the availability of our platform; • the timing of customer payments and payment defaults by customers; • general economic conditions, including the imposition of new, additional or escalated tariffs or other trade measures, which might harm either our customers’ ability or willingness to expand their usage of our platform, delay a prospective customer’s purchasing decision or affect customer retention; • changes in foreign currency exchange rates; • impact of applicable tax laws, rules and regulations; • the impact of new accounting pronouncements; and • the timing and the amount of grants or vesting of equity awards to employees. In addition, under certain SaaS contracts, customers may contractually increase the number of users over time, particularly for larger or more complex deployments. For such contracts, the amount of revenue recognized may be lower than annual recurring revenue, or ARR, as ARR reflects the annualized software revenue, as of a measurement date, that will be recognized assuming any contract expiring in the next 12 months is renewed at the rate prevailing in the final month of the contract, and therefore revenue may grow more slowly than ARR. If, however, we determine that a contract will be cancelled or reduced, we exclude the cancelled or reduced contract from our calculation of ARR, meaning that it may decline more quickly than revenue. For additional information on ARR, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics—Annual Recurring Revenue.” Many of these factors are outside of our control and difficult to forecast, and the occurrence of one or more of them might cause our revenue, operating results and cash flows to vary widely. As such, we believe that quarter-to-quarter comparisons of our revenue, operating results and cash flows might not be meaningful and should not be relied upon as an indication of future performance. Seasonality causes our operating results and financial metrics to fluctuate from quarter to quarter and make them more difficult to predict. Because many of our core solutions and applications focus on finance functions, including financial close and consolidation, financial and operational planning, account reconciliation, reporting and analytics, we have historically experienced pronounced seasonality in the third and fourth quarters. We typically acquire a relatively larger proportion of our customers in these quarters as a result of procurement cycles at our target customers and timing of our customers’ phased-in implementation of our core solutions. Because our customers also include U.S. government agencies, we have experienced an increase in revenue in the fourth quarter following the end of the federal government’s fiscal year. We may also be susceptible to effects from any lapses in government appropriations, such as that which ran from October 1, 2025 to November 12, 2025. The rapid growth in our business has offset the impact of this seasonal trend to date and, because we recognize a portion of our revenue ratably, increases or decreases in new sales, customer expansion or renewals in a given period may not be immediately reflected in revenue for that period. We expect that seasonality will continue to affect our operating results and may 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. We believe that developing, maintaining and enhancing awareness and integrity of our brand and reputation in a cost-effective manner are important to achieving widespread acceptance of our platform and are important elements in attracting new customers and maintaining existing customers. We believe that the importance of our brand and
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30 reputation will increase as competition in our market further intensifies. Successful promotion of our brand depends on the effectiveness of our marketing efforts, our ability to provide a reliable and useful platform at competitive prices, the perceived value of our platform, our ability to maintain our customers’ trust, our ability to continue to develop additional applications and use cases, and our ability to differentiate our platform and capabilities from competitive offerings. Brand promotion activities may not yield increased revenue, and even if they do, the increased revenue may not offset the expenses we incur in building and maintaining our brand and reputation. We also rely on our customer and user base in a variety of ways, including to give us feedback on our platform. If we fail to promote and maintain our brand successfully or to maintain loyalty among our customers, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to attract new customers and partners or retain our existing customers and partners and our business, operating results and financial condition may be adversely affected. Any negative publicity relating to our employees, partners or others associated with these parties may also tarnish our own reputation simply by association and may reduce the value of our brand. Damage to our brand and reputation may result in reduced demand for our platform and increased risk of losing market share to our competitors. Any efforts to restore the value of our brand and rebuild our reputation may be costly and may not be successful. Sales to government entities and highly regulated organizations are subject to a number of challenges and risks. We sell our platform to U.S. federal, state, local and foreign governmental agency customers, as well as to customers in highly regulated industries such as financial services, telecommunications and healthcare. Sales to such entities are subject to a number of challenges and risks. Selling to such entities can be highly competitive, expensive and time-consuming, often requiring significant up-front time and expense without any assurance that our efforts will generate a sale. So that our platform can be approved for use by the U.S. government, our platform is required to meet certain government security standards. For example, we have achieved FedRAMP High Authorization. Any change in our FedRAMP certification (or change in compliance with similar government security requirements) could impede our ability to enter into contracts with government entities. If we do not successfully manage our FedRAMP certification and other similar compliance obligations, our sales to governments and governmental agencies could be delayed or limited, and as a result, our business, operating results and financial condition could be adversely affected. In addition, government certification requirements for products like ours may change, thereby restricting our ability to sell into the government sector until we have attained such revised certification or certifications. Government contracting requirements may also change and, in doing so, restrict our ability to sell into the government sector until we or our partners have met government-mandated requirements. If we do not achieve and maintain compliance with government requirements, it may harm our competitive position against competitors whose offerings are able to meet these requirements. There can also be no assurance that we will secure commitments or contracts with government entities even following efforts to meet government requirements, which could harm our margins, business, operating results and financial condition. Additionally, government entities and highly regulated organizations typically have longer implementation cycles, sometimes require acceptance provisions that can lead to a delay in revenue recognition, can have more complex IT and data environments and may expect greater payment flexibility from vendors. Further, governmental and highly regulated entities may demand contract terms that differ from our standard arrangements and may be less favorable than terms agreed upon with private sector customers. Such entities may have statutory, contractual or other legal rights to terminate contracts with us or our partners for convenience or for other reasons. Contracts with governmental entities may also include preferential pricing terms, including, but not limited to, “most favored customer” pricing. In the event that we are successful in being awarded a government contract, such award may be subject to appeals, disputes or litigation, including but not limited to bid protests by unsuccessful bidders. As a government contractor or subcontractor, we must comply with laws, regulations and contractual provisions relating to the formation, administration and performance of government contracts, which affect how we and our partners do business with government agencies. Governments routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in the government refusing to renew our subscriptions, a reduction in revenue or fines or civil or criminal liability if the audit uncovers improper or illegal activities. As a result of actual or perceived noncompliance with government contracting laws, regulations or contractual provisions, we may also be subject to non-ordinary course audits and government or internal investigations which may prove costly to our business financially, divert management time or limit our ability to continue selling
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31 our platform to our government customers. These laws, regulations and contractual provisions could result in other added costs on our business, and failure to comply with these or other applicable regulations and requirements could lead to claims for damages from our partners, downward contract price adjustments or refund obligations, civil or criminal penalties, investigations, audits, termination of contracts, fines and other penalties, including, but not limited to, the federal False Claims Act. Violations of certain regulatory and contractual requirements, or failure to maintain required certifications, could also result in suspension or debarment from government contracting for a period of time with government agencies. Any such damages, penalties, disruption or limitation in our ability to do business with a government would adversely impact our business, operating results, financial condition, public perception and growth prospects. Government demand and payment for our platform is affected by evolving procurement policies and priorities, public sector budgetary cycles and funding authorizations, prolonged government shutdowns, as well as government fiscal and contracting policies. In addition, the current administration has stated its intent to evaluate overall government spending. Related pressures on and uncertainty surrounding the U.S. federal government’s budget (including lapses in appropriations and government shutdowns) could adversely affect staffing levels and funding for government agencies (which, in addition to federal agencies, may also include state and local agencies that receive federal grants or other federal funding) that purchase our products, which could, in turn, adversely affect demand for our platform or result in contract terminations or reductions. If expected sales to a government entity or highly regulated organization for a particular quarter are not realized in that quarter, at certain scale, or at all, our business, operating results, financial condition and growth prospects could be adversely affected. 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. We regularly review and may adjust our processes for calculating our metrics used to evaluate our growth, measure our performance and make strategic decisions. These metrics are calculated using internal company data and have not been evaluated by a third party. Our metrics and estimates may differ from estimates published by third parties or from similarly titled metrics of our competitors due to differences in methodology or the assumptions on which we rely. In addition, our methodologies for tracking our metrics and performance may also change over time, which could result in changes to the metrics we disclose. If securities analysts or investors do not consider our metrics to be accurate representations of our business, or if we discover material inaccuracies in our estimates, then the market price of our Class A common stock could decline, our reputation and brand could be harmed and our business, operating results and financial condition could be adversely affected. 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. As part of our growth strategy we expect to expand the number of applications available on our platform with a combination of internally developed applications and applications developed by our partner community. If we or our partners are unable to introduce and successfully implement new applications, enhancements or features, or fail to develop new applications that achieve market acceptance or that keep pace with rapid technological developments, our business, operating results, financial condition and growth prospects could be adversely affected. The success of enhancements and new applications depend on several factors, including timely completion, introduction and market acceptance. We must continue to meet changing expectations and requirements of our customers and, because our platform is designed to operate on a variety of systems and integrate a number of different technologies, we will need to continuously modify and enhance our platform to keep pace with changes in Internet-related hardware and other software, communication, browser and database technologies. Any failure of our platform to operate effectively with future software and technologies or to evolve and scale to address the changing needs of our customers could reduce the demand for our platform or result in customer dissatisfaction, which could adversely impact our business, operating results and financial condition. Further, uncertainties about the timing and nature of new software or technologies, or modifications to our platform or existing software or technologies, could increase our research and development expenses. If we are not successful in developing modifications and enhancements to our platform or if we fail to introduce new applications to market in a timely fashion, our platform might become less marketable, less competitive
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32 or obsolete, our revenue growth might be significantly impaired and our business, operating results and financial condition 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. We have developed and intend to continue to develop AI-enabled solutions offered through our platform and the OneStream Solution Exchange. We also expect AI technology to become more important to our operations and future growth. However, there can be no assurance that we will realize the desired or anticipated benefits from our investments in and use of AI technology. We may also fail to properly develop and implement AI technology or market our AI-enabled solutions. Our competitors or other third-parties may incorporate AI technology into their offerings more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our operating results and growth prospects. Additionally, our use of AI technology may expose us to claims, demands and proceedings by private parties and regulatory authorities and subject us to legal liability as well as brand and reputational harm. For example, if the output that our AI technology assists in producing is, or is alleged to be, deficient, inaccurate or biased, or if such output, including the collection, use or other processing of data used to train or create such output, is, or is alleged to be, infringing on or misappropriating third-party intellectual property rights or otherwise violating applicable laws, regulations or other actual or asserted legal obligations to which we are or may become subject, our business, operating results, financial condition and growth prospects could be adversely affected. Further, our employees, and other contractors or consultants, may input inappropriate or confidential information into an AI solution, thereby compromising our business operations, which may cause business operation disruptions, diversion of the attention of management and key information technology resources, and possibly lead to security breaches or incidents, or loss of, or unauthorized access to or other processing of, our confidential information or other business data. The legal, regulatory and policy environments around AI technology are evolving rapidly, including the EU AI Act and numerous laws proposed, and in certain cases enacted, in various U.S. states relating to the development and use of AI technology, and we may become subject to new and evolving legal and other obligations. These and other developments may require us to make significant changes to our use of AI technology, including by limiting or restricting our use of AI technology, which in turn may require us to spend significant time, money and other resources and make significant changes to our policies and practices. The use of AI technology also presents emerging ethical issues that could harm our reputation and business if our use of AI technology becomes controversial. Interruptions or performance problems associated with our platform and technology might harm our business, operating results, financial condition and reputation. Our continued growth depends in part on the ability of our existing and potential customers to access our platform at any time. Our platform is proprietary, and we rely on the expertise of members of our engineering, operations and development teams, as well as our relationship with Microsoft for its Azure hosting services, for their continued performance. We have experienced, and may in the future experience, disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints due to an overwhelming number of users accessing our platform simultaneously, denial-of-service attacks or other security-related incidents, natural disasters, pandemics or other catastrophic events. In some instances, we might not be able to identify the cause or causes of these performance problems within an acceptable period of time. Because of the seasonal nature of financial close activities, increasing complexity of our platform and expanding user population, it might become difficult to accurately predict and timely address performance and capacity needs during peak load times and incorrect predictions may result in capacity constraints that prevent users from being able to access our platform within a reasonable amount of time or at all. To the extent that we do not effectively address capacity constraints, upgrade our systems and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, operating results and financial condition might be harmed. Further, interruptions or performance problems with our platform may cause our customers to experience serious damage, including the loss of data. This could cause customers to lose trust and confidence in us, and our reputation could be harmed.
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33 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. Our customer contracts contain service level commitments, which contain specifications regarding the availability and performance of our platform. Any failure of or disruption to our infrastructure could impact the performance of our platform and the availability of services to customers. We may in the future be unable to meet our stated service level commitments and, if we were to suffer one or more extended periods of poor performance or unavailability of our platform, we could become contractually obligated to provide affected customers with service credits and, in certain cases, face contract termination with refunds of prepaid amounts related to unused subscriptions. In such an event, we may also be required, or may choose, for customer relations or other reasons, to expend significant additional resources in order to help correct the problem. If we suffer performance issues, outages or downtime that exceeds the service level commitments under our contracts with our customers, our business, operating results and financial condition would be adversely affected. 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. We manage our platform and serve most of our customers using cloud-based infrastructure that is owned and operated by Microsoft. We do not control the operation of these facilities. Any changes in third-party service levels at our data centers or any disruptions or delays from errors, defects, hacking, incidents, security breaches or incidents, computer viruses or other intentional bad acts or performance problems could harm our reputation, damage our customers’ businesses and harm our business, operating results and financial condition. The third-party data centers that we use are also vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures and similar events. If the data centers that we use were compromised or unavailable or our customers were unable to access our platform for any reason, our business and operations would be materially harmed. Our customers have experienced disruptions and outages in accessing our platform in the past, and might in the future experience, disruptions, outages and other performance problems. Although we expend considerable effort to ensure that our platform is capable of handling existing and increased traffic levels, the ability of our cloud-based platform to effectively manage any increased capacity requirements depends on our third-party providers. Our third-party data center providers might not be able meet such performance requirements, especially to cover peak levels or spikes in traffic, and as a result, our customers might experience delays in accessing our platform or encounter slower performance in our core solutions or applications, which could significantly impair the operations of our customers. Interruptions in our services might reduce our revenue, cause us to issue credits to customers, subject us to potential liability and cause customers to terminate their subscriptions or harm our renewal rates. If we do not accurately predict our infrastructure capacity requirements, our customers could experience service shortfalls. The provisioning of additional cloud hosting capacity requires lead time. In addition, if these services and infrastructure become unavailable because they are no longer available on commercially reasonable terms, our expenses could increase. If we are unable to maintain our relationship with, or achieve required capacity under, our agreements with Microsoft, we might be required to transfer the operation of our platform to new data center facilities, and we might incur significant costs and possible service interruption in connection with doing so. 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. Our platform must interoperate with a variety of third-party hardware and software systems and applications. Our business will be harmed if any provider of such software systems or applications: • discontinues or limits our access to its software;
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34 • modifies its terms of service or other policies, including fees charged to, or other restrictions on us, or other platform and application developers; • changes how information is accessed by us or our customers; • establishes more favorable relationships with one or more of our competitors; or • develops or otherwise favors its own competitive offerings over our platform. Third-party services and products are constantly evolving, and we may not be able to modify our platform or core solutions to assure their compatibility with those of other third parties as they continue to develop or emerge in the future, or we may not be able to make such modifications in a timely and cost-effective manner. In addition, some of our competitors may be able to disrupt the operations or compatibility of our platform or core solutions with their products or services, or exert strong business influence on our ability to, and terms on which we, operate our platform. Should any of our competitors modify their products or standards in a manner that degrades the functionality of our platform or core solutions or gives preferential treatment to our competitors or competitive products, whether to enhance their competitive position or for any other reason, or if we are not permitted or able to integrate our platform or core solutions with these and other third-party applications in the future, 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. Our platform is deployed in a wide variety of technology environments and into a broad range of complex workflows. Our platform has been integrated into large-scale, enterprise-wide technology environments and specialized use cases, and our success depends on our ability, and the ability of our partner community, to implement our platform successfully in these environments. We and our implementation partners often assist our customers in implementing our platform, but many customers use a third-party service firm. If we, our implementation partners, non-certified third-parties or our customers are unable to implement our platform and core solutions successfully, or are unable to do so in a timely manner, inadequate performance might result and customer perceptions of our platform, core solutions, applications and company might be impaired, our reputation and brand might suffer, we may face legal claims, customers might choose not to renew or expand the use of our platform and we might lose opportunities for additional sales. 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. Our customers sometimes request training to assist them in implementing our platform and core solutions into their business and rely on our customer support personnel to resolve issues and realize the full benefits that our platform and core solutions provide. As a result, an increase in our number of customers is likely to increase demand for training. Given that our customer base continues to grow, we expect that we will need to provide more customers with training to enable them to realize significant business value from our platform. We also rely on our ecosystem of implementation partners with trained and OneStream-certified professionals that help our customers implement our platform and core solutions and provide related training. We have been increasing our implementation partners and customer enablement through our training initiatives designed to create an ecosystem of people that are skilled in the use and implementation of our platform. However, if we or our implementation partners are unable to provide sufficient high-quality training resources, our customers may not effectively implement our platform or core solutions into their business or realize sufficient business value from our platform to justify follow-on sales, which could impact our future financial performance. Additionally, if our implementation partners fail to perform to our customers’ satisfaction or if the brand for any of our implementation partners is harmed, our customers may not choose to rely on our implementation partners for implementation and training.
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35 Any failure to offer high-quality support for our platform might harm our relationships with our customers and our financial results. In deploying and using our platform, our customers depend on our support services to resolve complex technical and operational issues. We might be unable to respond quickly enough to accommodate short-term increases in customer demand for product support. We also might be unable to modify the nature, scope and delivery of our product support to compete with changes in product support services provided by our competitors. Increased customer demand for product support, without corresponding revenue, could increase our costs and harm our operating results. Increased customer demand and expansion of our customer base, including in international markets, may also require us to outsource certain technical and operational support services to third-party providers. There is no guarantee that such third parties would be able to provide an adequate level of support or that we will be able to implement an effective support escalation plan to address issues these third-party providers are unable to address or resolve to our customers’ satisfaction. Our sales are highly dependent on our business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality product support, or a market perception that we do not maintain high-quality product support, could harm our reputation, our ability to sell our platform to existing and prospective customers, our business, operating results and financial condition. 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. Our success depends largely upon the continued services of our executive officers and other key employees. We rely on our leadership team in the areas of research and development, operations, security, marketing, sales and general and administrative functions. In particular, Mr. Shea, our co-founder and chief executive officer, provides our strategic direction, is one of our core solution architects and has built and maintained what we believe is an attractive workplace culture. From time to time, there might be changes in our executive management team resulting from the hiring or departure of executives, such as the transitions announced in December 2025, which could disrupt our business, particularly in the short-term. If we are not successful in integrating new key employees into our organization or implementing organizational changes at the executive level, such failure could disrupt our business. We do not have employment agreements with our executive officers or other key personnel that require them to continue to work for us for any specified period and, therefore, they could terminate their employment with us at any time. The loss of one or more of our executive officers or key employees, especially our chief executive officer, could harm 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. To execute our growth plan, we must attract and retain highly qualified personnel across our business, both in the United States and internationally. Competition for personnel is intense, especially for experienced sales personnel and engineers experienced in designing and developing cloud-based solutions and applications, including products with AI and machine learning capabilities. We have from time to time experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have, and some of these companies may offer more attractive compensation packages. If we hire employees from competitors or other companies, their former employers might attempt to assert that we or these employees have breached their legal obligations, resulting in a diversion of our time and resources. Likewise, if competitors hire our employees, we might divert time and resources to deterring any breach by our former employees or their new employers of their legal obligations. In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of our equity awards declines, it might harm our ability to recruit and retain highly-skilled employees. Further, laws and regulations, such as restrictive immigration laws or export control laws, may limit our ability to recruit internationally. We must also continue to retain and motivate existing employees through our compensation practices, company culture and career development opportunities. We may fail to identify, attract and retain talented and diverse employees who support our corporate culture that we believe fosters innovation, teamwork, diversity and inclusion, and which we believe is critical to our success. If we fail to identify, attract, develop and integrate new personnel, or fail to retain and motivate our current personnel, our growth prospects would be
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36 severely harmed. As we continue to grow and further develop our public company infrastructure, we may find it difficult to maintain our company culture. In particular, increasing our customer and user base and sales will depend, to a significant extent, on our ability to effectively expand our sales and marketing operations and activities. We are substantially dependent on our direct sales force to obtain new customers. We plan to continue to expand our direct sales force and marketing team over time, both domestically and internationally. We believe that there is significant competition for experienced sales and marketing professionals with the skills and technical knowledge that we require. Our ability to achieve significant revenue growth in the future will depend, in part, on our success in recruiting, training and retaining a sufficient number of experienced professionals. New hires require significant training and time before they achieve full productivity, particularly in new sales segments and territories. Our recent hires and planned hires might not become as productive as quickly as we expect, and we might be unable to hire or retain sufficient numbers of qualified individuals in the future in the markets where we do business. Our business will be harmed if our sales expansion efforts do not generate a significant increase in revenue. Unfavorable macroeconomic conditions that impact us or our customers or potential customers could adversely affect our business, operating results, financial condition and growth prospects. Recent macroeconomic conditions, including the effect of tariffs imposed by the U.S. or foreign governments and other trade measures, fluctuations in inflation, higher interest rates, which can increase borrowing costs, global banking system instability, wars and conflicts in Ukraine/Russia, throughout the Middle East, other geopolitical tensions (particularly between the U.S. and Europe) and labor strikes, have negatively impacted the global economy, disrupted global supply chains and created continued uncertainty, volatility and disruption of financial markets. They have also caused customers and potential customers to optimize consumption, rationalize budgets and prioritize cash flow management. As a result, we have experienced, and may in the future experience, the lengthening of sales cycles and a negative impact on customer acquisition and renewals, customer collections and our sales and marketing efforts. These and other direct and indirect impacts of unfavorable macroeconomic conditions on us and our customers and 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. Historically, we have funded our operations and capital expenditures primarily through equity issuances and cash generated from our operations. Although we currently anticipate that our existing cash and cash equivalents, available borrowings under our credit facility and cash flow from operations will be sufficient to meet our cash needs for the foreseeable future, we may require additional financing. We evaluate financing opportunities from time to time, and our ability to obtain financing will depend, among other things, on our development efforts, business plans, operating performance and condition of the capital markets at the time we seek financing. Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders. We may sell Class A common stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences and privileges senior to those of holders of our Class A common stock. Our credit facility includes, and any future debt financing could involve, restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth, development efforts and to respond to business challenges could be significantly impaired, and our business, operating results and financial condition may be adversely affected.
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37 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. Subject to restrictions and limitations contained in the Merger Agreement, we may acquire or invest in other businesses, products or technologies that we believe could further complement or expand our platform, enhance our technical capabilities or otherwise offer growth opportunities. The pursuit of potential acquisitions or investments may divert the attention of our management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions or investments, whether or not they are completed. Acquisitions or investments may not ultimately strengthen our competitive position or achieve our goals, and any transactions we complete could be viewed negatively by customers, partners or investors. In addition, we may not be able to integrate acquired businesses successfully or effectively manage the combined company following an acquisition. Any integration process will require significant time and resources, require significant attention from management and disrupt the ordinary functioning of our business, and we may not be able to manage the process successfully, which could harm our business. If we fail to successfully integrate our acquisitions, or the people or technologies associated with those acquisitions, into our company, the operating results of the combined company could be adversely affected. In addition, we may not successfully evaluate or use the acquired technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges. Further, we cannot guarantee that any company we may acquire, or any company from which we may acquire an asset, has appropriately created, maintained or enforced intellectual property rights in their technology, potentially subjecting us to infringement claims if we were to adopt or use such technology. Indemnification and other rights under acquisition documents may be limited in term and scope and may therefore provide little or no protection from these risks. We may pay cash, incur debt, or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of our capital stock. The sale of equity to finance any such acquisitions could result in dilution to our stockholders. If we incur more debt, it will result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede our ability to flexibly operate our business. 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. From time to time, we may be subject to claims, lawsuits, government investigations and other proceedings involving products liability, competition and antitrust, intellectual property rights, privacy, data protection, cybersecurity, consumer protection, stockholder rights, securities, tax, labor and employment, commercial disputes and other matters that could adversely affect our business, operating results and financial condition. As a newly public company our business and operating results are more visible, which may increase the risk of threatened or actual litigation, regulatory disputes and government investigations. Legal and regulatory proceedings and government investigations may be protracted and expensive and the results are difficult to predict. Certain of these matters could include speculative claims for substantial or indeterminate amounts of damages and claims for indemnification, contribution or injunctive relief. Additionally, our litigation and other associated costs could be significant. Adverse outcomes with respect to litigation or any of these legal proceedings, disputes or investigations may result in significant settlement costs or judgments, penalties and fines or require us to modify our platform, all of which could negatively affect our revenue growth. The results of litigation, investigations, claims and regulatory proceedings cannot be predicted with certainty, and determining reserves for pending litigation and other legal and regulatory matters requires significant judgment. There can be no assurance that our expectations will prove correct, and even if these matters are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our reputation, 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. Under our bylaws and certain indemnification agreements to which we are a party, we have an obligation to indemnify, or we have otherwise agreed to indemnify, our current and former directors and certain of our officers with respect to past, current and future investigations and litigation. The scope of our indemnification obligations may be broader than the coverage available under our directors’ and officers’ liability insurance, or there may be insufficient
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38 coverage available. Further, in the event the directors and officers are ultimately determined not to be entitled to indemnification, we may not be able to recover any amounts we previously advanced to them. We cannot provide any assurances that future indemnification claims, including the cost of fees, penalties or other expenses, will not exceed the limits of our insurance policies, that such claims are covered by the terms of our insurance policies or that our insurance carrier will be able to cover such claims. Further, should a coverage dispute arise, we may also incur significant expenses in relation to litigating or attempting to resolve any such dispute. Accordingly, we may incur significant unreimbursed costs to satisfy our indemnification obligations, which 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 currently maintain offices in the United States and in Australia, Europe and Singapore, and we intend to continue to expand our international operations. Any international expansion efforts that we may undertake might not be successful. In addition, conducting international operations in new markets subjects us to new risks that we have not generally faced in the United States. These risks include: • ability to negotiate and contract in foreign languages; • localization of our platform, including translation into foreign languages and adaptation for local practices and regulatory requirements, including financial accounting standards; • lack of familiarity and burdens of complying with foreign laws, legal standards, regulatory requirements, tariffs and other barriers; • changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or other trade restrictions; • differing technology standards and differing acceptance and adoption of cloud-based software products; • different pricing environments, longer accounts receivable payment cycles and difficulties in collecting accounts receivable; • difficulties in managing and staffing international operations and differing employer-employee relationships; • fluctuations in exchange rates that have and may continue to increase the volatility of our foreign-based revenue; • potentially adverse tax consequences, including the complexities of foreign value added tax (or other tax) systems and restrictions on the repatriation of earnings; • uncertain political and economic climates, wars and geopolitical tensions; • difficulties in obtaining local partners; and • reduced or varied protection for intellectual property rights in some countries. These factors might cause our costs of doing business internationally to exceed our comparable domestic costs. Operating in international markets also requires significant management attention and financial resources. Any
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39 negative impact from our international business efforts could harm our business, operating results and financial condition. Further, entry into certain transactions with foreign entities now or in the future may be subject to government regulations, including review related to foreign direct investment by U.S. or foreign government entities. Termination of or limitations on our relationships with foreign third parties can also occur if U.S. legislation, sanctions, trade restrictions, or other U.S. and foreign regulatory requirements, prohibitions, or restrictions, limit or prevent our ability to enter into arrangements with such foreign third parties. For example, regulations overseen by the Department of Justice took effect in April 2025 that place limitations, and in some cases prohibitions, on certain transfers of sensitive personal data to service providers or vendors located in China or with other specified links to China (and other designated countries). Under these regulations, we may be required to re-examine current contracts or engage in new contract negotiations with third parties that aid in processing data on our behalf or otherwise have access to personal data. These rules also may broadly require us to extract promises from other third-party service providers that they will not transfer data we share with them onward to parties linked to countries of concern. These and other future regulations, legislation, sanctions or restrictions could adversely impact our current or future third-party arrangements, and may add expenses or unforeseen burdens to the process of contracting with service providers. If a transaction with a foreign entity was subject to regulatory review, such regulatory review might limit our ability to enter into the desired strategic alliance and thus our ability to carry out our long-term business strategy. 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. International sales of our platform are subject to economic and trade sanctions regulations established by the Treasury Department’s Office of Foreign Assets Control and, in some cases, export controls, including the Commerce Department’s Export Administration Regulations, which we refer to as Trade Controls. U.S. export controls and economic and trade sanctions prohibit the export, re-export or transfer, without a license or other authorization, of products and services to U.S. embargoed or sanctioned countries and their governments and sanctioned or restricted persons, which we refer to as prohibited persons. Obtaining the necessary authorizations, including any required license, for a particular export or sale might be time-consuming, is not guaranteed and might result in the delay or loss of sales opportunities. Even though we take precautions to prevent our platform from being provided in violation of Trade Controls, our platform could be sold by resellers or could be used by persons in sanctioned countries or prohibited persons despite such precautions. Failure to comply with Trade Controls could have negative consequences, including government investigations, penalties and reputational harm. We and our employees could be subject to civil or criminal penalties, including the possible loss of export or import privileges, fines and, in extreme cases, the incarceration of responsible employees or managers. We also could suffer reputational harm and penalties if our resellers fail to obtain appropriate import, export or re-export licenses or authorizations. In addition, various countries regulate the import of encryption technology, including through import permitting/licensing requirements, and have enacted laws that could limit our ability to distribute our platform or could limit our customers’ ability to implement or access our platform in those countries. Changes in export, sanctions and import laws and regulations could create delays in the introduction and sale of our platform in international markets, prevent our customers with international operations from accessing our platform or, in some cases, prevent the export or import of our platform to some countries, governments or persons altogether. Any change in export or import laws and regulations, trade and economic sanctions or related laws and regulations, shifts in the enforcement or scope of existing regulations, or change in the countries, governments, persons or technologies targeted by such regulations, could result in decreased use of our platform or in our decreased ability to export or sell our platform to existing or potential customers with international operations. Any limitation on our ability to export or sell our platform would likely cause its overall use to decrease and harm our business, operating results and financial condition. Further, tariff-related actions also may indirectly affect our business through impacts on our customers, who may be directly affected by some or all of these tariff actions, or indirectly affected by macroeconomic effects resulting from these or other tariff-related actions, including potential risks associated with inflation or economic recession.
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40 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 are subject to the FCPA, U.S. domestic bribery laws, the UK Bribery Act and other anti-corruption and anti-bribery laws, and anti-money laundering and similar laws, in the countries in which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, business partners, third-party intermediaries, representatives and agents from authorizing, offering, or providing, directly or indirectly, improper payments or other benefits, to government officials or others in the private sector in order to influence official action, direct business to any person, gain any improper advantage, or obtain or retain business. Anti-money laundering laws generally prohibit persons from engaging in transactions where the proceeds at issue derive from, or are intended to facilitate or conceal, illegal activity or where a party to the transaction is “willfully blind” to the illegal sources of the proceeds. As we increase our international sales and business, our risks under these laws may increase. We sometimes engage with third-parties to market our platform or conduct our business in the United States and in foreign jurisdictions. In addition, we, our employees, business partners, third-party intermediaries, representatives and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We may be held liable for the corrupt or other illegal activities of our employees, business partners, third-party intermediaries, representatives and agents, even if we do not explicitly authorize such activities. These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While we have policies and procedures to address compliance with such laws, we cannot assure you that none of our employees, business partners, third-party intermediaries, representatives and agents will take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. Detecting, investigating and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources and attention from senior management, as well as significant defense costs and other professional fees. In addition, any allegations of a violation of the FCPA or other applicable anti-corruption or anti-bribery laws or anti-money laundering laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, severe civil or criminal penalties or injunctions against us, our officers or our employees, disgorgement of profits, suspension or debarment from contracting with governments or other persons, reputational harm, adverse media coverage, and other collateral consequences, all of which may have an adverse effect on our reputation, business, operating results, financial condition, stock price and prospects. We may face exposure to foreign currency exchange rate fluctuations. We sell to customers globally and have significant international operations. As we continue to expand our international operations, we will become more exposed to the effects of fluctuations in currency exchange rates. Although the significant majority of our cash generated from revenue is denominated in U.S. dollars, a material portion is denominated in foreign currencies, and our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations. Because we conduct business in currencies other than U.S. dollars but report our results of operations in U.S. dollars, we also face remeasurement exposure to fluctuations in currency exchange rates, which could hinder our ability to predict our future results and earnings and could materially impact our operating results. Therefore, increases in the value of the U.S. dollar and decreases in the value of foreign currencies could result in the dollar equivalent of our revenue being lower. We do not currently maintain a program to hedge exposures to non-U.S. dollar currencies. To the extent we adjust our pricing in non-U.S. currencies in the future to offset a change in dollar-equivalent revenue as a result of a relative shift in the value of the U.S. dollar, it may negatively affect international demand for our products and solutions, which may in turn have an adverse effect on our international business and operating results.
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41 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. Use of our platform, core solutions and applications involve the storage, transmission and processing of our customers’ confidential data, including highly confidential financial information regarding their business and personal information regarding their customers or employees. Additionally, we maintain our own proprietary, confidential, personal and otherwise sensitive information. We rely on systems, websites and other services, including some that are managed by third parties, for the provision of our platform, core solutions and applications and such IT systems and services are at risk for security breaches and incidents, as well as technical failures and outages, as a result of third-party action, employee, vendor or contractor error, malfeasance, bugs, ransomware and other malicious software, or other factors. Cyberattacks and other malicious Internet-based activity continue to increase generally in number, intensity and sophistication, and cloud-based platform providers of software and services have been targeted. Techniques used to compromise or sabotage systems change frequently, may originate from less regulated and remote areas of the world and may be difficult to detect. These risks may be heightened in connection with wars and conflicts in Ukraine/Russia, throughout the Middle East, and other geopolitical tensions and regional instability. As a result, we, and our vendors and other third parties on which we rely, may be vulnerable to, and may be unable to anticipate or detect, security breaches and incidents. In addition, many of our employees (and those of our vendors and other third parties on which we rely) are working remotely, which may pose additional cybersecurity risks associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks. We have implemented various controls, systems and processes intended to secure our systems and the information on it. However, we cannot guarantee that these measures will be effective or that technical errors or attempted security breaches or disruptions would not be successful or damaging. Even if the vulnerabilities that may lead to an incident are identified, we may be unable to adequately investigate or remediate for any number of reasons, including due to attackers using tools (including AI) and techniques that are designed to circumvent controls, avoid detection and remove or obfuscate forensic evidence. In the normal course of business, we, like many other companies, are and have been the target of malicious cyberattack attempts and have experienced other security incidents. To date, such identified security events have not been material to us, including to our reputation or business operations, or had a material financial impact, but there can be no assurance that future cyberattacks or other security breaches or incidents will not be material. Additionally, as our market presence grows, we, and service providers who store or otherwise process data on our behalf, and other third parties on which we rely, may face increased risks of cyberattack attempts or security threats. We are reliant on third-party security measures to protect against unauthorized access, cyberattacks and other security breaches and incidents and the mishandling of customer, employee and other confidential or sensitive data and we may be required to expend significant time and resources to address any security breaches or incidents related to the failure of those third-party security measures. Our ability to monitor our third-party service providers’ cybersecurity, and that of other third parties on which we rely, is limited, and in any event, attackers may be able to circumvent the security measures of our third party service providers or other third parties on which we rely. There have been and may continue to be significant attacks on certain third-party providers, and we cannot guarantee that our or our third-party providers’ systems and networks, or those of other third parties on which we rely, have not been breached or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our systems and networks or the systems and networks of third parties that support us and our platform, core solutions and applications. If any unauthorized or inadvertent access to, or a security breach or any other incident impacting our platform, core solutions or applications occurs, or is believed to occur, such an event could result in the loss or unavailability of data, loss of intellectual property rights or intellectual property protection, unauthorized access to, or use, alteration, disclosure or other processing of data, interruptions to or disruption of our platform, core solutions or applications, loss of business, difficulty attracting new customers, severe reputational damage harming customer or investor confidence, regulatory investigations, proceedings, orders, litigation (including class actions), indemnity obligations, damages for contract breach or fines, penalties or other liabilities. Security breaches and other incidents that we or our
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42 service providers, or other third parties on which we rely, suffer could also result in significant response and remediation costs, which might include liability for misappropriated, altered, converted or lost assets or information and repair of system damage that might have been caused, incentives offered to customers or other business partners in an effort to maintain business relationships after a breach or incident and other liabilities. Any actual or perceived security breach or incident could harm our ability to operate our business and may impact our reputation, harm customer confidence, hurt our sales and expansion into existing and new markets or cause us to lose existing customers. If a high-profile security breach or incident occurs with respect to us or another provider of cloud software, our customers and potential customers might lose trust in the security of our platform or in the cloud software industry generally, which could harm our ability to retain existing customers or attract new ones. Even in the absence of any security breach or incident, customer concerns about security, privacy or data protection might deter them from using our platform for activities that involve personal or other sensitive information, which may harm our business and operating results. Further, any actual, potential or anticipated cyberattacks or other sources of security breaches or incidents also may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants. Additionally, many jurisdictions have enacted or may enact laws and regulations requiring companies to provide notification of, or generally disclose, security breaches or incidents involving certain types of personal data and related matters. For example, the SEC has adopted cybersecurity risk management and disclosure rules that require the disclosure of information pertaining to cybersecurity incidents and cybersecurity risk management, strategy and governance. Such disclosures regarding a security breach or incident could result in negative publicity to us, which may cause our customers to lose confidence in the effectiveness of our cybersecurity measures which could impact our operating results. Further, because cybersecurity is a critical competitive factor in our industry, we make statements in public- facing materials and otherwise provide assurances about the security of our platform. Should any of these statements be untrue or become untrue, even as a result of circumstances beyond our reasonable control, we might face claims of misrepresentation or deceptiveness by the U.S. Federal Trade Commission, U.S. state and foreign regulators and private litigants. We incur significant expenses to minimize the risk of security breaches and incidents, and may find it necessary or appropriate to increase expenditures with respect to cybersecurity in response to a security breach or incident or otherwise. Although we maintain errors or omissions and cyber liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. 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. Our success and ability to compete depend in part upon our ability to protect our intellectual property rights and technology (such as code, information, data, processes and other forms of information, know-how and technology) and our ability to expand our existing intellectual property portfolio. We primarily rely on copyright, trade secret and trademark laws, invention assignment and confidentiality agreements, as well as our agreements with our employees, customers, partners and others, to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be inadequate and we may not be able to secure our intellectual property rights in the U.S. and the international markets in which we operate. In order to protect our intellectual property rights, we might be required to spend significant resources to monitor and protect these rights. Even if we do detect violations, we may need to engage in litigation to enforce our intellectual property rights. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management, and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights might be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our failure to secure, protect and enforce our intellectual property rights could adversely affect our brand and adversely impact our business. In addition, defending our intellectual property rights may entail significant expense. Any patent, trademark or other intellectual property rights that we have or may obtain may be challenged or circumvented by others or invalidated or held unenforceable through administrative processes, including re-examination, inter partes review, interference, and derivation proceedings and equivalent proceedings in foreign jurisdictions (such as opposition,
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43 invalidation and cancellation proceedings) or litigation. Even if we seek patent protection in the future, we may be unable to obtain or maintain patent protection for our proprietary technology. In addition, any patents issued from pending or future patent applications or licensed to us in the future may not be sufficiently broad to protect our proprietary technologies, may not provide us with competitive advantages or may be successfully challenged by third parties. The United States Patent and Trademark Office and various foreign governmental patent and trademark agencies also require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent and trademark application process and after a patent or trademark registration has issued. There are situations in which non-compliance can result in abandonment or lapse of the patent or trademark filing, resulting in partial or complete loss of patent or trademark rights in the relevant jurisdiction. If this occurs, our competitors might be able to enter the market. We enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with our third-party providers and strategic partners. However, we cannot assure you that these agreements will be effective in controlling access to, and use and distribution of, our platform and proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our offerings. We may also enter into strategic partnerships, joint development and other similar agreements with third parties where intellectual property arising from such partnerships may be jointly-owned or may be transferred or licensed to the counterparty. Such arrangements may limit our ability to protect, maintain, enforce or commercialize such intellectual property rights, including requiring agreement with or payment to our joint development partners before protecting, maintaining, licensing or initiating enforcement of such intellectual property rights, and may allow such joint development partners to register, maintain, enforce or license such intellectual property rights in a manner that may affect the value of the jointly-owned intellectual property or our ability to compete in the market. Furthermore, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. Despite our precautions, it may be possible for unauthorized third parties to copy our brands, products and platform capabilities, and use information that we regard as proprietary to create brands and products that compete with ours. Effective patent, trademark, copyright and trade secret protection may not be available to us or commercially feasible in every country in which our platform is available. Further, intellectual property law, including statutory and case law, particularly in the United States, is constantly developing, and any changes in the law could make it harder for us to enforce our rights. The value of our intellectual property could diminish if others assert rights in or ownership of our trademarks, patents and other intellectual property rights, or adopt trademarks that are similar to our trademarks. We may be unable to successfully resolve these types of conflicts to our satisfaction. In some cases, as noted below, litigation or other actions may be necessary to protect or enforce our trademarks and other intellectual property rights against infringement or misappropriation. As we expand our international activities, our exposure to unauthorized copying and use of our products and platform capabilities and proprietary information will likely increase. Moreover, policing unauthorized use of our technologies, trade secrets and intellectual property may be difficult, expensive and time-consuming, particularly in foreign countries where the laws may not be as protective of intellectual property rights as those in the United States and where mechanisms for enforcement of intellectual property rights may be weak or inadequate. Additional uncertainty may result from changes to intellectual property legislation enacted in the United States and by other national governments and from interpretations of the intellectual property laws of the United States and other countries by applicable courts and agencies. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating or otherwise violating our intellectual property rights. Any of the foregoing could adversely impact our business, operating results and financial condition. 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. There is considerable activity in our industry to develop proprietary technology and enforce intellectual property rights. Our success depends in part upon our not infringing upon the intellectual property rights of others. From time to time, our competitors or other third parties may own or claim to own intellectual property relating to our platform and underlying technology, and we may be unaware of the intellectual property rights that others may claim cover aspects of our platform or the underlying technology. Accordingly, third parties may claim that our platform and underlying technology are infringing, misappropriating or otherwise violating third-party intellectual property rights
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44 and such third parties may bring claims alleging such infringement, misappropriation or violation. As one example, there may be issued patents of which we are not aware, held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by our current or future technologies or solutions. There also may be pending patent applications of which we are not aware that may result in issued patents, which could be alleged to be infringed by our current or future technologies or products. Because patent applications can take years to issue and are often afforded confidentiality for some period of time, there may currently be pending applications, unknown to us, that later result in issued patents that could cover our current or future technologies. Claims of infringement, misappropriation or other violations of intellectual property rights might require us to stop using technology found to violate a third party’s rights, redesign our platform, which could require significant effort and expense and cause delays of releases, enter into costly settlement or license agreements, pay costly damage awards or ongoing royalties, or face a temporary or permanent injunction prohibiting us from marketing or selling our platform. With respect to claims that our technology or the conduct of our business infringe or otherwise violate intellectual property rights, or if we cannot or do not obtain licenses to such intellectual property rights on commercially reasonable terms or at all, or substitute similar non-infringing technology from another source, we could be forced to limit or stop selling our platform. In addition, we may be unable to meet our obligations to customers under our customer contracts or to compete effectively, and our revenue and operating results could be adversely impacted. We might also be obligated to indemnify our customers or other companies in connection with any such litigation and to obtain licenses, modify our platform or refund subscription fees, which could harm our financial results. In addition, we might incur substantial costs to resolve claims or litigation, whether or not successfully asserted against us, which could include payment of significant settlement, royalty or license fees, modification of our platform or refunds to customers of subscription fees. Even if we were to prevail in the event of claims or litigation against us, any claim or litigation regarding our intellectual property could be costly and time-consuming and divert the attention of our management and other employees from our business operations. Such disputes could also disrupt our sales and marketing efforts, making it more difficult to attract new customers, retain our existing customers and maintain customer satisfaction. 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. Our platform, including certain aspects of our AI-enabled solutions and applications, uses software governed by open source licenses. The use of open source software involves a number of risks, many of which cannot be eliminated and could negatively affect our business. For example, the terms of various open source licenses have not been interpreted by United States courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our platform. By the terms of certain open source licenses, if we combine our proprietary software with open source software in a certain manner, we could be required to release the source code of our proprietary software and to make our proprietary software available under open source licenses. Additionally, the use and distribution of open source software may entail greater risks than the use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. From time to time, there have been claims challenging the use of open source software against companies that incorporate such software into their platforms. As a result, we could be subject to suits by parties claiming misuse of, or a right to compensation for, what we believe to be open source software. Litigation could be costly for us to defend, harm our business, operating results and financial condition or require us to devote additional research and development resources to change our platform. Although we have implemented policies to regulate the use and incorporation of open source software into our platform, we cannot be certain that we have not incorporated open source software in our platform in a manner that is inconsistent with such policies. If we inappropriately use open source software, we might be required to re-engineer our platform, discontinue the sale of our platform or take other remedial actions. If we are unable to protect the confidentiality of our trade secrets, our business and competitive position may be harmed. We rely heavily on trade secrets and confidentiality agreements to protect our unpatented know-how, technology and other proprietary information, and to maintain our competitive position. However, trade secrets and know-how can be difficult to protect. We seek to protect these trade secrets and other proprietary technology, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees,
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45 consultants and other third parties, including suppliers and other partners. However, we cannot guarantee that we have entered into such agreements with each party that has or may have had access to our proprietary information, know-how and trade secrets. Moreover, no assurance can be given that these agreements will be effective in controlling access to, distribution, use, misuse, misappropriation, reverse engineering or disclosure of our proprietary information, know-how and trade secrets. Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our platform capabilities. These agreements may be breached, and we may not have adequate remedies for any such breach. While we have taken steps to enjoin misappropriation that we are aware of, such steps may not ultimately be successful, and we may not be aware of all such misappropriation. Any of the foregoing could adversely impact our business, operating results and financial condition. Our customer agreements may include an obligation for us to enter into a source code escrow arrangement under which our source code may be released to customers in the event of a specified release event (for example, bankruptcy, insolvency or failure to provide agreed-upon maintenance or support for the services) for the sole purpose of maintaining use by the customer during the remainder of the term of the agreement. As a result of any such release, our customers will have access to our proprietary source code. While such access would be subject to duties of confidentiality, we cannot guarantee that our customers will comply with these obligations or otherwise not misuse our source code. 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. Many of our employees and consultants are currently or were previously employed at other companies in our field, including our competitors or potential competitors. Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these individuals have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such individual’s current or former employer. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or key personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management. In addition, while it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own. The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Any of the foregoing could adversely impact our business, operating results and financial condition. 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. We license certain intellectual property and software from third parties that are important to our business, and in the future we may enter into additional agreements that provide us with licenses to valuable intellectual property or technology. If we fail to comply with any of the obligations under our license agreements, we may be required to pay damages and the licensor may have the right to terminate the license. Our business would suffer if any current or future licenses terminate, if the licensors fail to abide by the terms of the license, if the licensed intellectual property rights are found to be invalid or unenforceable or if we are unable to enter into necessary licenses on acceptable terms. Moreover, our licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing or otherwise violating the licensor’s rights. In the future, we may identify additional third-party intellectual property that we may need to license, or would benefit from licensing, in order to engage in our business. However, such licenses may not be available on acceptable terms or at all. The licensing or acquisition of third-party intellectual property rights is a competitive area, and several
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46 more-established companies may pursue strategies to license or acquire third-party intellectual property rights that we may consider attractive or necessary. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. Even if such licenses are available, we may be required to pay the licensor substantial royalties based on sales of our platform. Such royalties are a component of the cost of our platform and may affect our margins. In addition, such licenses may be non-exclusive, which could give our competitors access to the same intellectual property licensed to us. Any of the foregoing could have a material adverse effect on our competitive position, business, operating results and financial condition. Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses. Our agreements with customers and other third parties generally include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, or other liabilities relating to or arising from our software, services or other contractual obligations. Large indemnity payments could harm our business, operating results and financial condition. Although we often contractually limit our liability with respect to such indemnity obligations, those limitations may not be fully enforceable in all situations, and we may still incur substantial liability under those agreements. Any dispute with a customer with respect to such obligations could have adverse effects on our relationship with that customer and other existing customers and new customers and harm our business, operating results and financial condition. 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. Privacy, cybersecurity and data protection are significant issues in the United States, Europe and many other jurisdictions where we offer our platform. The regulatory frameworks governing the collection, storage, use and other processing of business information, particularly information that affects financial statements and personal data, are rapidly evolving, and any failure or perceived failure to comply with applicable privacy, cybersecurity or data protection laws or regulations may adversely affect our business. Further, these laws are not always interpreted uniformly and there is no guarantee that regulators or consumers will agree with our approach to compliance. Additionally, any violations of applicable laws, regulations or policies by third parties we work with, such as vendors or developers, may put our customers’ data at risk and have an adverse effect on our business. Any significant change to applicable laws, regulations or industry practices regarding the collection, use, retention, security, disclosure, or other processing of our customers’ data, or regarding the manner in which the express or implied consent of customers for the collection, use, retention, disclosure or other processing of such data is obtained, could increase our costs and require us to modify our platform, core solutions and applications, or modify our policies or practices, possibly in a material manner, which we may be unable to do on a commercially reasonable basis or at all and, which may limit our ability to store and process customer data or develop new applications and features. For example, in the United States, many states have enacted new privacy laws. The California Consumer Privacy Act, as amended by the California Privacy Rights Act, or the CCPA, among other things, requires covered companies to provide required disclosures to California consumers, and afford such consumers abilities to opt out of certain processing of personal information. Additionally, many other states have proposed or enacted privacy laws, including, for example, Washington’s My Health, My Data Act, and numerous laws similar to the CCPA. The U.S. federal government also is contemplating federal privacy legislation, reflecting a trend toward more stringent privacy legislation. In addition, the U.S. federal government and various U.S. state and foreign governments have adopted or proposed requirements regarding obligations on companies to notify individuals of security breaches and incidents involving particular personal information, which could result from breaches and incidents experienced by us or by organizations with which we have formed or may form strategic relationships. Even though we may have certain contractual protections with such organizations, notifications or other public disclosure or dissemination of information related to any actual or perceived security breach or incident could impact our reputation, harm customer confidence, hurt our expansion into new markets or cause us to lose existing customers.
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47 Further, many foreign countries and governmental bodies, including the European Union, or the EU, where we conduct business and have offices or use vendors, have laws and regulations concerning the personal data of their residents or by businesses operating within their jurisdiction. For example, we are subject to the European General Data Protection Regulation and applicable national supplementing laws, collectively the EU GDPR. We may also be subject to the United Kingdom General Data Protection Regulations and Data Protection Act 2018, collectively the UK GDPR and together with the EU GDPR, the GDPR. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of data that identifies or may be used to identify an individual and include a principle of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit. The GDPR also regulates cross-border transfers of personal data out of the European Economic Area, or EEA, and the United Kingdom, or UK. With regard to data transfers of personal data from our European employees and customers to the United States, we historically relied upon EU- U.S. Privacy Shield and Swiss-U.S. Privacy Shield certifications for the transfer of personal data from the EU and Switzerland to the United States. On October 7, 2022, President Biden signed an Executive Order on ‘Enhancing Safeguards for United States Intelligence Activities’ which introduced new redress mechanisms and binding safeguards to address concerns raised by the Court of Justice of the European Union, or the CJEU, in relation to data transfers from the EEA to the United States and which formed the basis of the EU-US Data Privacy Framework, or DPF, which became effective as an EU GDPR (and subsequently leveraged for use as a UK GDPR) transfer mechanism to U.S. entities self-certified under the DPF. We currently rely on the EU Standard Contractual Clauses to transfer personal data outside of the EEA. CJEU case law states that reliance on the standard contractual clauses alone may not necessarily be sufficient in all circumstances and that transfers must be assessed on a case-by-case basis. On June 28, 2021, the EU Commission adopted an “adequacy decision,” which allows for free flow of personal data between the EEA and the UK. On October 26, 2025, the European Data Protection Board adopted an opinion extending the adequacy decision for personal data transfers between the EEA and the UK. This adequacy decision includes a “sunset clause,” which limits its duration through December 27, 2031. During this period, the Commission could intervene at any time if the UK deviates from the level of protection currently in place. It is uncertain how data protection laws and related regulations will develop in the UK over time, and if and when the Commission might make use of this right to intervene. The UK government has introduced legislation on multiple occasions that, if enacted, could cause UK data protection law to deviate from the EU GDPR. Any restrictions on cross-border transfers of personal data could adversely impact our customers’ use of our platform and our business, operating results and financial condition. We may, in addition to other impacts, experience additional costs associated with increased compliance burdens following such decisions and otherwise in connection with regulatory developments and evolving guidance regarding cross-border data transfers, and we and our customers face the potential for regulators in the EEA, Switzerland, the UK and other regions to apply different standards to the transfer of personal data from those regions to the United States, and to block, or require ad hoc verification of measures taken with respect to, certain data flows to the United States. We also may be required to engage in new contract negotiations with third parties that aid in processing data on our behalf. Our means for transferring personal data from the EEA, Switzerland, the UK and other regions may not be adopted by all of our customers and may be subject to legal challenge by data protection authorities. We may also experience reluctance or refusal by customers in Europe or other regions to use our platform due to potential risk exposure. We and our customers face a risk of enforcement actions taken by data protection authorities in various jurisdictions regarding cross-border data transfers, including from and to the United States. Any such enforcement actions could result in substantial costs and diversion of resources, distract management and technical personnel and negatively affect our business, operating results and financial condition. The EU also extended its regulation of data processing to cover aspects of the processing of non-personal data. For example, the European Union’s Data Act imposes service interoperability and switching obligations, flexible termination rights for certain customers, and assistance with data portability to facilitate switching cloud service providers. It also imposes certain requirements concerning cross- border international transfers of, and governmental access to, non-personal data outside the EEA. Depending on how the Data Act and any similar laws are implemented and interpreted, we may have to adapt our business practices, contractual arrangements, and products and services to comply with such obligations. We are also subject to evolving privacy laws on cookies, tracking technologies and e-marketing. Recent U.S. and European court and regulatory proceedings are driving increased attention to cookies and tracking technologies. If the trend of increasing proceedings by litigants and enforcement by regulators continues, this could lead to substantial costs, require significant system changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins and subject us to additional liabilities.
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48 Our customers also expect that we comply with certain standards that may place additional burdens on us. Our customers expect us to meet voluntary certifications or adhere to standards established by third parties, such as the SSAE 18, SOC1 and SOC2 audit processes, and may demand that they be provided with an auditor’s report to verify our compliance. If we are unable to maintain these certifications or meet these standards, it could adversely affect our customers’ demand for our service and could harm our business. In recent years, use of AI and automated decision-making methods have come under increased regulatory scrutiny. New laws, guidance or decisions in this area could provide a new regulatory framework that could require us to adjust and may limit our ability to use our existing AI models and make changes to our operations that may decrease our operational efficiency, resulting in an increase to operating costs and/or hindering our ability to improve our services. For example, in the United States, Colorado has enacted legislation that, when effective, will restrict the use of certain AI systems, and the California Privacy Protection Agency has finalized regulations under the CCPA regarding the use of automated decision-making and other matters. Further, in Europe, in March 2024, the EU Parliament adopted a comprehensive, risk-based governance framework for AI in the EU market, the EU AI Act. It is intended to apply to companies that develop, use and/or provide AI in the EU and includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security and accuracy, and introduces significant fines for noncompliance. There are also specific obligations regarding the use of automated decision-making under the GDPR. We also expect laws, regulations, industry standards and other obligations worldwide relating to privacy, data protection and cybersecurity to continue to evolve, and that there will continue to be new, modified, and re-interpreted laws, regulations, standards, and other obligations in these areas. For example, the U.S. Department of Justice has issued a final rule that imposes limitations, and in some cases prohibitions, on certain transfers of sensitive personal data to business partners located in “Countries of Concern,” including China and other designated countries, or with other businesses that have specified links to Countries of Concern. As another example, the Network and Information Security Directive II, or NIS2, adopted in 2023, aims to enhance cybersecurity across critical infrastructure and essential services in the EU. It expands the scope of the 2016 NIS Directive to include additional sectors while enforcing stricter governance and accountability requirements. NIS2 requires all 27 EU member states to issue implementing legislation by October 2024; however, several EU member states have not finalized their respective legislation and guidance. Additionally, the Digital Operational Resiliency Act, or DORA, became effective in January 2025, and aims to establish a universal framework for managing and mitigating information and communication technology risk that will apply to entities in the financial sector and their third-party cloud service providers. We cannot yet determine the full impact these laws and regulations or any future laws, regulations and standards may have on our business. Such laws, regulations and standards are often subject to differing interpretations and these or other laws or regulations relating to privacy, data protection and cybersecurity may be inconsistent among jurisdictions. These and other actual or asserted requirements could reduce demand for our service, increase our costs, impair our ability to grow our business, restrict our ability to store and process data or, in some cases, impact our ability to offer our platform, core solutions or applications in some locations and may subject us to liability. Further, in view of new or modified federal, state or foreign laws and regulations, industry standards, contractual obligations and other actual or asserted legal obligations, or any changes in their interpretation, we may find it necessary or desirable to fundamentally change our business activities and practices or to expend significant resources to modify our platform, core solutions or applications and otherwise adapt to these changes. We may be unable to make such changes and modifications in a commercially reasonable manner or at all, and our ability to develop new core solutions and applications could be limited. The costs of compliance with and other burdens imposed by laws, regulations and standards may limit the use and adoption of our platform and reduce overall demand for it, or lead to regulatory investigations and other proceedings, private claims and litigation, and significant fines, penalties or liabilities in connection with any actual or asserted noncompliance. Privacy, cybersecurity and data protection concerns, whether valid or not valid, may inhibit market adoption of our platform, particularly in certain industries and foreign countries. Any failure or perceived failure by us to comply with privacy, cybersecurity or data protection laws, regulations, standards, policies, any statements or commitments, contractual requirements or other obligations, including as they relate to the processing of customer data or other data, or any actual or perceived security breach or incident or other cybersecurity compromise, including any such compromise that results in the loss or unavailability of data, or unauthorized access
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49 to, or use, alteration, disclosure or other processing of data, may result in regulatory investigations and enforcement actions, claims, demands, proceedings and litigation, negative publicity, fines, penalties or other liabilities, harm to our reputation, and cause a loss of customers and harm our ability to attract new customers, any or all of which could have an adverse effect on 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 future success of our business depends upon the continued use of the Internet as a primary medium for commerce, communication and business applications. Federal, state or foreign government bodies or agencies have in the past adopted, and might in the future adopt, laws or regulations affecting the use of the Internet as a commercial medium. Regulators in some industries have also adopted, and might in the future adopt, regulations or interpretive positions regarding the use of cloud-computing software. For example, some financial services regulators have imposed guidelines for the use of cloud-computing services that mandate specific controls or require financial services enterprises to obtain regulatory approval prior to using such software. Changes in these laws or regulations could require us to modify our platform in order to comply with these changes. In addition, government agencies or private organizations have imposed and might impose additional taxes, fees or other charges for accessing the Internet or commerce conducted via the Internet. These laws or charges could limit the growth of Internet-related commerce or communications generally, or result in reductions in the demand for Internet-based products and services such as ours. In addition, the use of the Internet as a business tool could be harmed due to delays in the development or adoption of new standards and protocols to handle increased demands of Internet activity, security, reliability, cost, ease-of-use, accessibility and quality of service. The performance of the Internet and its acceptance as a business tool has been harmed by “bugs,” “viruses,” “worms” and similar malicious programs and the Internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If the use of the Internet is harmed by these issues, demand for our platform could decline. The current legislative and regulatory landscape regarding the regulation of the Internet is subject to uncertainty. The laws and regulations governing the Internet are continuously evolving, and compliance is costly and can require changes to our business practices and significant management time and effort. For example, in January 2025, the U.S. Court of Appeals for the Sixth Circuit struck down the FCC’s 2024 order that had reinstated the FCC’s 2015 net neutrality rules that had prohibited broadband providers from impeding access to most content or otherwise unfairly discriminating against content providers like us, and had also prohibited Internet service providers from entering into arrangements with specific content providers for faster or better access over their data networks. The FCC’s 2015 net neutrality rules had previously been repealed in 2018 by the then-Republican led FCC, and it is unlikely significant federal net neutrality rules will be adopted during the second Trump administration beyond those intended to preempt state regulation. Moreover, at the state level, several states such as California have enacted or are considering state-level legislation or executive action that would implement certain net neutrality protections, including some that go beyond those established in the FCC’s 2015 net neutrality order (for example, restrictions on “zero-rating,” the practice whereby an Internet service provider exempts certain Internet traffic from a customer’s data cap). State broadband regulations have been upheld by courts in certain jurisdictions, creating the potential for a patchwork of disparate regulatory regimes whereby broadband Internet access providers may be able to block or throttle content, or charge for services or increase fees in some jurisdictions but not others, which could result in increased costs to us and/or our users, impair our ability to attract new users and materially and adversely affect our business and opportunities for growth. We cannot predict the further actions Congress, the FCC or states may take, or whether state net neutrality laws will be modified, overturned or vacated by legal action, federal legislation or the FCC, or the degree to which further regulatory action or inaction may adversely affect our business. However, without federal net neutrality rules, broadband Internet service providers may be able to limit our customers’ ability to access our platform or make our platform a less attractive alternative to our competitors’ offerings. Additionally, while the EU requires equal access to Internet content, under its Digital Single Market initiative the EU may impose additional requirements that could increase our costs. If the FCC, EU or other authorities impose rules directly or inadvertently impose costs on online providers like us, our expenses may increase. Were any of these outcomes to occur, our ability to retain existing
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50 customers or attract new customers may be impaired, our costs may increase and our business may be significantly harmed. 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. As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing requirements of the Nasdaq Stock Market and other applicable securities rules and regulations. Compliance with these rules and regulations will continue to increase our legal and financial compliance costs, make some activities more difficult, time- consuming or costly, and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. Further, the Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight might be required. We are required to disclose changes made in our internal control and procedures on a quarterly basis and are required to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting on an annual basis. Additionally, our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404. We are required to comply with the auditor attestation requirements pursuant to Section 404 of the Sarbanes-Oxley Act, which substantially increases our compliance costs. In addition, our testing of key controls over financial reporting, or the subsequent testing by our independent registered public accounting firm required under the Sarbanes-Oxley Act, may reveal deficiencies in our internal control over financial reporting that are deemed to be a material weakness. If we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be a material weakness, the market price of our stock would likely decline and we could be subject to lawsuits, sanctions or investigations by regulatory authorities, which would require additional financial and management resources. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention might be diverted from other business concerns, which could adversely affect our business, operating results and financial condition. Although we have already hired additional employees to assist us in complying with these requirements, if the Mergers do not close, we expect that we will need to hire more employees in the future or engage outside consultants, or both, which will increase our operating expenses. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice might evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest substantial resources to comply with evolving laws, regulations and standards, and this investment might result in increased general and administrative expenses and a diversion of management’s time and attention from business operations to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities might initiate legal proceedings against us and our business might be harmed. We also expect that being a public company and complying with these new rules and regulations will make it more expensive for us to maintain director and officer liability insurance, and, in the future, we might be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and our compensation, nominating and governance committee, and qualified executive officers.
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51 Our operating results may be harmed if we are required to collect taxes in jurisdictions where we have not historically done so. We collect various taxes in a number of jurisdictions. One or more states or countries may seek to impose incremental or new sales, use, or other tax collection obligations on us. A successful assertion by a state, country or other jurisdiction that we should have been or should be collecting additional sales, use or other taxes could, among other things, result in substantial tax assessments, including potential penalties and interest, create significant administrative burdens for us, discourage potential customers from subscribing to our platform due to the incremental cost of any such sales, use or other related taxes, or otherwise harm our business. The application of indirect taxes (such as sales and use tax, value added tax, goods and services tax, business tax and gross receipt tax) to businesses that transact online, such as ours, is a complex and evolving area. Most states have adopted laws that impose sales tax collection obligations on out-of-state sellers. It is possible that states may seek to tax out-of-state sellers on sales that occurred in prior tax years, which could create additional administrative burdens for us, put us at a competitive disadvantage if such states do not impose similar obligations on our competitors, and decrease our future sales, which would adversely impact our business, operating results and financial condition. Additionally, we may need to assess our potential tax collection and remittance liabilities based on existing economic nexus laws’ dollar and transaction thresholds. We continue to analyze our exposure for such taxes and liabilities. The application of existing, new, or future laws, whether in the United States or internationally, could harm our business. There have been, and will continue to be, substantial ongoing costs associated with complying with the various indirect tax requirements in the numerous markets in which we conduct or will conduct business. Our international operations subject us to potentially adverse tax consequences. We report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. Our intercompany relationships are subject to transfer pricing regulations administered by taxing authorities in various jurisdictions. The relevant taxing authorities might disagree with our determinations as to the value of assets sold or acquired or income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position were not sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our operations. We believe that our financial statements reflect adequate reserves to cover such a contingency, but there can be no assurances in that regard. 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. We are and will be generally subject to tax laws, regulations, and policies of several taxing jurisdictions. Changes in applicable tax laws and regulations, as well as other factors, including the possibility of retroactive effect, could cause us to experience fluctuations in our tax obligations and effective tax rates and could affect our tax positions and/or our tax liabilities. For example, in 2022, the Internal Revenue Code eliminated the right to deduct research and development expenditures currently and required taxpayers to capitalize and amortize U.S. and foreign research and development expenditures over five and fifteen tax years, respectively. The One Big Beautiful Bill Act, or OBBBA, enacted on July 4, 2025, includes new Section 174A, which allows us to deduct certain U.S. research and development expenditures incurred in tax years beginning on or after January 1, 2025, but we are still prohibited from deducting foreign research and development expenditures (and instead must continue to capitalize and amortize these expenditures). We have evaluated the impact of OBBBA and determined it will not have a material impact on our financial results. Additionally, recent changes to U.S. tax laws, including limitations on the ability of taxpayers to claim and use foreign tax credits, as well as changes to U.S. tax laws that might be enacted in the future, could impact the tax treatment of our earnings. Due to expansion of our international business activities, any changes in the U.S. taxation of such activities might increase our worldwide effective tax rate and adversely affect our operating results and financial condition. There is also a high level of uncertainty in today’s tax environment stemming from both global initiatives put forth by the Organisation for Economic Co-operation and Development, or the OECD, and unilateral measures being implemented by various countries due to a lack of consensus on these global initiatives. As an example, the OECD has announced that it had reached agreement among its member countries to implement Pillar Two rules, a global minimum tax at 15% for certain multinational enterprises. While some countries, including certain members of the EU, among other jurisdictions, have issued laws and regulations to conform to this regime that became
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52 effective as of January 1, 2024, we have determined that we are not subject to Pillar Two rules. Further, the OECD and participating jurisdictions have agreed to an elective “side-by-side” safe harbor that exempts electing U.S.-parented multinational businesses from certain provisions of Pillar Two for fiscal years beginning on or after January 1, 2026. We will continue to monitor legislative and regulatory developments to assess potential impacts that Pillar Two and other OECD and non-U.S. rules may have on our business, operating results and financial condition. Further, unilateral measures such as digital services taxes and corresponding tariffs in response to such measures, and other retaliatory measures, could create additional uncertainty and may adversely impact our business. The risk of being subject to a digital services tax may be increased in an environment of escalated and changing international trade measures, as exemplified by the recently increased and additional tariffs imposed by the United States, and the corresponding risk of retaliatory trade measures by countries affected by these measures. If these proposals or other unanticipated proposals are passed, it is likely that we will have to pay higher income taxes in countries where such rules are applicable. 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. We are a holding company and have no material assets other than our ownership of LLC Units in OneStream Software LLC. As such, we have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses or declare and pay dividends in the future, if any, depend on the operating results and cash flows of OneStream Software LLC and its consolidated subsidiaries and distributions we receive from OneStream Software LLC. There can be no assurance that OneStream Software LLC and its consolidated subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions will permit such distributions. Our ability to pay taxes and expenses, including payments under the TRA, might be limited by our structure. Our principal asset is a controlling equity interest in OneStream Software LLC. As such, we have no independent means of generating revenue. OneStream Software LLC is treated as a partnership for U.S. federal income tax purposes and, as such, is generally not subject to U.S. federal income tax. Instead, taxable income is allocated to holders of its LLC Units, including us. Accordingly, we incur income taxes on our allocable share of any net taxable income of OneStream Software LLC and also incur expenses related to our operations. Pursuant to the Amended LLC Agreement, OneStream Software LLC will make cash distributions to the owners of LLC Units in an amount sufficient to fund their tax obligations in respect of the cumulative taxable income in excess of cumulative taxable losses of OneStream Software LLC that is allocated to them, to the extent previous tax distributions from OneStream Software LLC have been insufficient. In addition to tax expenses, we also incur expenses related to our operations, plus payments under the TRA. The TRA was amended in connection with the Merger Agreement to provide for the termination of the TRA without any payments to the TRA Members in connection with the closing of the Mergers. In the event that the Merger Agreement is terminated and the Mergers are not completed, payments under the TRA could be substantial. We intend to cause OneStream Software LLC to make distributions or, in the case of certain expenses, payments, in amounts sufficient to allow us to pay our taxes and operating expenses, including distributions to fund any ordinary course payments due under the TRA. However, OneStream Software LLC’s ability to make such distributions might be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which OneStream Software LLC is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering OneStream Software LLC insolvent. If we do not have sufficient funds to pay tax or other liabilities or to fund our operations (as a result of OneStream Software LLC’s inability to make distributions due to various limitations and restrictions or as a result of the acceleration of our obligations under the TRA), we might have to borrow funds and thus our liquidity and financial condition could be materially harmed. To the extent that we do not make payments under the TRA when due, as a result of having insufficient funds or otherwise, interest will generally accrue at the rate provided for by the TRA. Nonpayment of our obligations for a specified period might constitute a material breach of a material obligation under the TRA, and therefore, might accelerate payments due under the TRA resulting in a lump-sum payment.
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53 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. Future exchanges or redemptions of LLC Units for cash or shares of our Class A common stock or Class D common stock are expected to produce favorable tax attributes for us. When we acquire LLC Units from the Continuing Members through an exchange or redemption, anticipated tax basis adjustments are likely to increase (for tax purposes) our depreciation and amortization deductions and therefore reduce the amount of income tax we would be required to pay in the future in the absence of this increased basis. This increased tax basis might also decrease the gain (or increase the loss) on future dispositions of certain assets to the extent the tax basis is allocated to those assets. In addition, we expect that certain net operating losses will be available to us as a result of the Blocker Mergers. Under the TRA, we generally expect to retain the benefit of 15% of the applicable tax savings after our payment obligations below are taken into account. In connection with the Reorganization Transactions, we entered into the TRA with the TRA Members (including KKR). Under the TRA, we are generally required to pay cash to the TRA Members in the amount of 85% of the applicable savings, if any, in income tax that we realize, or that we are deemed to realize, as a result of (1) certain tax attributes that are created as a result of the exchanges or redemptions of their LLC Units (calculated under certain assumptions), (2) any net operating losses available to us as a result of the Blocker Mergers, (3) tax benefits related to imputed interest and (4) payments under such TRA. In the event that the Merger Agreement is terminated and the Mergers are not completed, we will continue to be required to make such payments to the TRA Members even after they have exchanged or redeemed all of their LLC Units. The increase in tax basis, as well as the amount and timing of any payments under these agreements, will vary depending upon a number of factors, including the timing of exchanges or redemptions, the price of our Class A common stock at the time of the exchange or redemption, whether such exchanges or redemptions are taxable, the amount and timing of the taxable income we generate in the future, the U.S. federal and state tax rates then applicable, and the portion of our payments under the TRA constituting imputed interest. Payments under the TRA are expected to give rise to certain additional tax benefits attributable to either further increases in basis or in the form of deductions for imputed interest, depending on the circumstances. Any such benefits are covered by the TRA and will increase the amounts due thereunder. In addition, the TRA provides for interest, at the rate provided for therein, accrued from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. As a result of the exchanges or redemptions made under our structure, we might incur a TRA liability. We do not expect to record a TRA liability until it is probable that we will incur a liability, and we are able to reasonably estimate the amount, based on our ability to realize some of all of the tax benefits associated with the exchanges or redemptions. We estimate that the total unrecorded TRA liability that could result from past exchanges and redemptions as of December 31, 2025 is $193.2 million. For additional information, see Note 8, “Income Taxes” to our audited consolidated financial statements included in Part II, Item 8 of this report. The payment obligation under the TRA is our obligation and not the obligation of OneStream Software LLC. We expect that the cash payments that we might be required to make to the TRA Members if the TRA does not terminate in connection with the closing of the Mergers could be substantial. The actual amount of deferred tax assets and related liabilities that we will recognize will differ based on, among other things, the timing of the redemptions or exchanges, the price of shares of our Class A common stock at the time of the redemption or exchange and the tax rates then in effect. Any payments made by us to the TRA Members under the TRA will not be available for reinvestment in our business and will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the TRA for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us. Nonpayment for a specified period might constitute a material breach of a material obligation under the TRA and therefore might accelerate payments due under the TRA. Payments under the TRA will be based on the tax reporting positions that we determine. Although we are not aware of any issue that would cause the U.S. Internal Revenue Service, or IRS, to challenge a tax basis increase or other tax attributes subject to the TRA, if any subsequent disallowance of tax basis or other benefits were so determined by the IRS, generally we would not be reimbursed for any payments previously made under the TRA (although we would reduce future amounts otherwise payable under the TRA). As a result, payments could be made under the TRA in excess of the tax savings that we realize in respect of the attributes to which the TRA relates.
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54 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. Our organizational structure, including the TRA, confers certain benefits upon the TRA Members, including KKR, which do not benefit the holders of our Class A common stock to the same extent as it benefits the TRA Members. In the event that the Merger Agreement is terminated and the Mergers are not completed, we will remain responsible for any payments and obligations to TRA Members under the terms of the TRA. The TRA provides for the payment by us to the TRA Members of 85% of the amount of tax benefits, if any, that we realize, or in some circumstances are deemed to realize, as a result of (1) the increases in the tax basis of assets of OneStream Software LLC resulting from any redemptions or exchanges of LLC Units from the Continuing Members, (2) any net operating losses available to us as a result of the Blocker Mergers and (3) certain other tax benefits related to our making payments under the TRA. Due to the uncertainty of various factors, we cannot precisely quantify the likely tax benefits we will realize as a result of LLC Unit exchanges and the resulting amounts we would likely be required to pay out to the Continuing Members pursuant to the TRA (in the event that the Merger Agreement is terminated and the Mergers are not completed); however, we estimate that such payments may be substantial. Although we will retain 15% of the amount of such tax benefits, this and other aspects of our organizational structure might adversely impact the trading market for the Class A common stock. In addition, our organizational structure, including the TRA, imposes additional compliance costs and requires a significant commitment of resources that would not be required of a company with a simpler organizational structure. 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. If the IRS challenges the tax basis or other tax attributes that give rise to payments under the TRA and the tax basis or other tax attributes are subsequently required to be adjusted, generally the recipients of payments under the TRA will not reimburse us for any payments we previously made to them. Instead, any excess cash payments made by us to a TRA Member will be netted against any future cash payments that we might otherwise be required to make under the terms of the TRA. However, a challenge to any tax benefits initially claimed by us might not arise for a number of years following the initial time of such payment or, even if challenged early, such excess cash payment might be greater than the amount of future cash payments that we might otherwise be required to make under the terms of the TRA and, as a result, there might not be future cash payments to net against. If the outcome of any challenge by the IRS of the tax basis or other tax attributes that give rise to payments under the TRA would reasonably be expected to materially and adversely affect the rights and obligations of the TRA Members under the TRA, then we will not be permitted to settle such challenge without the consent (not to be unreasonably withheld or delayed) of KKR Dream Holdings LLC as the designated representative under the TRA. The interests of the TRA Members in any such challenge may differ from or conflict with our interests and your interests, and the TRA Members may exercise their consent rights relating to any such challenge in a manner adverse to our interests and your interests. The applicable U.S. federal income tax rules are complex and factual in nature, and there can be no assurance that the IRS or a court will not disagree with our tax reporting positions. As a result, it is possible that we could make cash payments under the TRA that are substantially greater than our actual cash tax savings. 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. If and when we generate taxable income, OneStream Software LLC will generally make quarterly tax distributions pro rata to each of its members, including us, based on each member’s allocable share of net taxable income (calculated under certain assumptions) multiplied by an assumed tax rate. The assumed tax rate for this purpose will be the highest effective marginal combined federal, state, and local income tax rate that might potentially apply to any member for the applicable fiscal year. The legislation commonly known as the Tax Cuts and Jobs Act of 2017 significantly reduced the highest marginal federal income tax rate applicable to corporations such as OneStream, Inc., relative to non-corporate taxpayers, and this reduction became permanent as a result of the OBBBA. As a result of this disparity, we expect to receive tax distributions from OneStream Software LLC significantly in excess of our actual tax liability and our obligations under the TRA, which could result in our accumulating a significant amount of cash. This would complicate our ability to maintain certain aspects of our capital structure. Such cash, if retained,
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55 could cause the value of an LLC Unit to deviate from the value of a share of Class A common stock, contrary to the one-to-one relationship between the number of LLC Units owned by OneStream, Inc. and the number of shares of Class A common stock and Class D common stock outstanding. In addition, such cash, if used to purchase additional LLC Units, could result in deviation from the one-to-one relationship unless a corresponding number of additional shares are distributed as a stock dividend. We might choose to pay dividends with any excess cash. These considerations could have unintended impacts on the market price of our Class A common stock and might impose transaction costs and require management efforts to address on a recurring basis. To the extent that we do not distribute such excess cash as dividends and instead, for example, hold such cash balances or lend them to OneStream Software LLC, the Continuing Members in OneStream Software LLC during a period in which we hold such cash balances could benefit from the value attributable to such cash balances as a result of redeeming or exchanging their LLC Units and obtaining ownership of Class A common stock (or a cash payment based on the value of Class A common stock). In such case, these Continuing Members could receive disproportionate value for their LLC Units exchanged during this time frame. 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. Our Class C common stock has ten votes per share, our Class D common stock has ten votes per share and our Class A common stock, which is our publicly traded stock, has one vote per share. As of February 23, 2026, the holders of our Class C common stock and our Class D common stock, including KKR (which is one of the TRA Members that would have been entitled to payments under the TRA before the execution of the TRA Amendment) and our co-founder and chief executive officer, collectively hold approximately 94% of the voting power of our outstanding capital stock. As a result, the holders of our Class C common stock and our Class D common stock have the ability to control or significantly influence any action requiring approval of our stockholders, including the election and removal of our directors, amendments to our certificate of incorporation and bylaws, the approval of any merger, consolidation, sale of all or substantially all of our assets (including the Mergers) or other major corporate transaction. Many of these actions may be taken even if they are opposed by other stockholders. This concentration of ownership and voting power may, to the extent the Mergers are not completed, also delay, defer or even prevent an acquisition by a third party or other change in control of our company and may make some transactions more difficult or impossible without their support, even if such events are in the best interests of other stockholders. In addition, our stockholders’ agreement with KKR Dream Holdings LLC provides that so long as KKR and its affiliates own (1) at least 40% of our outstanding common stock, KKR will have the right to nominate a majority of our board of directors, and (2) at least 10% but less than 40% of our outstanding common stock, KKR will have the right to nominate a percentage of the authorized number of directors equal to KKR’s ownership of our outstanding common stock (rounded up to the nearest whole director). This concentration of voting power with the holders of our Class C common stock and our Class D common stock, and KKR’s director nomination rights, 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. As of the date of this report, KKR holds a majority of the voting power of our outstanding capital stock and, as a result, is able to control matters requiring stockholder approval. Accordingly, KKR, in its capacity as a stockholder, is able to exercise significant control over our operations, including the elections or appointments of directors, amendments to our governing documents, and entering into extraordinary transactions, including a sale of our company. Relatedly, KKR approved the Merger Agreement, and no other stockholder approval was required or sought in connection with the Mergers. Our stockholders’ agreement with KKR Dream Holdings LLC provides that so long as KKR and its affiliates own (1) at least 40% of our outstanding common stock, KKR will have the right to nominate a majority of our board of directors, and (2) at least 10% but less than 40% of our outstanding common stock, KKR will have the right to nominate a percentage of the authorized number of directors equal to KKR’s ownership of our outstanding common stock (rounded up to the nearest whole director). In addition, the stockholders’ agreement provides that so long as
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56 KKR owns at least 25% of our outstanding common stock, KKR’s consent will be required for us to enter into any transaction or agreement that results in a change in control, and for the termination, hiring or appointment of our chief executive officer. As of the date of this report, five of nine members of our board of directors are nominated by KKR pursuant to the stockholders’ agreement, and KKR continues to control decisions on all matters requiring board approval and our operations and policies, including the appointment of management, future issuances of our Class A common stock or other securities (but not cash redemptions of KKR’s LLC Units, which must be approved by the Disinterested Majority), the payment of dividends, if any, on our Class A common stock, the incurrence of debt by us, amendments to our governing documents and entering into extraordinary transactions, including, generally, a sale of our company. The interests of KKR may not in all cases be aligned with our or our Class A common stockholders’ interests. KKR might also have conflicting interests with us or our Class A common stockholders because it holds a portion of its ownership interest in our business through OneStream Software LLC. For example, KKR might have different tax positions from us which could influence its decisions regarding whether and when to dispose of assets, whether and when to incur new or refinance existing indebtedness. The structuring of future transactions might take into consideration KKR’s tax or other considerations even where no similar benefit would accrue to us or holders of our Class A common stock. In addition, to the extent the Mergers are not completed, KKR’s significant ownership in us, nomination of a majority of the members of our board of directors and resulting ability to effectively control or significantly influence us may discourage someone from making a significant equity investment in us, or could discourage transactions involving a change in control, including transactions in which you as a holder of shares of our Class A common stock might otherwise receive a premium for your shares over the then-current market price. Our certificate of incorporation contains provisions renouncing our interest and expectation to participate in certain corporate opportunities presented to KKR or its affiliates, other than those presented to representatives of KKR or its affiliates in their capacity as members of our board of directors, officers, employees or other service providers, which could create conflicts of interest and have a material adverse effect on our business, operating results, financial condition and prospects if attractive corporate opportunities are allocated by KKR to itself, its affiliates or third parties instead of to us. KKR is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us or that would be complementary to our business if we acquired them. Our certificate of incorporation provides that, to the fullest extent permitted by law, none of KKR or its affiliates, or any of their respective directors, partners, principals, officers, members, managers or employees, including any of the foregoing who serve as our directors (other than a director who is also an employee of our company or its subsidiaries), all of whom we refer to as the exempted persons, will have any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us or any of our affiliates. In addition, to the fullest extent permitted by law, in the event that any exempted person is presented with a business opportunity, even if the opportunity is one that we or our affiliates might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, such exempted person will have no duty to communicate or offer such business opportunity to us or any of our affiliates, provided that our certificate of incorporation does not renounce our interest in any business opportunity that is expressly offered to an exempted person solely in his or her capacity as a director, officer, employee or other service provider of our company. The Amended LLC Agreement contains similar provisions in favor of KKR and its affiliates, as well as provisions allowing KKR and its affiliates to freely conduct their business and investment activities. These provisions could create conflicts of interest and have a material adverse effect on our business, operating results, financial condition and prospects if attractive business opportunities are allocated by KKR or another exempted person to itself, its affiliates or third parties instead of to us.
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57 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. As of the date of this report, KKR holds a majority of the voting power of our outstanding capital stock. Under the rules of the Nasdaq Stock Market, a company of which more than 50% of the voting power is held by a person or group of persons acting together is a “controlled company” and may elect not to comply with certain rules and regulations of the Nasdaq Stock Market regarding corporate governance, including: • the requirement that a majority of its board of directors consist of independent directors; • the requirement that its director nominees be selected or recommended for the board’s selection by a majority of the board’s independent directors in a vote in which only independent directors participate or by a nominating committee comprised solely of independent directors, in either case, with board resolutions or a written charter, as applicable, addressing the nominations process and related matters as required under the federal securities laws; and • the requirement that its compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. These requirements would not apply to us if, in the future, we choose to avail ourselves of the “controlled company” exemption. Although we qualify as a “controlled company,” we do not currently rely on these exemptions and intend to continue to fully comply with all corporate governance requirements under the rules and regulations of the Nasdaq Stock Market, subject to the phase-in periods for newly public companies. However, if we were to rely on some or all of the controlled company exemptions in the future, you would not have the same protections afforded to stockholders of other companies that are subject to all of the corporate governance requirements of the Nasdaq Stock Market. Our stock price might be volatile or might decline regardless of our operating performance, resulting in substantial losses for investors. The trading price of our Class A common stock is likely to be volatile and could fluctuate widely regardless of our operating performance. If you purchase shares of our Class A common stock, you may not be able to resell those shares at or above the price you pay for such shares. The market price of our Class A common stock might fluctuate significantly in response to numerous factors, many of which are beyond our control, including: • the Mergers, the pendency of the Mergers, perceptions regarding the Mergers or the failure to complete the Mergers; • actual or anticipated fluctuations in our operating results; • the financial projections we might provide to the public, any changes in these projections or our failure to meet these projections; • failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors; • ratings changes by any securities analysts who follow our company; • announcements by us or our competitors of significant technical innovations, acquisitions, strategic relationships, joint ventures, or capital commitments; • changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;
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58 • price and volume fluctuations in the overall stock market from time to time, including as a result of changes in inflation or interest rates or other trends in the economy as a whole; • changes in accounting standards, policies, guidelines, interpretations or principles; • actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally; • developments or disputes concerning our intellectual property, or our products or third-party proprietary rights; • security or data breaches that affect us or our competitors; • announced or completed acquisitions of or investments in businesses or technologies by us or our competitors; • new laws or regulations, or new interpretations of existing laws or regulations applicable to our business; • any major change in our board of directors or management; • sales of, or exchanges for, shares of our Class A common stock by us or our stockholders; • legal proceedings, regulatory disputes or government investigations threatened or initiated against us; and • volatile macroeconomic conditions and other events or factors, including those resulting from war, incidents of terrorism, natural disasters, tariffs and trade controls, pandemics or other public health crises, or responses to these conditions or events. In addition, the stock markets, and in particular the Nasdaq Global Select Market on which our Class A common stock is listed, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility, or following a public offering. Relatedly, in September 2025, a stockholder derivative action was filed against certain of our directors and officers and KKR, as more fully described in Part I, Item 3, “Legal Proceedings.” This action and any other legal proceeding, claim, investigation or other proceeding that we are or could become involved in could be time consuming, divert management’s attention and resources from operating our business, and cause us to incur significant expenses or, in certain circumstances, liability. The expenses related to such legal proceedings, claims, investigations or other proceedings and the timing of these expenses from period to period are difficult to estimate and subject to change. Because of the potential risks, expenses and uncertainties of legal proceedings, claims, investigations or other proceedings, we may, from time to time, settle disputes, even where we have meritorious claims or defenses, by agreeing to settlement agreements. Any of the foregoing could adversely affect our business, operating results and financial condition. 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. The market price of our Class A common stock could decline as a result of substantial sales of our Class A common stock, particularly sales by our directors, executive officers and significant stockholders, a large number of shares of our Class A common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares. As of February 23, 2026, an aggregate of 55,694,730 shares of Class D common stock are issuable upon the redemption of LLC Units held by the Continuing Members (and the cancelation of an equal number of shares of Class C common stock held by them), subject to the conditions set forth in the Amended LLC Agreement, and such shares
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59 of Class D common stock are in turn convertible into shares of our Class A common stock on a one-for-one basis. In addition, as of February 23, 2026, an aggregate of 90,341,058 shares of outstanding Class D common stock are likewise convertible into shares of our Class A common stock on a one-for-one basis. Under our registration rights agreement, as of February 23, 2026, certain of our existing stockholders, including KKR and members of our management, have the right, subject to the conditions set forth in the registration rights agreement, to require us to file registration statements covering the resale of up to 111,015,468 shares of Class A common stock issued or issuable upon exchange or conversion of outstanding shares of our other series of common stock and redemption or exchange of accompanying LLC Units, as applicable, or to include their shares in registration statements that we might file for ourselves or our stockholders. We cannot predict the timing, size or disclosure of any future issuances or sales of our Class A common stock resulting from the redemption or exchange of LLC Units or the conversion of Class D common stock, or the effect, if any, that future issuances, disclosure, if any, or sales of shares of our Class A common stock might have on the market price of our Class A common stock. New issuances of shares of Class A common stock may cause other holders of Class A common stock to experience significant dilution, and sales or distributions of substantial amounts of our Class A common stock, or the perception that such sales or distributions could occur, including upon the exercise of registration rights, might cause the market price of our Class A common stock to decline. Additionally, we have registered the offer and sale of all shares of Class A common stock subject to equity awards outstanding and reserved for issuance under our equity incentive plans. The sale of these shares, or the perception that these shares may be sold in the public market, in private transactions or otherwise, may adversely affect the market price of our Class A common stock. 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. The trading market for our Class A common stock relies in part on the research and reports that securities or industry analysts publish about us or our business. We do not control these analysts. If one or more of the analysts who cover us downgrade our Class A common stock or our industry, or the Class A common stock of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of our Class A common stock could decline. If one or more of these analysts stops covering us or fails to publish reports on us regularly, we could lose visibility in the market, which, in turn, could cause our Class A common stock price or trading volume to decline. We do not intend to pay dividends to the holders of our Class A common stock for the foreseeable future. We do not intend to pay dividends to the holders of our Class A common stock for the foreseeable future, except possibly in connection with maintaining certain aspects of our Up-C structure. See the section titled “—Risks Related to Our Organizational Structure —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.” Our ability to pay dividends on our Class A common stock may be restricted by the terms of any future debt incurred or preferred securities issued by us or our subsidiaries or law. Payments of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our business, operating results and financial condition, current and anticipated cash needs, plans for expansion and any legal or contractual limitation on our ability to pay dividends. As a result, any capital appreciation in the price of our Class A common stock may be your only source of gain on your investment in our Class A common stock. If, however, we decide to pay a dividend to the holders of our Class A common stock in the future, we would likely need to cause OneStream Software LLC to make distributions to OneStream, Inc. in an amount sufficient to cover cash dividends, if any, declared by us. Deterioration in the consolidated financial condition, earnings or cash flow of OneStream Software LLC for any reason could limit or impair its ability to pay cash distributions or other distributions to us. OneStream Software LLC and its subsidiaries may be restricted from distributing cash to OneStream, Inc. by, among other things, law or the documents governing our existing or future indebtedness.
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60 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 certificate of incorporation, bylaws and stockholders’ agreement contain provisions that could depress the market price of our Class A common stock by acting to discourage, delay or prevent a change in control of our company or changes in our management that the stockholders of our company may deem advantageous. Among other things, these provisions provide that: • we have multiple series of common stock with differing voting rights; • the authorized number of directors may be changed only by resolution of the board of directors; • any vacancies on the board of directors and any newly created directorships may only be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, provided that if a vacancy is created at any time by the death, disability, removal or resignation of any director nominated by KKR, the vacancy shall be filled solely by, at KKR’s option, KKR in a written instrument or a majority of the remaining directors in accordance with the stockholders’ agreement; • our board of directors is divided into three classes, each of which will stand for election once every three years; • for so long as there are at least two directors nominated by KKR on our board of directors, the presence of at least one KKR- nominated director is required to have a quorum for the transaction of business by the board of directors, subject to certain exceptions, including meetings of a majority of disinterested directors to the extent that directors nominated by KKR are interested directors for the purpose of such meetings; • there is no cumulative voting; • the board of directors may issue “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; • the board of directors may make, alter or repeal our bylaws; • the forum for certain litigation against us is limited to Delaware; and • stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and also meet specific requirements as to the form and content of a stockholder’s notice. KKR currently holds a majority of the voting power of our outstanding capital stock. Additional provisions in our governing documents will become effective on such date when KKR, Mr. Shea and their respective affiliates collectively cease to beneficially own, directly or indirectly, more than 50% of the voting power of our capital stock, which, among other things, provide that: • stockholders may not call special meetings of stockholders or act by written consent; • directors may only be removed from office with the affirmative vote of 66-2/3% of the voting power of our outstanding capital stock and, for so long as our board of directors remains classified, only for cause; and • amending certain provisions of our certificate of incorporation and bylaws will be subject to super-majority voting thresholds.
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61 Moreover, our certificate of incorporation contains a provision that provides us with protections similar to Section 203 of the DGCL and prevents us from engaging in a business combination with a person (excluding KKR, its affiliates, associates and certain other related parties and any person who acquires ownership of at least 15% of our common stock directly or indirectly from KKR) who acquires at least 15% of our common stock for a period of three years from the date such person acquired such common stock, unless approval from our board of directors or stockholders is obtained prior to the acquisition. In addition, our stockholders’ agreement with KKR Dream Holdings LLC provides that so long as KKR owns at least 25% of our outstanding common stock, KKR’s consent will be required for us to enter into any transaction or agreement that results in a change in control and for the termination, hiring or appointment of our chief executive officer. Any provision of our certificate of incorporation, bylaws or stockholders’ agreement that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock, and could also affect the price that some investors are willing to pay for 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. Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (1) any derivative action, suit or proceeding brought on our behalf, (2) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, stockholders, officers or other employees to us or our stockholders, (3) any action, suit or proceeding asserting a claim against us or any current or former director, stockholder, officer or other employee of our company arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws, (4) any other action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery or (5) any action, suit or proceeding asserting a claim against us or any current or former director, stockholder, officer or other employee of our company governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware. Section 22 of the Securities Act establishes concurrent jurisdiction for federal and state courts over Securities Act claims. Accordingly, both state and federal courts have jurisdiction to hear such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our bylaws also provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Any person or entity purchasing, holding or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to the foregoing bylaw provisions. Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our current or former directors, officers, stockholders or other employees, which may discourage such lawsuits against us and our current and former directors, officers, stockholders and other employees. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions. Further, the enforceability of similar exclusive forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that a court of law could rule that these types of provisions are inapplicable or unenforceable if they are challenged in a proceeding or otherwise. If a court were to find either exclusive forum provision contained in our bylaws to be inapplicable or unenforceable in an action, we may incur significant additional costs associated with resolving such dispute, as well as resolving such action in other jurisdictions, all of which could harm our operating results.
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62 Item 1B. Unresolved Staff Comments. None. Item 1C. Cybersecurity. Risk Management and Strategy As part of our overall approach to integrated risk management, we have established an information security program that includes policies, processes, and organizations to assess, identify and manage risk from information security threats, including cybersecurity threats, and including risks related to third parties, such as partners, vendors, and suppliers. The program also includes an incident response plan that is designed to provide controls and procedures for responding to cybersecurity or other security incidents. We have established an Information Security team that is responsible for overseeing the program across the Company, including with respect to information, personnel, and facilities. The Information Security team is led by our Chief Information Security Officer, or CISO, who coordinates with other departments in areas such as facilities, physical security, operations, data protection, information technology, product development, finance, legal and compliance. Regular assessments and reviews, through both internal and external experts, are conducted on OneStream information assets and networks, including systems, devices, applications, solutions and related computing resources, to evaluate potential risks and vulnerabilities, identify actions to be taken, and evaluate the effectiveness of our cybersecurity program. Risk management exercises occur regularly and in response to changes in Company operations, risk landscape, and threat actor activities, using tabletop exercises, threat modeling, risk forecasting, and other techniques to monitor and evaluate the sufficiency of our policies, processes and controls. Internal assessments occur based on results from risk management exercises, changes in infrastructure, cybersecurity risks, threat actor activity, and in response to other internal or external events. External assessments are conducted by third-party assessors, consultants or auditors, as relevant, and occur regularly in order to maintain our certifications and accreditations with certain compliance regimes (for example, FedRAMP). Additionally, the Company utilizes third-party software, services and providers in our cybersecurity program in furtherance of our security processes such as endpoint security, threat intelligence, cloud security, and authentication services. We also provide employees with policies and training in areas such as ethics, information security, social engineering, data protection, and compliance, and with regular updates on the cybersecurity program and potential threats. We are aware of the risks associated with engaging third-party service providers and other third parties. We have implemented risk- based processes to oversee and manage these risks, including, where appropriate, contractual requirements to implement technical, administrative, cybersecurity, and physical measures to protect the security and confidentiality of OneStream information (including customer information), and to notify the Company promptly of relevant security incidents. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties. We face a number of cybersecurity risks in connection with our business. To date, our business, operating results and financial condition have not been materially affected by cybersecurity incidents. For additional information, please refer to Item 1A. “Risk Factors” in this Annual Report on Form 10-K, including the risk factors under the section titled “Risk Factors—Risks Related to our Technology and Intellectual Property.” Governance Management is responsible for the day-to-day management of risks we face, including risks related to cybersecurity. Primary responsibility for our cybersecurity program is assigned to our CISO, who joined OneStream in May 2017 and has served as our CISO since December 2020. He has over 29 years of cybersecurity experience in the commercial and government sectors and works directly with the Information Security team to oversee and implement our cybersecurity program, including the policies and processes described in “Risk Management and Strategy” above. Our CISO reports directly to our Chief Risk Officer, or CRO. The CISO and the CRO both participate
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63 in regular meetings of our Operations and Risk Committee, a management committee which monitors risks across the Company, including cybersecurity and other information security risks. Our board of directors, which has overall responsibility for enterprise risk management, has delegated to our audit committee primary oversight of cybersecurity risks and the processes to manage them. The audit committee regularly reviews and discusses with our CISO, CRO, and other senior management our policies and processes designed to identify, monitor and address enterprise risks, including risks from cybersecurity threats and incidents. Material cybersecurity threat risks are also considered during board of directors and audit committee meeting discussions of matters like enterprise risk management, operational budgeting, business continuity planning, and other relevant matters. In addition, at least annually, our board of directors discusses our programs and policies related to cybersecurity and considers them from a risk management perspective and as part of OneStream’s business strategy. As our Information Security team monitors the security and effectiveness of our policies and processes, they also work to keep the CISO, CRO and other members of leadership informed of critical incidents, process updates, or other material details, in accordance with our internal reporting structure. Depending on the nature and severity of an incident, this reporting structure provides for escalating notification to our CEO and the board of directors. Item 2. Properties. 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 3. 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. On September 19, 2025, a stockholder derivative action was filed in the Delaware Court of Chancery against certain of our officers and directors and entities affiliated with KKR, or KKR, captioned Ayers v. Shea, et al., Case No. 2025-1071-PAF, or the 2025 Derivative Action. The plaintiff purports to bring the action derivatively on our behalf. The complaint alleges that KKR and certain of our directors and officers breached their fiduciary duties and were unjustly enriched by selling shares of our stock in connection with our November 2024 secondary offering, or the Secondary Offering, and non-dilutive secondary transaction, or the Secondary Offering Synthetic Secondary, on the basis of adverse material non-public information regarding certain of our financial growth metrics. The complaint further alleges that the individual defendants breached their fiduciary duties by permitting the stock sales to occur and by issuing materially misleading disclosures in our registration statement filed in connection with the Secondary Offering and Secondary Offering Synthetic Secondary. The complaint seeks, among other things, disgorgement of all profits derived from the challenged stock trades, other unspecified damages, and an award of costs and fees incurred by the derivative plaintiff in the litigation, including attorneys’ fees. On January 8, 2026, the defendants in the 2025 Derivative Action filed a motion to dismiss all claims asserted in the complaint.
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64 On February 20, 2026, Sonal Rana, a purported stockholder of the Company, filed a lawsuit in the United States District Court for the Northern District of Illinois, asserting claims against us and our board of directors for violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 14c-6 for allegedly issuing false and misleading disclosures in the Company’s information statement filed in connection with the Mergers, or the Merger Lawsuit. The plaintiff seeks damages, enjoining stockholder approval of the Merger, rescission of the Merger Agreement, and attorneys’ fees. We intend to dispute the claims brought by the plaintiff in this matter. Additional lawsuits may be filed before the consummation of the Mergers. Item 4. Mine Safety Disclosures. Not applicable.
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65 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information for Our Common Stock Our Class A common stock commenced trading on the Nasdaq Global Select Market under the symbol “OS” on July 24, 2024. Prior to this time, there was no public market for our Class A common stock. There is no established trading market for our Class B common stock, Class C common stock or Class D common stock. Holders of Record As of February 23, 2026, there were four stockholders of record of our Class A common stock. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. As of February 23, 2026, we also had no stockholders of record of our Class B common stock, 22 stockholders of record of our Class C common stock and 23 stockholders of record of our Class D common stock. Dividend Policy We have no current plans to pay dividends on our Class A common stock or Class D common stock. Holders of our Class B common stock or Class C common stock do not have any right to receive dividends, or to receive a distribution upon a liquidation, dissolution, or winding up of OneStream, Inc., with respect to their Class B common stock or Class C common stock. The declaration, amount, and payment of any future dividends on shares of Class A common stock or Class D common stock is at the sole discretion of our board of directors, and we may reduce or discontinue entirely the payment of such dividends at any time. Our board of directors may take into account general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant. Recent Sales of Unregistered Securities None. Use of Proceeds from Registered Securities On July 23, 2024, our registration statement on Form S-1 (File No. 333-280573) relating to our IPO was declared effective by the SEC. There has been no material change in the expected use of the net proceeds from our IPO as described in the final prospectus for our IPO filed with the SEC, pursuant to Rule 424(b)(4), on July 24, 2024 and our other periodic reports previously filed with the SEC. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Stock Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our other filings under the Securities Act or the Exchange Act. The graph below compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the S&P 500 Index and the S&P 500 Information Technology Index through December 31,
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66 2025, assuming an initial investment of $100 at the market close on July 24, 2024, the date our stock commenced trading on the Nasdaq Global Select Market. Data for the S&P 500 Index and the S&P 500 Information Technology Index assume reinvestment of dividends. The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our Class A common stock. 7/24/2024 9/30/2024 12/31/2024 3/31/2025 6/30/2025 9/30/2025 12/31/2025 OneStream, Inc. 100.00 126.26 106.22 79.48 105.40 68.64 68.45 S&P 500 100.00 105.89 108.44 103.80 115.16 124.52 127.83 S&P 500 Information Technology 100.00 101.61 106.52 93.04 115.10 130.29 132.14 Item 6. [Reserved]
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67 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read together with our audited consolidated financial statements and the related notes appearing elsewhere in this report. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategies for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. A discussion of changes in our results of operations from 2023 to 2024 and a discussion of our liquidity and capital resources for 2023 has been omitted from this report but may be found under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Comparison of the Years Ended December 31, 2024 and 2023” of our Annual Report on Form 10- K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission, or the SEC on February 27, 2025. Overview OneStream is modernizing and redefining the Office of the CFO through the Digital Finance Cloud, our AI-enabled and extensible software platform that unifies core financial functions and broader operational data and processes within a single platform. The Digital Finance Cloud empowers the Office of the CFO to form a comprehensive, dynamic and predictive view of the entire enterprise, providing corporate leaders the control, visibility and agility required to proactively adjust business strategy and day-to-day execution. We generate the substantial majority of our revenue from the sale of access to our platform, either pursuant to SaaS contracts that we account for as subscription revenue or pursuant to perpetual or term ‑ based software licenses that we account for as license revenue. Subscription revenue also includes cloud computing service fees and customer support and maintenance for software under our term-based and perpetual licenses. We refer to these revenue streams collectively as software revenue, which represented 94% of total revenue for the years ended December 31, 2025 and 2024 and 92% for the year ended December 31, 2023. Software revenue is driven primarily by our number of customers, the number of users at each customer, the price of subscriptions and user licenses and renewal rates. Since 2023, customers on SaaS contracts accounted for the majority of our total revenue and more than 90% of our new customers have been on SaaS contracts. Prior to the third quarter of 2020 when we introduced our current SaaS-based model, we sold access to our platform on a perpetual or term-based license basis. We expect revenue from SaaS contracts to contribute an increasing portion of total revenue over time, but we may continue to offer licenses to certain customers in limited circumstances, such as government agencies or large enterprises in heavily regulated industries. A majority of our SaaS contracts and term ‑ based licenses have three-year terms, although terms currently range from less than one year up to ten years. Most of our contracts are non-cancellable. We had $1,377.2 million and $1,103.9 million in remaining performance obligations as of December 31, 2025 and 2024, respectively, consisting of both billed and unbilled consideration. We also generate revenue from the sale of professional services, including consulting, implementation and configuration services and training, but we are increasingly leveraging our partners to provide these services. Professional services represented 6% of total revenue for the years ended December 31, 2025 and 2024 and 8% for the year ended December 31, 2023. We generate the majority of our total revenue from customers located in the United States; however, revenue generated from customers outside of the United States accounted for 34%, 32% and 30% of total revenue for the years ended December 31, 2025, 2024, and 2023, respectively, and we are focused on growing our international business. Our target customers are large and medium-sized enterprises that we believe could benefit most from our unified platform, which validates and reconciles financial and operational data from multiple legacy products, applications and modules. Our sales and marketing organization engages with prospective customers across multiple in-person and virtual channels and provides them with user conferences, platform demonstrations, application guides, whitepapers, webinars, presentations and other content to accelerate their understanding of our platform and drive greater adoption.
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68 We are highly focused on supporting our customers with the deployment, adoption and use of our platform through dedicated customer success managers. In addition, we have a strong ecosystem of go-to-market, implementation and development partners globally. Our partners serve as a significant source of lead generation and provide us with a network of trained and OneStream-certified implementation professionals. For example, we partner with specialist consulting firms and dedicated teams within larger consulting firms that have built their entire services practices around designing and implementing the OneStream platform for their clients. We also collaborate with global strategic consulting firms and global systems integrators, such as Accenture, IBM, KPMG and PwC, which introduce our platform to their clients as part of large-scale digital transformation projects as well as finance and business projects where our platform can help accelerate business initiatives and improve user experience. Our partnerships and relationships with global systems integrators have played an increasingly meaningful role in our recent growth and we expect that trend to continue. We intend to make additional investments in training and cultivating relationships with partners. On top of our core solutions, we offer a growing number of OneStream- and third-party-developed applications through the OneStream Solution Exchange. These applications extend the value of our platform beyond core financial reporting and planning for the Office of the CFO out to the operational edge, powering workflows for a diverse set of business users, including finance, sales, marketing, operations, human resources and IT professionals. The OneStream Solution Exchange includes both applications available to our customers at no additional cost, as well as fee-based applications built by us or our partners. Our business model centers on maximizing the lifetime value of a customer relationship. We recognize revenue from our SaaS contracts ratably over the term of the subscription period. We recognize the majority of the revenue from our term-based and perpetual licenses when our software is first made available to the customer or upon commencement of the license term, if later, and the remainder is attributable to maintenance and support fees recognized ratably over the contract term. In general, customer acquisition costs and other up-front costs associated with acquiring new customers are much higher in the first year of the contract, though sales commissions for SaaS agreements and sales commissions allocated to customer maintenance and support for licensed software are amortized over a five- year period. Over the lifetime of the customer relationship, we also incur sales and marketing costs related to upselling and expanding the number of users accessing our platform. However, these costs, as a percentage of revenue, are significantly less than those initially incurred to acquire the customer. As a result, the profitability of a customer to our business in any particular period depends in part on how long a customer has been a subscriber and the degree to which it has expanded the number of users of our platform. We are focused on our long-term revenue potential. We believe that our market opportunity is large, and we will continue to invest significantly in scaling across organizational functions to grow our operations, both domestically and internationally. Our continued growth will depend, in part, on our ability to grow a productive workforce across all departments of our organization to support our expanding operations, and, in part, on our ability to successfully introduce new and enhanced core solutions and applications on our platform. We therefore intend to continue to invest efficiently in growing our business to take advantage of our expansive market opportunity, while remaining focused on positive cash flow.
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69 Recent Developments On January 6, 2026, OneStream, Inc. and OneStream Software LLC entered into the Merger Agreement. The Merger Agreement is the legal document that governs the Mergers. If the Mergers occur, OneStream, Inc. and OneStream Software LLC will be acquired by affiliates of Hg, a leading investor in software, services and data businesses. Following the closing of the Mergers, Hg will be the majority and controlling equityholder of OneStream, Inc. and OneStream Software LLC. Under the terms of the Merger Agreement, upon the closing of the Mergers, (i) each outstanding share of our Class A common stock and Class D common stock, and each outstanding LLC Unit, will be cancelled and automatically converted into the right to receive cash in an amount equal to $24.00, without interest (in each case, other than as provided in the Merger Agreement); and (ii) each outstanding share of our Class B common stock and Class C common stock will be cancelled and automatically converted into the right to receive cash in an amount equal to $0.0001, without interest (in each case, other than as provided in the Merger Agreement). The Mergers are expected to close in the first half of 2026, subject to the receipt of required regulatory approvals and other customary closing conditions. Factors Affecting Our Performance We believe that our future performance will depend on many factors, including those described below. While these areas present significant opportunity, they also present risks that we must manage to achieve successful results. See the section titled “Risk Factors.” If we are unable to address these challenges, our business and operating results could be adversely affected. Acquiring New Customers The most significant driver of our year-over-year software revenue growth is the signing of new customers in the preceding 12 months. We had 1,805 and 1,601 customers as of December 31, 2025 and 2024, respectively, representing year-over-year growth of 13%. We define a customer as an entity with an active contract as of the measurement date; organizations with multiple divisions, segments or subsidiaries may be counted as multiple customers. Our results of operations and growth depends in part on our ability to attract new customers and we believe there is a significant opportunity to grow our customer base. We primarily rely on our marketing efforts, direct sales force and go-to-market partners to attract new customers. Our ability to achieve significant revenue growth in the future will be dependent on our ability to effectively attract, retain and train sales personnel, both domestically and internationally, particularly with experience selling to larger enterprises. Growing, educating and nurturing our partner ecosystem is also critical to our customer acquisition as we increasingly rely on partners to support the implementation of our platform and delivery of our applications. We believe a productive partner ecosystem accelerates the adoption of our platform and enables more efficient implementation. We intend to continue to invest in expanding our partnership ecosystem and in enhanced education and training for our existing partners. Customer Success Our ability to drive growth and generate incremental revenue depends heavily on our ability to retain our customers and increase their use cases and number of users of our platform. Our goal is 100% customer success and it drives everything we do. In addition, many of our customers serve as references for potential new customers, driving future revenue growth. We allocate our customer success and customer support resources to align with maximizing the retention and expansion of our subscription revenue. We also leverage our network of implementation partners that provide trained and OneStream-certified implementation professionals to drive customer success. Expansion Within Our Existing Customer Base Many of our customers initially deploy our platform for specific use cases and users, often within the finance organization. Our initial contract values, which tend to be high relative to many in our industry, reflect the comprehensive nature of our platform and the fact that its deployment allows customers to replace multiple legacy
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70 systems. Once customers realize the benefits and wide applicability of our platform, they typically phase in implementation of additional core solutions and applications for new use cases and additional users, including those outside the finance organization. As our customer base continues to expand, every successful adopter of our platform is an opportunity to add more use cases and users and generate incremental revenue. We therefore continue to invest in our customer success efforts to help our customers realize the full potential of our platform and thereby expand the use cases and number of users of our platform over time. In particular, customer relationships with large enterprises lead to scale and operating leverage in our business model. Compared with smaller customers, large enterprise customers present a greater opportunity for us to expand the number of users on our platform because these customers have larger budgets, a wider range of potential use cases and greater potential for migrating new workloads to our platform over time. International Expansion Revenue generated from customers outside of the United States accounted for 34%, 32% and 30% of our total revenue for the years ended December 31, 2025, 2024 and 2023, respectively. In addition to our offices and customers throughout the United States, we maintain offices in Australia, Europe and Singapore, and our customers are located in approximately 45 countries. We believe there is a significant opportunity to grow our international business and plan to continue to invest in personnel, office space, marketing and data center capacity to support our international growth. Innovating and Advancing Our Platform We intend to continue to invest in our research and development to expand and enhance our platform’s features and capabilities to drive further adoption, both within the Office of the CFO and by users outside the finance organization. These include enhancing our platform’s performance, functionality and user experience by expanding its core solutions, developing new applications and growing the OneStream Solution Exchange to maintain and extend our technology leadership. In addition, we remain committed to investing in quantitative and generative AI-enabled solutions that are purpose-built for the Office of the CFO. Mix of Subscription Revenue and License Revenue Our total revenue is affected by changes in the mix of our subscription revenue and license revenue. For the year ended December 31, 2025, subscription revenue and license revenue represented 91% and 3% of our total revenue, respectively, compared to 87% and 6%, respectively, for the year ended December 31, 2024 and 81% and 11% for the year ended December 31, 2023. We generate the substantial majority of our revenue from the sale of access to our platform, primarily pursuant to SaaS contracts that we account for as subscription revenue. SaaS contracts have made up more than 90% of our new customer contracts since 2023. In addition to SaaS contracts, subscription revenue also includes cloud computing service fees and customer support and maintenance for software under our term-based and perpetual licenses. We recognize revenue from our SaaS contracts, customer support and software maintenance ratably over the contract term. Before we introduced our SaaS-based model in 2020, we sold access to our platform under term-based or perpetual licenses, which we account for as license revenue. We recognize license revenue when our software is first made available to the customer or upon commencement of the license term, if later. For additional information about the components of our subscription revenue and license revenue, see the sections titled “—Components of Results of Operations—Subscription Revenue” and “—License Revenue.” Key Metrics We monitor the key business metrics set forth in the table below to help us evaluate our business and growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess operational efficiencies. The calculation of the key metrics discussed below may differ from other similarly titled metrics used by other companies, securities analysts or investors.
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71 As of December 31, 2025 2024 2023 Annual recurring revenue (in millions) $ 698.9 $ 568.1 $ 460.4 Year-over-year growth 23% 23% 37% Total customers 1,805 1,601 1,388 Annual Recurring Revenue We believe that ARR is a key metric to measure our business performance because it is driven by our ability to acquire new customers and to maintain and expand our relationship with existing customers. We define ARR as contractually committed annual recurring revenue, which we calculate as annualized software revenue, as of a the balance sheet date, that will be recognized from a contract assuming any contract expiring in the next 12 months is renewed at the rate prevailing in the final month of the contract. If, however, we determine that a contract will be cancelled or reduced, we exclude the cancelled or reduced contract from our calculation of ARR. Our calculation of ARR does not give effect to the impact of any anticipated future price increases. With respect to software revenue from customers with perpetual licenses, only the associated annual maintenance fees are included in our calculation of ARR. ARR does not have a standardized meaning and therefore may not be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue, deferred revenue and remaining performance obligations computed or disclosed in accordance with accounting principles generally accepted in the United States of America, or GAAP, and is not intended to be combined with or to replace any of those items. Specifically, the manner in which we define ARR has the effect of normalizing the impact of revenue recognition for term-based license agreements. ARR is calculated based upon annualized contract value and not actual GAAP revenue. For perpetual and term-based licenses, we recognize the majority of the total contract value upon delivery, with the remainder attributable to maintenance and support fees that are recognized ratably over the contract term. Annualizing actual GAAP revenue for any particular period could result in a meaningful difference from our ARR calculation, particularly when we are experiencing increases or decreases in the mix of multi-year term-based licenses. In addition, under certain SaaS contracts, customers may contractually increase the number of users over time, particularly for larger or more complex deployments. For such contracts, the amount of revenue recognized may be lower than ARR as ARR reflects the annualized software revenue, as of a measurement date, that will be recognized assuming any contract expiring in the next 12 months is renewed at the rate prevailing in the final month of the contract, and therefore revenue may grow more slowly than ARR. ARR is not a forecast and the active contracts at the date used in calculating ARR may or may not be extended by our customers. Our ARR growth is also subject to foreign currency risk. Changes in foreign currency exchange rates can result in fluctuations in our ARR balances and impact our year-over-year ARR growth. Total Customers We believe that our ability to expand our customer base is an indicator of our market penetration, the growth of our business and future revenue. For the years ended December 31, 2025, 2024 and 2023, none of our customers accounted for more than 5% of our total revenue. Components of Results of Operations Revenues We generate the substantial majority of our revenue from the sale of access to our platform, either pursuant to SaaS contracts that we account for as subscription revenue or pursuant to perpetual or term ‑ based software licenses that we account for as license revenue. Subscription revenue also includes cloud computing service fees and maintenance and support related to software licenses. We also generate revenue from the sale of professional services, including consulting, implementation and configuration services and training, but we are increasingly leveraging our partners to provide these services.
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72 Subscription Revenue Subscription revenue is driven primarily by the number of customers, the number of users at each customer, the price of subscriptions and renewal rates. Subscription revenue consists of revenue from SaaS contracts, cloud computing service fees and post- contract customer support, or PCS. SaaS arrangements with customers provide the customer with continuous access to our hosted platform over the contractual period. SaaS revenue is recognized ratably over the contract term beginning on the date access to the platform is provided, consistent with the transfer of control of the SaaS subscription to the customer. Cloud computing service fees are paid by those customers who choose to install and access their licensed software on a month-to- month subscription to a cloud hosting service offered by us, rather than manage it themselves. Our performance obligation is to provide cloud computing services on a consumption basis during the contract term and the consideration received is based on customer consumption. We invoice for cloud computing services on a monthly basis as the service is utilized. PCS includes unspecified technical enhancements, customer support and maintenance for licensed software. We recognize revenue from PCS ratably over the contractual term of the arrangement, consistent with the pattern of benefit to the customer, beginning on the date the service is made available to the customer. License Revenue License revenue is driven primarily by the number of customers, the number of users at each customer, the price of user licenses and renewal rates. License revenue consists of license revenue from both our term-based and perpetual software licenses (collectively referred to as licensed software). We satisfy our performance obligation and recognize revenue for licensed software at the point in time when the customer is able to use and benefit from the software, which is generally when it is first made available to the customer or upon commencement of the license term, if later. The typical length of a customer contract for term-based licensed software is three years and customers are generally invoiced in equal annual installments at the beginning of each year within the contractual period. Professional Services and Other Revenue Professional services and other revenue consist of fees associated with implementation and consulting services and training. Professional services do not result in significant customization of the software and are considered distinct. A substantial majority of the professional service contracts are provided on a time and materials basis, and we recognize the related revenue as the service hours are performed. For time and materials projects, we invoice for services as the work is incurred. Each phase of a customer implementation generally takes one to six months to complete, depending on the scope of engagement, and most customers complete several phases of implementation to fully leverage our platform and expand its use throughout their organizations. Professional services revenue can fluctuate quarter over quarter as a result of project milestones in our contract arrangements and how they match up to customers’ implementation projects timeline, as well as the extent to which we leverage our partners to provide these services. Cost of Revenues Cost of Subscription Revenue Cost of subscription revenue consists of costs related to cloud computing services and supporting our customers. These expenses primarily consist of third-party direct server and cloud storage costs and employee compensation costs related to providing product support. Cost of Professional Services and Other Revenue Cost of professional services and other revenue primarily consists of expenses directly related to the implementation of our software and costs to train our customers and partners. These expenses primarily consist of
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73 employee compensation costs related to implementation and training services. We expect our cost of professional services and other revenue to fluctuate as we continue to invest in our growth, but we expect it to decrease as a percentage of revenue due to our software revenue growth and our strategy of leveraging our growing partner network to provide implementation services. The cost of providing professional services has historically been higher than the associated revenue we generate, as we use professional services to help drive customer success and build our ecosystem of trained partners and customers. Gross Profit and Gross Margin; Software Gross Profit and Software Gross Margin Gross profit equals revenue less cost of revenue, and gross profit as a percentage of total revenue is referred to as gross margin. Our software gross profit, which equals our software revenue less subscription costs, was $427.7 million, $347.0 million and $269.3 million for the years ended December 31, 2025, 2024 and 2023, respectively. Our gross margin was 69%, 63% and 69% for the years ended December 31, 2025, 2024 and 2023, respectively, while our software gross margin, which is our software gross profit as a percentage of software revenue, was 75% for the years ended December 31, 2025 and 2024 and 78% for the year ended December 31, 2023. Gross margin and software gross margin have been and will continue to be affected by various factors, including the mix between revenue from SaaS contracts and term-based licenses, the timing of our acquisition of new customers and the renewal of and expansion of sales to existing customers, support and maintenance, the costs associated with operating our platform, the extent to which we expand our customer support team, the recognition of equity-based compensation and the extent to which we can increase the efficiency of our technology and infrastructure through technological improvements. In addition, we have benefited from a hybrid approach where we have evolved our cloud computing contracts and model to enable more flexibility with our cost structure and improved efficiency of our offering. We expect our gross profit and software gross profit to increase in absolute dollars as total revenue and software revenue increases. We also expect our gross margin and software gross margin to increase over time, although they may fluctuate from period to period. Operating Expenses Operating expenses consist of sales and marketing, research and development and general and administrative expenses. Personnel costs are the most significant component of our operating expenses and consist of salaries, sales commissions, benefits, bonuses and equity-based compensation. Operating expenses also include allocated overhead costs. Sales and Marketing Sales and marketing expenses consist primarily of personnel-related costs associated with our sales and marketing staff, including salaries, benefits, amortization of deferred commissions, variable compensation, equity ‑ based compensation and employer taxes on employee stock transactions. Sales and marketing expenses also include advertising costs and promotional materials and events, including our bi-annual OneStream Splash Global User Conferences, travel and entertainment, operating lease costs and related office expenses, outside services contracted for sales and marketing purposes, software and other subscriptions and dues and allocated overhead. We plan to increase our investment in sales and marketing over the foreseeable future as we continue to grow our business, primarily driven by increased headcount and increased spending on promotional events and product-marketing efforts. However, we expect our sales and marketing expenses to decrease as a percentage of our total revenue over time as we benefit from scale in our business, although they may fluctuate as a percentage of our total revenue from period to period. Research and Development Research and development expenses consist primarily of personnel-related expenses associated with our research and development staff, including salaries, benefits, variable compensation, equity-based compensation and employer taxes on employee stock transactions. Research and development expenses also include outside services, cloud hosting and computing costs dedicated for use by our research and development functions, operating lease costs and related office expenses, software and other subscriptions and dues and allocated overhead. We have invested, and intend to continue to invest, in developing technology to support our growth. We plan to increase our investment in research and development over the foreseeable future as we continue to grow our business, although research and development expenses may fluctuate as a percentage of our total revenue from period to period. This expected increase in research and development expenses is primarily driven by a focus on further developing our platform.
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74 General and Administrative General and administrative expenses consist primarily of personnel-related costs associated with our executive, finance, legal, human resources and other support personnel, including salaries, benefits, variable compensation, equity-based compensation and employer taxes on employee stock transactions. General and administrative expenses also include outside services, software and other subscriptions and dues dedicated for use by our general administrative functions, operating lease costs and related office expenses, travel and entertainment, other corporate expenses and allocated overhead. We are incurring additional expenses as a result of operating as a public company and our Up-C structure, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations, and increased expenses for insurance, investor relations and professional services. We expect that our general and administrative expenses will increase as our business grows but will decrease as a percentage of our total revenue over time as we benefit from scale in our business, although they may fluctuate as a percentage of our total revenue from period to period. Results of Operations The following table sets forth our consolidated statements of operations data for the periods presented: Year Ended December 31, 2025 2024 2023 (in thousands) Revenues: Subscription $ 549,970 $ 428,150 $ 302,923 License 17,806 31,779 40,518 Professional services and other 34,158 29,478 31,480 Total revenue 601,934 489,407 374,921 Cost of revenues: Subscription 140,076 112,914 74,146 Professional services and other 48,567 66,415 40,356 Total cost of revenue 188,643 179,329 114,502 Gross profit 413,291 310,078 260,419 Operating expenses: Sales and marketing 264,115 328,843 175,795 Research and development 130,601 156,812 55,289 General and administrative 113,375 143,951 59,847 Total operating expenses 508,091 629,606 290,931 Loss from operations (94,800) (319,528) (30,512) Interest income, net 25,540 14,248 4,062 Other income (expense), net 3,317 498 (1,065) Loss before income taxes (65,943) (304,782) (27,515) Provision for income taxes 1,719 1,877 1,416 Net loss $ (67,662) $ (306,659) $ (28,931) Less: Net loss attributable to non-controlling interests (17,363) (90,458) — Net loss attributable to OneStream, Inc. $ (50,299) $ (216,201) $ (28,931) (1) Includes equity-based compensation expense as follows: (1) (1) (1) (1), (2) (1)
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75 Year Ended December 31, 2025 2024 2023 (in thousands) Cost of subscription $ 2,331 $ 5,939 $ — Cost of professional services and other 5,740 24,871 15 Sales and marketing 43,516 135,215 3,938 Research and development 31,444 77,926 518 General and administrative 32,376 72,446 3,799 Total equity-based compensation $ 115,407 $ 316,397 $ 8,270 (2) Amounts include certain expenses incurred with related parties. See Note 14 to our audited consolidated financial statements included in Part II, Item 8 in this report. The following table presents the components of our results of operations for the periods presented as a percentage of total revenue: Year Ended December 31, 2025 2024 2023 Revenues: Subscription 91% 87% 81% License 3 6 11 Professional services and other 6 6 8 Total revenue 100 100 100 Cost of revenues: Subscription 23 23 20 Professional services and other 8 14 11 Total cost of revenue 31 37 31 Gross margin 69 63 69 Operating expenses: Sales and marketing 44 67 47 Research and development 22 32 15 General and administrative 19 29 16 Total operating expenses 84 129 78 Loss from operations (16) (65) (8) Interest income, net 4 3 1 Other income (expense), net 1 — — Loss before income taxes (11) (62) (7) Provision for income taxes — — 1 Net loss (11)% (63)% (8)% Less: Net loss attributable to non-controlling interests (3) (18) — Net loss attributable to OneStream, Inc. (8)% (44)% (8)% * Totals of percentage of revenue may not sum due to rounding. Comparison of the Years Ended December 31, 2025 and 2024 Revenues Year Ended December 31, 2025 2024 % Change (in thousands) Subscription $ 549,970 $ 428,150 28% License 17,806 31,779 (44) Professional services and other 34,158 29,478 16 Total revenue $ 601,934 $ 489,407 23
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76 Total revenue was $601.9 million for the year ended December 31, 2025 compared to $489.4 million for the year ended December 31, 2024, an increase of $112.5 million, or 23%. Subscription revenue was $550.0 million, or 91% of total revenue, for the year ended December 31, 2025 compared to $428.2 million, or 87% of total revenue, for the year ended December 31, 2024. The increase of $121.8 million, or 28%, was primarily driven by the acquisition of new customers, existing customers expanding their use of our platform and our continued shift to a SaaS-based model from our license-based model. License revenue was $17.8 million, or 3% of total revenue, for the year ended December 31, 2025 compared to $31.8 million, or 6% of total revenue, for the year ended December 31, 2024. The decrease of $14.0 million, or 44%, was primarily driven by our continued shift to a SaaS-based model from our license-based model. We generated the majority of our revenue for the years ended December 31, 2025 and 2024 from customers on SaaS contracts, and we expect revenue from our SaaS contracts to make up an increasing portion of our total revenue over time. Professional services and other revenue was $34.2 million, or 6% of total revenue, for the year ended December 31, 2025 compared to $29.5 million, or 6% of total revenue, for the year ended December 31, 2024. The increase of $4.7 million, or 16%, was primarily driven by timing of our customers’ implementation projects. Cost of Revenues Year Ended December 31, 2025 2024 % Change (in thousands) Subscription $ 140,076 $ 112,914 24% Professional services and other 48,567 66,415 (27) Total cost of revenue $ 188,643 $ 179,329 5 Total cost of revenue was $188.6 million for the year ended December 31, 2025 compared to $179.3 million for the year ended December 31, 2024, an increase of $9.3 million, or 5%. Cost of subscription revenue was $140.1 million for the year ended December 31, 2025 compared to $112.9 million for the year ended December 31, 2024, an increase of $27.2 million, or 24%. The increase was primarily due to an increase in third-party direct server and cloud storage costs of $24.8 million to accommodate higher customer demand and an increase in outside services and software subscriptions of $2.7 million, partially offset by a decrease in employee compensation costs of $0.9 million. The decrease in employee compensation costs was driven by lower equity-based compensation expense of $3.5 million, primarily related to the Option Modification in the third quarter of 2024, and partially offset by higher headcount. Cost of professional services and other revenue was $48.6 million for the year ended December 31, 2025 compared to $66.4 million for the year ended December 31, 2024, a decrease of $17.8 million, or 27%. The decrease in cost of professional services and other revenue was primarily due to a decrease in employee compensation costs of $20.6 million, which was driven by lower equity-based compensation expense of $19.2 million, primarily related to the Option Modification in the third quarter of 2024, and lower headcount, and partially offset by the timing of our customers’ implementation projects.
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77 Gross Profit and Gross Margin Year Ended December 31, 2025 2024 % Change (dollars in thousands) Software gross profit $ 427,700 $ 347,015 23% Professional services and other gross loss (14,409) (36,937) (61)% Total gross profit $ 413,291 $ 310,078 33 Software gross margin 75% 75% Professional services and other gross margin (42) (125) Total gross margin 69 63 Gross profit was $413.3 million for the year ended December 31, 2025 compared to $310.1 million for the year ended December 31, 2024, an increase of $103.2 million, or 33%. The increase in gross profit was primarily the result of the decrease in equity-based compensation expense, the acquisition of new customers, existing customers expanding their use of our platform and our continued shift to a SaaS-based model from our license-based model. Gross margin was 69% for the year ended December 31, 2025 compared to 63% for the year ended December 31, 2024. The increase in gross margin was primarily the result of the decrease in equity-based compensation expense and sales mix. Operating Expenses Year Ended December 31, 2025 2024 % Change (dollars in thousands) Operating expenses: Sales and marketing $ 264,115 $ 328,843 (20)% Research and development 130,601 156,812 (17) General and administrative 113,375 143,951 (21) Total operating expenses $ 508,091 $ 629,606 (19) Percentage of total revenue: Sales and marketing 44% 67% Research and development 22 32 General and administrative expenses 19 29 Sales and Marketing Sales and marketing expenses were $264.1 million for the year ended December 31, 2025 compared to $328.8 million for the year ended December 31, 2024, a decrease of $64.7 million, or 20%. The decrease was primarily driven by a decrease in employee compensation costs of $69.4 million, partially offset by an increase in outside services and software subscriptions of $3.8 million. The decrease in employee compensation costs was driven by lower equity-based compensation expense of $90.1 million, primarily related to the Option Modification in the third quarter of 2024, and partially offset by higher headcount, increases in amortization of deferred commissions of $4.3 million and employer taxes on employee stock transactions of $1.6 million. Research and Development Research and development expenses were $130.6 million for the year ended December 31, 2025 compared to $156.8 million for the year ended December 31, 2024, a decrease of $26.2 million, or 17%. The decrease was primarily due to a decrease in employee compensation costs of $26.3 million, which was driven by lower equity-based compensation expense of $46.0 million, primarily related to the Option Modification in the third quarter of 2024, and partially offset by higher headcount to support the continued development of our platform, including AI-enabled solutions, and an increase in employer taxes on employee stock transactions of $0.5 million.
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78 General and Administrative General and administrative expenses were $113.4 million for the year ended December 31, 2025 compared to $144.0 million for the year ended December 31, 2024, an increase of $30.6 million or 21%. The decrease was primarily driven by a decrease in employee compensation costs of $33.4 million, costs related to the Secondary Offering of $1.3 million and IPO-related costs incurred in 2024 of $5.4 million, partially offset by increases in outside services and software subscriptions of $7.1 million. The decrease in employee compensation costs was driven by lower equity-based compensation expense of $39.6 million, primarily related to the Option Modification in the third quarter of 2024, partially offset by higher headcount and an increase in employer taxes on employee stock transactions of $0.5 million. Other Income and Expenses Interest Income, Net Year Ended December 31, 2025 2024 % Change (in thousands) Interest income, net $ 25,540 $ 14,248 79% Interest income, net was $25.5 million for the year ended December 31, 2025 compared to $14.2 million for the year ended December 31, 2024, an increase of $11.3 million. The increase in interest income, net was due to higher average cash and cash equivalent balances. Other Income, Net Year Ended December 31, 2025 2024 % Change (in thousands) Other income, net $ 3,317 $ 498 NM NM = Not Meaningful. Other income, net was $3.3 million for the year ended December 31, 2025 compared to $0.5 million for the year ended December 31, 2024. Other income, net of $3.3 million for the year ended December 31, 2025 consists primarily of gains from foreign currency translation. Other income, net of $0.5 million for the year ended December 31, 2024 consists primarily of the gain on remeasurement of the previously held equity interest in DataSense of $2.4 million, partially offset by losses from foreign currency translation. Provision for Income Taxes Year Ended December 31, 2025 2024 % Change (in thousands) Provision for income taxes $ 1,719 $ 1,877 (8)% Provision for income taxes was $1.7 million for the year ended December 31, 2025 compared to $1.9 million for the year ended December 31, 2024, a decrease of $0.2 million, or 8%. Provision for income taxes consists primarily of current income taxes in foreign and state jurisdictions.
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79 Non-GAAP Financial Measures In addition to our results determined in accordance with GAAP, we believe that non-GAAP operating loss and free cash flow, the non-GAAP financial measures presented in this report, provide users of our financial information with additional useful information in evaluating our performance and liquidity and allows them to more readily compare our results across periods without the effect of non- cash items and other items as detailed below. Additionally, our management and board of directors use our non-GAAP financial measures to evaluate our performance and liquidity, identify trends and make strategic decisions. There are limitations to the use of the non-GAAP financial measures presented in this report. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. Our non-GAAP financial measures should not be considered in isolation or as alternatives to loss from operations, net cash provided by operating activities or any other measure of financial performance calculated and presented in accordance with GAAP. Non-GAAP Operating Income (Loss) We define non-GAAP operating income (loss) as loss from operations adjusted for non-cash, non-operational and non-recurring items, including equity-based compensation expense, employer taxes on employee stock transactions, Secondary Offering costs, amortization of acquired intangible assets and acquisition-related costs. The principal limitation of non-GAAP operating income (loss) is that it excludes significant expenses that are required by GAAP to be recorded in our consolidated financial statements, including equity-based compensation expense, employer taxes on employee stock transactions, Secondary Offering costs, amortization of acquired intangible assets and acquisition-related costs, that we do not consider to be indicative of our ongoing core operations. The following table provides a reconciliation of non-GAAP operating income (loss) to the most directly comparable GAAP financial measure for the periods presented: Year Ended December 31, 2025 2024 2023 (in thousands) Loss from operations $ (94,800) $ (319,528) $ (30,512) Equity-based compensation expense 115,407 316,397 8,270 Employer taxes on employee stock transactions 4,979 2,297 — Amortization of acquired intangible assets 1,261 733 — Acquisition-related costs 243 — — Secondary Offering costs — 1,325 — Non-GAAP operating income (loss) $ 27,090 $ 1,224 $ (22,242) Free Cash Flow We define free cash flow as net cash provided by operating activities less purchases of property and equipment. The principal limitations of free cash flow are that it does not reflect our future capital commitments and it does not represent the total increase or decrease in our cash balance for a given period.
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80 The following table provides a reconciliation of free cash flow to the most directly comparable GAAP financial measure for the periods presented: Year Ended December 31, 2025 2024 2023 (in thousands) Net cash provided by operating activities $ 96,672 $ 61,152 $ 21,265 Purchases of property and equipment (1,042) (2,618) (2,589) Free cash flow 95,630 58,534 18,676 Net cash (used in) provided by investing activities $ (4,992) $ (10,212) $ 84,750 Net cash provided by (used in) financing activities $ 57,577 $ 376,453 $ (3,845) Liquidity and Capital Resources Sources and Uses of Funds Since inception we have financed operations primarily through the sale of equity securities and payments received from our customers. As of December 31, 2025, our principal sources of liquidity were cash and cash equivalents of $693.6 million, which were held primarily for working capital purposes, and the undrawn portion of our credit facility of $150.0 million. Our cash and cash equivalents consisted of money market funds and bank deposits. We believe our existing cash and cash equivalents and available borrowings under our credit facility will be sufficient to meet our projected operating requirements and known contractual obligations for at least the next 12 months. A substantial source of our cash is from our deferred revenue, as we generally invoice customers in equal annual installments at the beginning of each year within the contractual period. Deferred revenue, which is included on our consolidated balance sheets as a liability, consists of the unearned portion of billed fees for our subscriptions, which we recognize as revenue as our performance obligations are satisfied in accordance with our revenue recognition policy. As of December 31, 2025, we had deferred revenue of $326.1 million, of which $317.6 million is recorded as a current liability and is expected to be recorded as revenue in the next 12 months, provided all other revenue recognition criteria have been met. Pursuant to the Merger Agreement, we have agreed to various covenants and agreements, including, among others, agreeing to conduct our business in the ordinary course during the period between the execution of the Merger Agreement and the closing of the Mergers. The Merger Agreement also restricts us from incurring new debt, issuing new shares, acquiring businesses and entering into certain material commercial contracts, in each case subject to customary exceptions (including certain preexisting arrangements and actions taken with Parent’s prior consent). We do not expect that these restrictions will prevent us from meeting our ongoing costs of operations, working capital needs or capital expenditure requirements. Our future capital requirements will depend on many factors, including our pace of growth, subscription renewal rates, the timing and extent of spend to support research and development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced platform offerings and the continuing market acceptance of the platform. We may, in the future, enter into arrangements to acquire or invest in complementary businesses, services, technologies or intellectual property rights. We may be required to seek additional equity or debt financing. If additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition would be adversely affected. Credit Facility We have a revolving credit facility that allows us to borrow up to $150.0 million for working capital and other general corporate purposes through October 27, 2028. As of December 31, 2025, we had no borrowings outstanding under our credit facility.
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81 Under the terms of the credit facility, we have the option to borrow funds as either a secured overnight financing rate, or SOFR, loan or an alternate base rate, or ABR, loan. Any advances drawn on the credit facility incur interest at an annual rate equal to the SOFR plus 250 basis points for SOFR loans or the ABR plus 150 basis points for ABR loans. The ABR is based on a rate per year equal to the greatest of (1) the prime rate, (b) the Federal Reserve Bank of New York rate plus 0.5% and (c) an adjusted term SOFR rate determined on the basis of a one-month interest period plus 1%. Any undrawn portion of the credit facility is subject to a fee of 0.25% per year. The credit facility is secured by substantially all our assets and contains certain negative and affirmative covenants, including financial covenants and covenants relating to the incurrence of other indebtedness, the occurrence of a material adverse change, the disposition of assets, mergers, acquisitions and investments, the granting of liens and the payment of dividends. We must also not permit the ratio of our indebtedness to total recurring revenue for the most recent trailing four quarters to exceed 0.50 to 1.00, and we are required to maintain $50.0 million in liquidity. We were in compliance with the covenants contained in the agreement as of December 31, 2025. Tax Receivable Agreement Under the TRA, we are generally required to pay cash to the TRA Members, which include KKR and other Continuing Members and certain Former Members, in the amount of 85% of the applicable savings, if any, in income tax that we realize, or that we are deemed to realize, as a result of (1) certain tax attributes that are created as a result of the exchanges or redemptions of their LLC Units (calculated under certain assumptions), (2) any net operating losses available to us as a result of the Blocker Mergers, (3) tax benefits related to imputed interest and (4) payments under such TRA. Concurrently, and in connection, with the execution of the Merger Agreement, OneStream, Inc., OneStream Software LLC and certain other parties to the TRA entered into Amendment No. 1 to the TRA, or the TRA Amendment, pursuant to which the parties agreed to amend the TRA such that it will automatically terminate upon the consummation of the Mergers. As provided in the TRA Amendment, no payments will be made under the TRA in connection with the consummation of the Mergers. In the event that the Merger Agreement is terminated and the Mergers are not completed, unless the Merger Agreement is terminated to enter into an agreement for an alternative acquisition transaction that constitutes a Superior Proposal in accordance with the terms of the Merger Agreement, we will continue to be required to make such payments to the TRA Members even after they have exchanged or redeemed all of their LLC Units. The payment obligations under the TRA are obligations of OneStream, Inc. and not of OneStream Software LLC. The payments that we might be required to make to the TRA Members could be substantial. Any payments made by us to the TRA Members will generally reduce the amount of overall cash flow that might have otherwise been available to us or to OneStream Software LLC and, to the extent that we are unable to make payments under the TRA for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us. Our obligations under the TRA could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring, deterring or preventing certain mergers, asset sales, other forms of business combination or other changes of control. We might need to incur debt to finance payments under the TRA to the extent our cash resources are insufficient and there can be no assurance that we will be able to finance our obligations under the TRA. Cash Flows The following table summarizes our cash flow activities for the periods presented: Year Ended December 31, 2025 2024 2023 (in thousands) Net cash provided by operating activities $ 96,672 $ 61,152 $ 21,265 Net cash (used in) provided by investing activities (4,992) (10,212) 84,750 Net cash provided by (used in) financing activities 57,577 376,453 (3,845)
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82 Operating Activities Net cash provided by operating activities for the year ended December 31, 2025 of $96.7 million was the result of a net loss of $67.7 million, which was more than offset by noncash charges for equity-based compensation of $115.4 million, amortization of deferred commissions of $24.2 million, depreciation and amortization of $4.3 million, noncash operating lease expense of $2.9 million and other noncash operating activities of $1.9 million. Changes in working capital were favorable to cash flows from operating activities by $15.5 million primarily due to an increase in deferred revenue of $82.3 million, an increase in accrued and other liabilities of $13.2 million and an increase in accounts payable of $2.1 million due to timing of payments to vendors, partially offset by an increase in deferred commissions of $37.0 million related to an increase in software sales and an increase in accounts receivable, net of $45.4 million. Net cash provided by operating activities for the year ended December 31, 2024 of $61.2 million was the result of a net loss of $306.7 million and other noncash operating activities of $1.0 million, which were more than offset by noncash charges for equity-based compensation of $316.4 million, amortization of deferred commissions of $20.4 million, depreciation and amortization of $3.7 million and noncash operating lease expense of $2.9 million. Changes in working capital were favorable to cash flows from operating activities by $25.4 million primarily due to an increase in deferred revenue of $61.2 million and an increase in accounts payable of $16.5 million due to timing of payments to vendors, partially offset by an increase in deferred commissions of $27.1 million related to an increase in software sales, an increase in accounts receivable, net of $13.4 million, an increase in prepaid expenses and other assets of $9.3 million and a decrease in accrued and other liabilities of $2.6 million. Investing Activities Net cash used in investing activities for the year ended December 31, 2025 of $5.0 million consisted primarily of $3.7 million for an acquisition to enhance our platform and $1.0 million for purchases of property and equipment, primarily related to capitalized software costs and leasehold improvements. Net cash provided by investing activities for the year ended December 31, 2024 of $10.2 million consisted of $7.6 million net cash used to acquire DataSense and $2.6 million for purchases of property and equipment, primarily related to leasehold improvements to support our expanding footprint. Financing Activities Net cash provided by financing activities for the year ended December 31, 2025 of $57.6 million consisted of proceeds from option exercises of $61.1 million and proceeds from the employee stock purchase plan of $3.3 million, partially offset by $5.1 million in payments for taxes related to net share settlement of equity awards, and $1.8 million of payments of deferred offering costs related to our IPO. Net cash used in financing activities for the year ended December 31, 2024 of $376.5 million consisted of $409.6 million in net proceeds from the IPO, $206.7 million in proceeds from the Secondary Offering and proceeds from option exercises of $29.0 million, partially offset by $263.4 million of cash used for the repurchase of LLC Units in the IPO Synthetic Secondary and Secondary Offering Synthetic Secondary and $5.4 million of payments of deferred offering costs. Contractual Obligations and Commitments The following table summarizes our contractual obligations as of December 31, 2025: Payments Due by Period Total 2026 2027 and 2028 2029 and 2030 2031 and thereafter (in thousands) Operating lease obligations $ 17,128 $ 4,100 $ 5,170 $ 4,244 $ 3,614 Purchase obligations 13,588 10,592 2,996 — — Total $ 30,716 $ 14,692 $ 8,166 $ 4,244 $ 3,614
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83 In addition to the contractual obligations included in the table above, in 2022 we entered into a five-year commercial agreement with a vendor pursuant to which we have committed to purchase $300.0 million of data center, cloud and IT services with no minimum annual spending requirement. In November 2024, the agreement was amended to increase the existing purchase commitment from $300.0 million to $360.0 million. As of December 31, 2025, our total remaining commitment under this agreement was $113.7 million. Critical Accounting Policies and Estimates In preparing our consolidated financial statements and the related notes thereto included elsewhere in this report in conformity with GAAP, we must make decisions that impact the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgments based on our understanding and analysis of the relevant circumstances, historical experience and business valuations. Actual amounts could differ from those estimated at the time the consolidated financial statements are prepared. We believe that the accounting policies described below involve a substantial degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations. For further information, see Note 2, “Significant Accounting Policies” to our audited consolidated financial statements included in Part II, Item 8 in this report. Revenue Recognition We recognize revenue from contracts with customers using the five-step method described in Note 2 of the notes to our audited consolidated financial statements included in this report. Our contracts with customers often include promises to transfer multiple products and services to a customer. For these contracts, we account for individual performance obligations separately if they are distinct. Professional services, cloud computing services, the right to perpetual or term-based licenses and related post-contract customer support are distinct performance obligations that are accounted for separately. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on their relative standalone selling price. Equity-Based Compensation Expense We have issued equity-based awards to employees in the form of restricted stock units and stock options, and, prior to the Reorganization Transactions, OneStream Software LLC issued common unit options and incentive compensation units. We account for equity-based awards based on their grant date fair values. Determining the grant date fair values of equity-based awards may require management to make assumptions and judgments. These assumptions reflect our best estimates, but they involve inherent uncertainties based on market conditions. As a result, if other assumptions are used, equity-based compensation costs could be materially impacted. Equity-based compensation expense is recognized on a straight-line basis for awards with service-only vesting conditions, whereas awards with performance conditions are recognized using the accelerated attribution method. Forfeitures are accounted for as they occur. We offer an Employee Stock Purchase Plan, or ESPP, which is accounted for in accordance with ASC 718, Compensation—Stock Compensation, and generally recognizes equity-based compensation expense on a straight-line basis over the term of each offering period. We used a Black-Scholes option pricing model to determine the fair value of the ESPP awards as of the beginning of the offering period. Certain features of the ESPP may require us to apply modification accounting as outlined in ASC 718. For further details on our equity-based compensation awards, refer to Note 11, “Equity-based Compensation,” to our audited consolidated financial statements included in Part II, Item 8 in this report.
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84 Recent Accounting Pronouncements For information on recently issued accounting pronouncements, if any, refer to Note 2, “Significant Accounting Policies” to our audited consolidated financial statements included in Part II, Item 8 in this report. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in foreign currency exchange rates and interest rates. Foreign Currency Risk We face foreign currency risks related to our revenue, cost of revenue and operating expenses denominated in currencies other than the U.S. dollar. Because we translate foreign currencies into U.S. dollars for financial reporting purposes, currency fluctuations can have an impact on our financial results. While we primarily transact with customers in the U.S. Dollar, we also transact in foreign currencies, including the Euro, British Pound, Swiss Franc, Canadian Dollar, Swedish Krona, Australian Dollar, Mexican Peso, South African Rand, Danish Krone and Singapore Dollar, due to foreign operations and customer sales. We expect to continue to grow our foreign operations and customer sales. We benefit from the fact that the revenue we collect in each country in which we have operations is principally denominated in the same currency as the operating expenses we incur in that country, providing us with a natural hedge. Our international branches maintain certain asset and liability balances that are denominated in the functional currencies of these branches. Changes in the value of foreign currencies relative to the U.S. Dollar can result in fluctuations in our total assets, liabilities, revenue, operating expenses and cash flows. As our international operations grow, our risks associated with fluctuation in currency rates will become greater, and we will continue to reassess our approach to managing this risk. In addition, currency fluctuations or a weakening U.S. Dollar can increase the costs of our international expansion. To date, we have not entered into any foreign currency hedging contracts because exchange rate fluctuations have not had a material impact on our operating results and cash flows. Interest Rate Risk As of December 31, 2025, we had $693.6 million of cash and cash equivalents, which consisted primarily of money market funds and bank deposits. Such interest-earning instruments carry a degree of interest rate risk; however, historical fluctuations of interest income have not been significant. Our investments are made for capital preservation purposes. We do not hold or issue financial instruments for trading or speculative purposes. Borrowings on our credit facility incur interest at the rates described in the section titled “—Liquidity and Capital Resources—Credit Facility.” We do not believe that a hypothetical 10% change in interest rates would have had a material impact on our operating results or cash flows for the periods presented in this report. Inflation Risk We do not believe that inflation has had a material effect on our business, financial condition or results of operations. Nonetheless, if our costs, including employee wages and benefits and other operating expenses, were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations. Item 8. Financial Statements and Supplementary Data.
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85 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) 86 Consolidated Balance Sheets as of December 31, 2025 and 2024 89 Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 90 Consolidated Statements of Stockholders’ / Members’ Equity for the years ended December 31, 2025, 2024 and 2023 92 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 93 Notes to Consolidated Financial Statements 94
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86 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of OneStream, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of OneStream, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ / members’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
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87 Revenue recognition – Identification and evaluation of non-standard contract terms Description of the Matter As described in Note 2 to the consolidated financial statements, the Company recognizes revenue upon the transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Certain contracts with customers may include terms that differ from the Company’s standard arrangements, and could have a material impact on revenue recognition. Auditing the Company’s revenue recognition required significant auditor judgment to determine the nature and extent of our procedures to identify contracts with such terms and evaluate their impact on revenue recognition. How We Addressed the Matter in Our Audit Among other procedures, we inspected a sample of contracts to test management’s identification and evaluation of non-standard terms and conditions. We also obtained confirmations of terms and conditions for a sample of arrangements with customers. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2020. Detroit, Michigan February 26, 2026
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88 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of OneStream, Inc. Opinion on Internal Control Over Financial Reporting We have audited OneStream, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, OneStream, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ / members’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 26, 2026 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Detroit, Michigan February 26, 2026
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ONESTREAM, INC. 89 CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) As of December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 693,580 $ 544,174 Accounts receivable, net 177,350 129,014 Unbilled accounts receivable 18,777 23,294 Deferred commissions 24,763 20,682 Prepaid expenses and other current assets 20,949 20,202 Total current assets 935,419 737,366 Unbilled accounts receivable, noncurrent 542 800 Deferred commissions, noncurrent 52,929 44,228 Operating lease right-of-use assets 12,827 16,705 Property and equipment, net 7,951 10,084 Intangible assets, net 2,515 2,567 Goodwill 12,548 9,280 Other noncurrent assets 1,033 2,191 Total assets $ 1,025,764 $ 823,221 Liabilities and stockholders’ / members’ equity Current liabilities: Accounts payable $ 21,363 $ 19,563 Accrued compensation 32,945 27,543 Accrued commissions 15,699 9,007 Deferred revenue, current 317,580 239,291 Operating lease liabilities, current 3,380 3,237 Other accrued expenses and current liabilities 14,787 13,534 Total current liabilities 405,754 312,175 Deferred revenue, noncurrent 8,535 4,515 Operating lease liabilities, noncurrent 11,418 15,357 Other noncurrent liabilities 389 216 Total liabilities 426,096 332,263 Commitments and contingencies (Note 6) Stockholders’ / members’ equity: Preferred stock, $0.0001 par value, 100,000,000 shares authorized, no shares issued and outstanding as of December 31, 2025 and 2024 — — Class A common stock, $0.0001 par value, 2,500,000,000 shares authorized, 93,318,973 and 51,456,091 shares issued and outstanding as of December 31, 2025 and 2024, respectively 9 5 Class B common stock, $0.0001 par value, 300,000,000 shares authorized, no shares issued and outstanding as of December 31, 2025 and 2024 — — Class C common stock , $0.0001 par value, 300,000,000 shares authorized, 55,694,730 and 63,929,619 shares issued and outstanding as of December 31, 2025 and 2024, respectively 5 6 Class D common stock , $0.0001 par value, 600,000,000 shares authorized, 96,205,587 and 122,196,307 shares issued and outstanding as of December 31, 2025 and 2024, respectively 9 12 Additional paid-in capital 885,786 718,084 Accumulated other comprehensive income (loss) 533 (599) Accumulated deficit (381,633) (331,334) Total stockholders’ equity attributable to OneStream, Inc. / members’ equity 504,709 386,174 Non-controlling interests 94,959 104,784 Total stockholders’ / members’ equity 599,668 490,958 Total liabilities and stockholders’ / members’ equity $ 1,025,764 $ 823,221 (1) Each share of Class C common stock is convertible at any time at the option of the holder into one share of Class B common stock, and each share of Class D common stock is convertible at any time at the option of the holder into one share of Class A common stock. Refer to Note 9 in the accompanying notes for details. The accompanying notes are an integral part of these consolidated financial statements. (1) (1)
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ONESTREAM, INC. 90 CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Year Ended December 31, 2025 2024 2023 Revenues: Subscription $ 549,970 $ 428,150 $ 302,923 License 17,806 31,779 40,518 Professional services and other 34,158 29,478 31,480 Total revenue 601,934 489,407 374,921 Cost of revenues: Subscription 140,076 112,914 74,146 Professional services and other 48,567 66,415 40,356 Total cost of revenue 188,643 179,329 114,502 Gross profit 413,291 310,078 260,419 Operating expenses: Sales and marketing 264,115 328,843 175,795 Research and development 130,601 156,812 55,289 General and administrative 113,375 143,951 59,847 Total operating expenses 508,091 629,606 290,931 Loss from operations (94,800) (319,528) (30,512) Interest income, net 25,540 14,248 4,062 Other income (expense), net 3,317 498 (1,065) Loss before income taxes (65,943) (304,782) (27,515) Provision for income taxes 1,719 1,877 1,416 Net loss $ (67,662) $ (306,659) $ (28,931) Less: Net loss attributable to non-controlling interests (17,363) (90,458) — Net loss attributable to OneStream, Inc. $ (50,299) $ (216,201) $ (28,931) Net loss per share of Class A and Class D common stock–basic $ (0.28) $ (1.23) Net loss per share of Class A and Class D common stock–diluted $ (0.28) $ (1.25) Weighted-average shares of Class A and Class D common stock outstanding–basic 182,126 163,469 Weighted-average shares of Class A and Class D common stock outstanding–diluted 182,126 234,043 (1) Amounts include certain expenses incurred with related parties. Refer to Note 14 in the accompanying notes for details. (2) For the year ended December 31, 2024, represents net loss per share of Class A common stock and Class D common stock and weighted-average shares of Class A common stock and Class D common stock outstanding for the period following the Reorganization Transactions as described in Note 1, Organization and Description of Business. Refer to Note 12, Net Loss per Share, in the accompanying notes for additional details. The accompanying notes are an integral part of these consolidated financial statements. (1) (2) (2) (2) (2)
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ONESTREAM, INC. 91 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) Year Ended December 31, 2025 2024 2023 Net loss $ (67,662) $ (306,659) $ (28,931) Other comprehensive loss: Foreign currency translation and other 1,132 26 (196) Comprehensive loss $ (66,530) $ (306,633) $ (29,127) Less: Comprehensive loss attributable to non-controlling interests (16,877) (90,477) — Comprehensive loss attributable to OneStream, Inc. $ (49,653) $ (216,156) $ (29,127) The accompanying notes are an integral part of these consolidated financial statements.
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ONESTREAM, INC. 92 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ / MEMBERS’ EQUITY (in thousands, except share amounts) OneStream, Inc. Stockholders’ / Members’ Equity Accumu lated Total Member s’ Class A Common Stock Class B Common Stock Class C Common Stock Class D Common Stock Additio nal Paid-in Other Compre hensive Accumu lated Non- controlli ng Stockholde rs’ / Members’ Interest Shares Amo unt Shares Amo unt Shares Amo unt Shares Amo unt Capital Loss Deficit Interest s Equity Balance as of December 31, 2022 $ 272,78 9 — $ — — $ — — $ — — $ — $ — $ (429) $ (145,2 24) $ — $ 127,136 Net loss — — — — — — — — — — — (28,93 1) — (28,931) Equity-based compensation 8,270 — — — — — — — — — — — — 8,270 Exercise of common unit options 247 — — — — — — — — — — — — 247 Foreign currency translation — — — — — — — — — — (196) — — (196) Balance as of December 31, 2023 $ 281,30 6 — $ — — $ — — $ — — $ — $ — $ (625) $ (174,1 55) $ — $ 106,526 Net loss — — — — — — — — — — — (14,64 4) — (14,644) Equity-based compensation 4,928 — — — — — — — — — — — — 4,928 Units issued in connection with acquisition 244 — — — — — — — — — — — — 244 Foreign currency translation — — — — — — — — — — (211) — — (211) Balance as of July 23, 2024 $ 286,47 8 — $ — — $ — — $ — — $ — $ — $ (836) $ (188,7 99) $ — $ 96,843 Effects of the IPO and Reorganization Transactions: Effect of Reorganization Transactions (286,4 78) — — — — 74,135, 230 7 132,08 1,358 13 286,45 8 — — — — Equity-based compensation — — — — — — — — — 204,43 5 — — — 204,435 Issuance of Class A common stock sold in initial public offering, net of underwriting discounts, commissions and offering costs — 27,715, 770 3 — — — — — — 402,52 7 — — — 402,530 Stock option exercises — 459,23 0 — — — — — — — 3,251 — — — 3,251 Repurchase of LLC Units — — — — — — — — — (56,66 3) — — — (56,663) Allocation of equity to non-controlling interests — — — — — — — — — (262,6 03) 261 59,022 203,32 0 — Activity subsequent to the IPO and Reorganization Transactions: Net loss — — — — — — — — — — — (201,5 57) (90,45 8) (292,015) Equity-based compensation — — — — — — — — — 101,55 1 — — 5,483 107,034 Stock option exercises — 3,185,5 65 — — — — — — — 25,740 — — — 25,740 Vesting of restricted stock units — 4,864 — — — — — — — — — — — — Effects of Secondary Offering — 17,250, 000 2 — — (7,364, 949) (1) (9,885, 051) (1) 12,309 19 — (12,32 8) (0) Effect of exchange of Class C Common Stock — 2,840,6 62 — — — (2,840, 662) — — — 4,706 7 — (4,713) — Foreign currency translation and other — — — — — — — — — (128) (50) — (19) (197) Non-controlling interest adjustment for changes in proportionate ownership in OneStream Software LLC — — — — — — — — — (3,499) — — 3,499 — Balance as of December 31, 2024 $ — 51,456, 091 $ 5 — $ — 63,929, 619 $ 6 122,19 6,307 $ 12 $ 718,08 4 $ (599) $ (331,3 34) $ 104,78 4 $ 490,958 Net loss — — — — — — — — — — — (50,29 9) (17,36 3) (67,662) Equity-based compensation — — — — — — — — — 108,87 4 — — 6,533 115,407 Stock option exercises — 6,697,0 04 — — — — — — — 61,115 — — — 61,115 Vesting of restricted stock units, net of common stock withheld for net share settlement — 753,15 2 — — — — — — — (5,063) — — — (5,063) Issuance of common stock through Employee Stock Purchase Plan — 187,11 7 — — — — — — — 3,295 — — — 3,295 Effect of exchange of Class C common stock — 8,234,8 89 1 — — (8,234, 889) (1) — — 17,578 — — (17,57 8) — Effect of conversions of Class D common stock — 25,990, 720 3 — — — — (25,99 0,720) (3) — — — — — Foreign currency translation and other — — — — — — — — — — 1,132 — 486 1,618 Non-controlling interest adjustment for changes in proportionate ownership in OneStream Software LLC — — — — — — — — — (18,09 7) — — 18,097 — Balance as of December 31, 2025 $ — 93,318, 973 $ 9 — $ — 55,694, 730 $ 5 96,205, 587 $ 9 $ 885,78 6 $ 533 $ (381,6 33) $ 94,959 $ 599,668 The accompanying notes are an integral part of these consolidated financial statements.
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ONESTREAM, INC. 93 CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2025 2024 2023 Operating activities: Net loss $ (67,662) $ (306,659) $ (28,931) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 4,312 3,655 2,887 Noncash operating lease expense 2,949 2,908 2,433 Amortization of deferred commissions 24,246 20,440 16,977 Equity-based compensation 115,407 316,397 8,270 Other noncash operating activities, net 1,884 (980) 3,249 Changes in operating assets and liabilities: Accounts receivable, net (45,445) (13,361) (11,668) Deferred commissions (37,029) (27,095) (26,381) Prepaid expenses and other assets 423 (9,277) (9,971) Accounts payable 2,054 16,546 (11,644) Deferred revenue 82,309 61,199 66,233 Accrued and other liabilities 13,224 (2,621) 9,811 Net cash provided by operating activities 96,672 61,152 21,265 Investing activities: Purchases of property and equipment (1,042) (2,618) (2,589) Acquisition of business, net of cash acquired (3,700) (7,594) — Sales of marketable securities — — 87,339 Other investing activities (250) — — Net cash (used in) provided by investing activities (4,992) (10,212) 84,750 Financing activities: Payments of deferred offering costs (1,763) (5,437) — Proceeds from option exercises 61,105 28,955 247 Proceeds from Employee Stock Purchase Plan 3,295 — — Payments for taxes related to net share settlement of equity awards (5,060) — — Repurchases of LLC Units — (263,372) — Proceeds from initial public offering, net of underwriting discounts and commissions — 409,598 — Proceeds from Secondary Offering — 206,709 — Payments of deferred financing costs — — (546) Repayments of borrowings on revolving credit facility — — (3,500) Principal payments on finance lease obligation — — (46) Net cash provided by (used in) financing activities 57,577 376,453 (3,845) Effect of exchange rate changes on cash and cash equivalents 149 (306) 230 Net increase in cash and cash equivalents 149,406 427,087 102,400 Cash and cash equivalents - Beginning of period 544,174 117,087 14,687 Cash and cash equivalents - End of period $ 693,580 $ 544,174 $ 117,087 Supplemental disclosures of cash flow information Cash paid for interest $ — $ 1 $ 23 Cash paid for income taxes $ 1,502 $ 1,714 $ 839 Supplemental disclosures of noncash investing and financing activities Purchases of property and equipment included in liabilities $ 148 $ 220 $ 363 Lease liabilities arising from obtaining right-of-use assets $ 1,306 $ 1,349 $ 6,861 Deferred offering costs, accrued but unpaid $ — $ 1,763 $ — The accompanying notes are an integral part of these consolidated financial statements.
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ONESTREAM, INC. 94 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS OneStream, Inc. (the Company or OneStream) was incorporated as a Delaware corporation on October 15, 2021 as a holding company for the purpose of facilitating an initial public offering (IPO) and other related transactions in order to carry on the business of OneStream Software LLC. OneStream Software LLC was formed in 2012 as a limited liability company (LLC) in the state of Michigan and converted to a state of Delaware LLC on February 5, 2019. OneStream delivers a unified, artificial intelligence-enabled and extensible software platform - the Digital Finance Cloud - that unifies core financial functions and broader operational data and processes within a single platform. OneStream’s customers are located throughout the world; however, they are primarily located in North America and Europe. OneStream is headquartered in Birmingham, Michigan and has international locations in Australia, Europe and Singapore. Initial Public Offering On July 25, 2024, the Company completed the IPO in which it sold 21,729,333 shares of its Class A common stock, par value $0.0001 per share, including the full exercise of the underwriters’ option to purchase additional shares, at a public offering price of $20.00 per share. The Company received net proceeds from the IPO of $409.6 million of which $352.9 million was used to purchase 18,723,296 newly issued common units (LLC Units) of OneStream Software LLC and $56.7 million was used to purchase 3,006,037 issued and outstanding LLC Units from certain members of OneStream Software LLC in a “synthetic secondary” transaction (the IPO Synthetic Secondary), in each case at a price per share equal to the IPO price to the public, net of underwriting discounts and commissions. Reorganization Transactions In connection with the IPO, the Company and OneStream Software LLC completed a series of organizational transactions (the Reorganization Transactions), including the following: • The amended and restated operating agreement of OneStream Software LLC was amended and restated (as further amended, the Amended LLC Agreement) to, among other things: (i) appoint the Company as the sole manager of OneStream Software LLC and (ii) effectuate the reclassification of all of the then-outstanding preferred units, common units and incentive compensation units (the ICUs) of OneStream Software LLC into a single class of non-voting LLC Units. The then- outstanding preferred units and common units were reclassified into an equal number of LLC Units, and the 8,632,763 then- outstanding ICUs were reclassified into 6,591,178 LLC Units. • Certain pre-IPO members of OneStream Software LLC that were corporations merged with and into the Company (the Former Members) and contributed their LLC Units to the Company in exchange for shares of Class D common stock of the Company (the Blocker Mergers). • The certificate of incorporation of the Company was amended and restated to authorize additional shares of four series of common stock, Class A common stock, Class B common stock, Class C common stock and Class D common stock, and one class of preferred stock. The amended and restated certificate of incorporation and the Amended LLC Agreement require OneStream Software LLC and the Company to, at all times, maintain (i) a one-to-one ratio between the number of LLC Units owned by the Company and the number of shares of Class A common stock and Class D common stock outstanding and (ii) a one-to-one ratio between the number of shares of Class B common stock and Class C common stock owned by the members of OneStream Software LLC (the Continuing Members) and the number of LLC Units owned by the Continuing Members. As the sole manager of OneStream Software LLC, the Company controls all of the business operations, affairs, and management of OneStream Software LLC. Accordingly, the Company consolidates the financial results of OneStream Software LLC and reports the non- controlling interests of the Continuing Members’ LLC Units on its consolidated balance sheets. NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The consolidated financial statements include the results of the Company and its wholly owned or controlled subsidiaries. As the Reorganization Transactions are considered transactions between entities under common
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ONESTREAM, INC. 95 control, the financial statements for periods prior to the IPO and Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Prior to the Reorganization Transactions, OneStream, Inc. had no operations. All significant intercompany transactions and balances have been eliminated during consolidation. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying footnotes. Significant estimates and assumptions include those related to the measurement of equity-based compensation, allocating the transaction price for revenue recognition, the valuation allowance on deferred tax assets, the tax receivable agreement liability, and goodwill and other intangible assets. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ materially from those estimates. Segment and Geographic Information The Company operates in one operating segment. Operating segments are defined as components of an enterprise for which discrete financial information is evaluated regularly by the chief operating decision maker (CODM), who, in the Company’s case, is the Chief Executive Officer (CEO), in deciding how to allocate resources and assessing performance. The Company’s CODM allocates resources and assesses performance based upon financial information on a consolidated basis, primarily using consolidated net income (loss) as the measure of profit or loss to make key operating decisions. Consolidated expense information, as presented on the consolidated statements of operations, is regularly provided to the CODM. Revenue by geographic region, based on the customer’s billing address, was as follows (in thousands): Year Ended December 31, 2025 2024 2023 United States $ 395,965 $ 334,746 $ 262,855 Other 205,969 154,661 112,066 Total revenue $ 601,934 $ 489,407 $ 374,921 No foreign country accounted for 10% or more of revenue during the years ended December 31, 2025, 2024 and 2023. As of December 31, 2025 and 2024, 89% and 90% of the Company’s property and equipment, net was in the United States and the remaining 11% and 10% was in foreign countries, respectively. Foreign Currency The functional currency of the Company’s foreign subsidiaries is primarily their respective local currency. The Company translates all assets and liabilities of foreign subsidiaries to U.S. dollars at the current exchange rate as of the applicable Consolidated Balance Sheet date. Revenue and expenses are translated at the average exchange rate prevailing during the period. The related unrealized gains and losses from foreign currency translation are recorded in accumulated other comprehensive loss as a component of stockholders’ / members’ equity. Foreign currency transaction gains and losses are included within other income (expense), net in the consolidated statements of operations. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. The Company’s cash equivalents generally consist of amounts invested in money market funds. Cash equivalents are stated at fair value. Fair Value Measurements The Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements, requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
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ONESTREAM, INC. 96 Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following: Level 1: Quoted prices in active markets for identical or similar assets and liabilities. Level 2: Quoted prices for identical or similar assets and liabilities in markets that are not active or observable inputs other than quoted prices in active markets for identical or similar assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial instruments primarily include cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses and other current liabilities. Cash and cash equivalents are stated at fair value using Level 1 inputs. The fair value of accounts receivable, accounts payable, and accrued expenses and other current liabilities approximate the carrying value because of their short-term nature. Concentration of Risk and Significant Customers Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash deposits with high-quality financial institutions with investment-grade ratings. The majority of the Company’s cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation (FDIC) and may, at times, exceed FDIC limits. No customer accounted for more than 10% of total revenue for the years ended December 31, 2025, 2024 and 2023, and no customer accounted for more than 10% of total accounts receivable as of December 31, 2025 and 2024. The Company relies upon a limited number of third-party hosted cloud computing vendors to serve customers and operate certain aspects of its services, such as environments for production, and development usage. Given this, any disruption of or interference at the hosted infrastructure partners would impact the Company’s operations and the Company’s business could be adversely impacted. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation is computed using the straight ‑ line method over the estimated useful lives of the assets, which is generally three to seven years. The cost of leasehold improvements is depreciated over the lesser of the lease term or the estimated useful lives of such improvements. Costs of maintenance and repairs are charged to expense as incurred. Capitalized Software Costs The Company capitalizes certain qualifying internal-use software costs. Qualifying costs are capitalized, and amortization begins when the software is ready for its intended use. Capitalized software costs are amortized on a straight-line basis over the estimated useful life of the related software, which is generally three years. The Company has not capitalized any material ongoing costs of developing software products to be sold to third parties. Capitalization of development costs to be sold to third parties is required upon the establishment of technological feasibility of the product. New product versions are released on a regular basis, and the time between establishing technological feasibility and product release is very short. As a result, amounts that would qualify for capitalization have not been significant. Deferred Offering Costs Deferred offering costs consist primarily of accounting, legal and other fees related to the Company’s IPO. During the year ended December 31, 2023, the Company abandoned its prior IPO preparations due to external market conditions and impaired $3.0 million of previously capitalized deferred offering costs. These costs were included in other income (expense) within the consolidated statement of operations for the year ended December 31, 2023. During the year ended December 31, 2024, the Company capitalized $7.2 million of offering costs related to the 2024 IPO, and after completion of the IPO, these costs were reclassified into stockholders’ / members’ equity as a reduction against the proceeds received from the IPO.
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ONESTREAM, INC. Revenue Recognition Revenue related to contracts with customers is recognized in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized upon the transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Contracts with customers are generally non-cancellable and consideration paid by the customer for software licenses and services received from the Company is non-refundable. As such, the Company does not estimate an allowance for refunds of services. Payment terms and conditions vary by contract type, although the Company’s terms generally include a requirement of payment within 30 to 60 days from the invoice date. In instances where the timing of revenue recognition differs from the timing of payment, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, not to receive financing from its customers or to provide customers with financing. The Company determines revenue recognition based on the following steps: 1. Identification of the contract, or contracts, with the customer 2. Identification of the performance obligations in the contract 3. Determination of the transaction price 4. Allocation of the transaction price to the performance obligations in the contract 5. Recognition of the revenue when, or as, a performance obligation is satisfied Subscription Revenue Subscription revenue consists of revenue from software-as-a-service (SaaS), cloud computing and post-contract customer support (PCS). SaaS arrangements with customers provide the customer with continuous access to the Company’s hosted software platform over the contractual period. SaaS revenue is recognized ratably over the contract term beginning on the date access to the platform is provided, consistent with the transfer of control of the SaaS subscription to the customer. Cloud computing service fees are paid by those customers who choose to install and access their licensed software on a month-to- month subscription to a cloud hosting service offered by the Company, rather than manage it themselves. The Company’s performance obligation is to provide cloud computing services on a consumption basis during the contract term and the consideration received is based on customer consumption. The Company invoices and recognizes revenue for cloud computing services on a monthly basis as the service is utilized. PCS includes unspecified technical enhancements, customer support, and maintenance for licensed software. Revenue from PCS is recognized ratably over the contractual term of the arrangement, consistent with the pattern of benefit to the customer, beginning on the date the service is made available to the customer. License Revenue License revenue consists of license revenue from both the Company’s term-based and perpetual software licenses (collectively referred to herein as licensed software). The Company satisfies its performance obligation and recognizes revenue for licensed software at the point in time when the customer is able to use and benefit from the software, which is generally when it is first made available to the customer or upon commencement of the license term, if later. The typical length of a customer contract for term-based licensed software is three years and customers are generally invoiced in equal annual installments at the beginning of each year within the contractual period. Professional Services and Other Revenue Professional services and other revenue consist of fees associated with implementation and consulting services and training. Services do not result in significant customization of the software and are considered distinct. A substantial majority of the professional
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ONESTREAM, INC. 98 service contracts are provided on a time and materials basis and the related revenue is recognized as the service hours are performed. For time and materials projects, the Company invoices for services as the work is incurred. Contracts with Multiple Performance Obligations The Company has contracts with customers that contain multiple performance obligations that are distinct and are accounted for separately. For contracts with multiple performance obligations, such as licensed software sold with PCS, the transaction price is allocated to the separate performance obligations based on the relative stand ‑ alone selling price (SSP) of each distinct performance obligation. The Company estimates SSP at contract inception considering all information that is reasonably available and is based on the amount of consideration for which the Company expects to be entitled in exchange for transferring the promised good or service to the customer. Judgment is required to determine the SSP for each distinct performance obligation. In instances where the SSP is not directly observable because the Company does not typically sell the product or service separately, the Company estimates the SSP considering market conditions, historical pricing relationships, peer data, industry data for similar products, and other observable inputs. For licensed software, the Company determines the pricing relationship between the licensed software and PCS by maximizing the use of observable inputs, which attributes the majority of the contract value to the licensed software and a minority to PCS. Contract Modifications In limited situations, the Company enters into agreements to modify previously executed contracts, which constitute contract modifications. The Company assesses each of these contract modifications to determine (i) if the additional products and services are distinct from the products and services in the original arrangement; and (ii) if the amount of consideration expected for the added products and services reflects the stand-alone selling price of those products and services, as adjusted for contract-specific circumstances. A contract modification meeting both criteria is accounted for as a separate contract. A contract modification not meeting both criteria is considered a change to the original contract, which the Company accounts for on either: (i) a prospective basis as a termination of the existing contract and the creation of a new contract; or (ii) a cumulative catch-up basis. Contract Balances Accounts receivable are recorded at the invoice amount, net of allowance for credit losses. A receivable is recorded in the period the Company delivers products or provides services, or when it has an unconditional right to payment. In multi-year agreements, the Company generally invoices customers in equal annual installments at the beginning of each year within the contractual period. The Company records a receivable for multi-year licensed software, whether or not billed, based on its unconditional right to receive payment in the future related to those licenses. The Company estimates the amount of uncollectible accounts receivable at the end of each reporting period and provides a reserve when needed based on an assessment of various factors including the aging of the receivable balance, historical experience, and expectations of forward-looking loss estimates. When developing the expectations of forward-looking loss estimates, the Company takes into consideration forecasts of future economic conditions, information about past events, such as historical trends of write-offs, and customer-specific circumstances, such as bankruptcies and disputes. Accounts receivable are written off when deemed uncollectible. Customer payment terms are typically net 30 to 60 days. As of December 31, 2025 and 2024, the balance in the allowance for credit losses was $2.5 million and $1.9 million, respectively. The Company recorded bad debt expense of $1.9 million, $1.1 million and $1.6 million for the years ended December 31, 2025, 2024 and 2023 respectively, which is presented in the consolidated statements of operations as general and administrative expenses. Deferred revenue consists of customer billings in advance of revenue being recognized. The Company primarily invoices its customers for SaaS arrangements, PCS, and term-based software licenses in equal annual installments at the beginning of each year within the contractual period, though certain contracts require invoicing for the entire arrangement in advance. Amounts anticipated to be recognized within one year of the balance sheet date are recorded on the consolidated balance sheets as deferred revenue, current; the remaining portion is recorded as deferred revenue, noncurrent. The balance of deferred revenue will fluctuate based on timing of invoices and recognition of revenue. The amount of revenue recognized during the years ended December 31, 2025 and 2024 that was included in deferred revenue at the beginning of each period was $237.6 million and $178.4 million, respectively.
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ONESTREAM, INC. Transaction Price Allocated to Remaining Performance Obligations The transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods. The transaction price related to the remaining performance obligations is influenced by several factors, including seasonality, the timing of renewals, the timing of delivery of software licenses, average contract terms, and foreign currency exchange rates. Unbilled portions of the remaining performance obligations denominated in foreign currencies are revalued each period based on the period end exchange rates. Unbilled portions of the remaining performance obligations are subject to future economic risks including bankruptcies, regulatory changes, and other market factors. The aggregate amount of the transaction price related to remaining performance obligations as of December 31, 2025 was $1,377.2 million. The Company expects to recognize approximately 40% of this amount as revenue in the next 12 months with the remaining balance recognized thereafter. Deferred Commissions The Company pays commissions for new sales of SaaS, cloud computing, and licensed software arrangements. Incremental sales commissions that are related to the acquisition of customer contracts are capitalized as deferred commissions on the consolidated balance sheets. The Company determines whether costs should be deferred based on whether the commissions are, in fact, incremental and would not have occurred absent the customer contract. The Company generally does not pay commissions for renewal contracts and therefore a portion of the commissions paid for new contracts relates to future renewals. The Company determines the period of benefit for commissions related to subscription sales by taking into consideration the historical initial and renewal contractual terms, estimated renewal rates, and the technological life of the platform and related significant features. Commissions incurred upon the acquisition of SaaS contracts are amortized over an estimated period of benefit of five years. Commissions incurred upon the acquisition of month-to-month cloud computing contracts are amortized over an estimated period of benefit of 12 months. Commissions incurred upon the initial acquisition of licensed software contracts are allocated in proportion to the allocation of the transaction price of the license and PCS performance obligations. Commissions allocated to the license are expensed at the time the license revenue is recognized, while commissions allocated to PCS are amortized over an estimated period of benefit of five years. Capitalized commission costs are recorded as deferred commissions on the consolidated balance sheets and amortized to sales and marketing in the consolidated statements of operations. The Company periodically reviews deferred commissions to determine whether events or changes in circumstances have occurred that could impact the period of benefit. There were no material impairment losses recorded during the years ended December 31, 2025 and 2024. Cost of Revenues Cost of Subscription Revenue Cost of subscription revenue consists of costs related to cloud computing and supporting the Company’s customers. These expenses are primarily comprised of third-party direct server and cloud storage costs and employee costs related to providing software maintenance and customer support. Cost of Professional Services and Other Revenue Cost of professional services and other revenue primarily consist of expenses directly related to the implementation of the Company’s licensed software and costs to train the Company’s customers and partners. These expenses are primarily comprised of employee compensation costs related to implementation and training services. Business Combinations The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations in accordance with ASC 805, Business Combinations. Assets acquired and liabilities assumed, if any, are measured at their estimated fair values on the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period
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ONESTREAM, INC. 100 or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. The determination of the fair value of identifiable assets requires management to make certain assumptions and estimates of, among other things, projected revenues and costs, future expected cash flows, and discount rates. Although the Company believes the assumptions and estimates it has made in the past have been reasonable and appropriate, these estimates are based on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Goodwill and Other Intangible Assets Goodwill represents the excess of purchase price over the fair value of net assets acquired in a business combination. The Company tests goodwill for impairment each year during the fourth quarter, or more frequently if an event occurs or circumstances change that could more-likely-than-not reduce the fair value of the Company’s sole reporting unit below its carrying value. To test for impairment, the Company first performs a qualitative assessment that evaluates various events and circumstances, such as macroeconomic conditions, industry and market conditions, cost factors, and relevant events and financial trends, that may impact a reporting unit’s fair value. Using this qualitative assessment, the Company determines whether it is more-likely-than-not the reporting unit’s fair value exceeds its carrying value. If it is determined that it is not more-likely-than-not the reporting unit’s fair value exceeds the carrying value, or upon consideration of other factors, including recent acquisition, restructuring or disposal activity, or to refresh the fair values, the Company performs a quantitative goodwill impairment analysis. No goodwill impairment has been recognized in any period presented. Other intangible assets consists of acquired developed technology, which the Company amortizes on a straight-line basis over the estimated useful life and reviews for impairment when warranted by changes in circumstance. No impairment of other intangible assets has been recognized in any period presented. Non-controlling Interests Following the Reorganization Transactions, the Company consolidates the financial results of OneStream Software LLC. Therefore, the Company reports a non-controlling interest based on the LLC Units owned by the Continuing Members on the consolidated balance sheets. Net loss attributed to the non-controlling interests is based on the weighted average LLC Units outstanding during the period, excluding LLC Units that are subject to vesting conditions, and is presented on the consolidated statements of operations and comprehensive loss. Refer to Note 10, Non-controlling Interests, for further details. Equity-based Compensation The Company has issued equity-based awards to employees in the form of restricted stock units (RSUs) and stock options, as discussed in Note 11, and, prior to the Reorganization Transactions, OneStream Software LLC issued ICUs and common unit options. The Company accounts for equity-based awards based on their grant date fair values. Determining the grant date fair values of equity-based awards may require management to make assumptions and judgments. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions. As a result, if other assumptions are used, equity-based compensation costs could be materially impacted. Equity-based compensation expense is recognized on a straight-line basis for awards with service-only vesting conditions, whereas awards with performance conditions are recognized using the accelerated attribution method. Forfeitures are accounted for as they occur. The Company offers an Employee Stock Purchase Plan (ESPP) which is accounted for in accordance with ASC 718, Compensation —Stock Compensation, and generally recognizes equity-based compensation expense on a straight-line basis over the term of each offering period. The Company uses a Black-Scholes option pricing model to determine the fair value of the ESPP awards as of the beginning of the offering period. Certain features of the ESPP may require the Company to apply modification accounting as outlined in ASC 718. Refer to Note 11, Equity-based Compensation, for further details on the Company’s equity-based compensation awards. Net Loss per Share Basic net loss per share is computed by dividing net loss attributable to OneStream, Inc. by the weighted-average number of shares of Class A common stock and Class D common stock outstanding during the period, excluding dilutive shares. Diluted net loss per share is computed by giving effect to the weighted-average potentially dilutive shares for the applicable period, including additional shares of Class D common stock issuable upon redemption of LLC Units held by Continuing Members, and Class A common stock issuable pursuant to outstanding stock options, RSUs and purchase rights committed under the ESPP, as applicable. The potentially dilutive shares of common stock are computed using the treasury stock method.
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ONESTREAM, INC. All losses and earnings for the period prior to the IPO were entirely allocable to OneStream Software LLC. Due to the impact of the Reorganization Transactions, the Company’s capital structure for the pre- and post-IPO periods is not comparable. As a result, the presentation of net loss per share for the periods prior to the IPO and Reorganization Transactions is not meaningful and only net loss per share for periods subsequent to the IPO and Reorganization Transactions are presented herein. Research and Development Research and development costs are expensed as incurred. Research and development costs consist primarily of employee compensation related costs associated with new product development and enhancements to existing software products. Advertising Costs Advertising costs are expensed as incurred and recorded in the consolidated statements of operations as sales and marketing expense. The Company recorded advertising costs of $3.3 million, $2.4 million and $1.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. Leases Pursuant to ASC 842, Leases, the Company determines if an arrangement is or contains a lease at contract inception. Leases arise from contracts that convey the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Leases are classified at commencement as either operating or finance leases. As of December 31, 2025 and 2024, all of the Company’s leases were classified as operating leases. Rent expense for operating leases is recognized on a straight-line basis over the lease term beginning on the lease commencement date. Right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses its secured incremental borrowing rate (IBR) based on the information available at the lease commencement date, including the lease term. In determining the appropriate IBR, the Company considers information including, but not limited to, the lease term and the currency in which the arrangement is denominated. The Company’s lease agreements may contain options to extend or terminate the lease. Such options are included in the lease term when they are considered reasonably certain to be exercised. ROU assets are subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets. The Company’s lease agreements do not contain any material variable lease payments, any material residual value guarantees, or any material restrictions or covenants. Any leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred income taxes are recognized by applying the enacted tax rates expected to be in effect in future years to the differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as net operating losses and tax credit carryforwards. The measurement of deferred tax assets is reduced by a valuation allowance when it is more likely than not that some portion of the deferred tax assets will not be realized. For the tax benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities based on the technical merits of the position. For such positions, the largest benefit that has a greater than 50% likelihood of being realized upon settlement is recognized in the Company’s consolidated financial statements. The Company has elected to record future penalties and interest related to income taxes within its income tax provision. The Company has not incurred any significant interest or penalties related to income taxes in any of the periods presented. Recently Adopted Accounting Pronouncements In December 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures. The Company adopted this
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ONESTREAM, INC. 102 standard on December 31, 2025. The adoption of this standard resulted in incremental income tax-related disclosures. For further information, see Note 8, Income Taxes. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires the disclosures of additional information about specific expense categories in the notes to the financial statements. This ASU is effective for public business entities in fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The standard allows for adoption on a prospective or retrospective basis. The adoption of this ASU is expected to result in incremental disclosures in the Company’s consolidated financial statements. In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350- 40). This pronouncement is effective for public business entities in fiscal years beginning after December 15, 2027, and interim periods within fiscal years beginning after December 15, 2027. The standard allows for adoption on a prospective or retrospective basis. The Company is currently considering timing of adoption and in the process of evaluating the impact of adopting this guidance on the Company’s consolidated financial statements and related disclosures. NOTE 3 – BUSINESS COMBINATIONS Asset Purchase Agreement During the second quarter of 2025, the Company completed an acquisition of three partner-developed solutions for total purchase consideration of $3.7 million to enhance features and capabilities of the Company’s platform and drive further adoption of the Company’s product portfolio. The Company accounted for the acquisition using the acquisition method of accounting in accordance with ASC 805. The acquisition was not material to the Company’s consolidated financial statements. DataSense Acquisition On May 1, 2024 (the acquisition date), the Company entered into a membership interest purchase agreement with a related party, DataSense LLC (DataSense), and its sole equity holder, DataSense Holdings LLC (DataSense Holdings), a holding company established by the founders of DataSense, pursuant to which the Company acquired the remaining issued and outstanding membership interests of DataSense not previously owned by the Company. The acquisition allows the Company to continue its focus on building artificial intelligence (AI) and machine learning capabilities and continue the Company’s development of AI-enabled solutions. These capabilities increase the value proposition of the Digital Finance Cloud to the Company’s existing customers and further differentiates the Company from its competitors. The aggregate consideration under the purchase agreement consisted of $7.7 million in cash, including $0.5 million deposited into a post-closing escrow account, and 1,023,720 common units of OneStream Software LLC (common units), of which 1,009,302 are subject to performance-based vesting conditions measured on an annual basis over four years and service-based conditions tied to the continued employment of the founders of DataSense with the Company. In connection with the Reorganization Transactions, the common units awarded to the founders of DataSense were reclassified into an equal number of LLC Units and DataSense Holdings received an equal number of shares of Class C common stock. All Class C common stock and LLC Units issued as a result of the reclassification of unvested common units remain subject to the same vesting conditions that existed prior to the Reorganization Transactions; refer to Note 11 for further details. As part of the total consideration transferred, the Company also paid seller transaction costs of $0.3 million. As of the acquisition date, DataSense became a wholly owned subsidiary of the Company and its operations have been included in the Company’s consolidated financial statements. The Company accounted for the acquisition of the remaining equity interests of DataSense using the acquisition method of accounting in accordance with ASC 805. As part of the acquisition, the Company derecognized its previously held equity interest in DataSense, which had been accounted for as an equity method investment and was recorded in other noncurrent assets in the amount of $0.8 million as of the acquisition date. In assessing the fair value of its previously held equity interest as of the acquisition date, the Company, with the assistance of a third-party valuation provider, determined the fair value was $3.2 million as of the acquisition date, resulting in a gain of $2.4 million that was recorded in other income, net in the consolidated statement of operations during the second quarter of 2024.
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ONESTREAM, INC. 103 The following table summarizes the total consideration transferred (in thousands): May 1, 2024 Cash $ 7,159 Amounts deposited into escrow 500 Fair value of equity consideration 243 Seller transaction costs paid by the Company 298 Settlement of payables existing prior to the acquisition (920) Fair value of previously held ownership interest 3,229 Total consideration $ 10,509 The purchase price was allocated on a preliminary basis as of the acquisition date and finalized during the first quarter of 2025 with no material adjustments to the preliminary purchase price allocation. Assets acquired and liabilities assumed were recorded at estimated fair values based on management’s estimates, available information and supportable assumptions that management considered reasonable. The following table summarizes the final allocation of the total purchase price based upon the fair value of assets acquired and liabilities assumed as of the acquisition date, inclusive of measurement period adjustments (in thousands): May 1, 2024 Cash $ 363 Intangible assets – developed technology 3,300 Prepaid expenses and other current assets 20 Goodwill 9,280 Other accrued expenses and current liabilities (2,454) Total consideration $ 10,509 The excess of the purchase price over the estimated fair value of net assets was recognized as goodwill. Goodwill consists of the Company’s expected future economic benefits that will arise from expected future operational synergies from combining DataSense with its existing business. The total amount of tax deductible goodwill is $3.6 million, which is amortized over 180 months. Goodwill and identifiable intangible assets were valued using the income approach. Management used a third-party valuation firm to assist in the determination of the preliminary purchase accounting fair values; however, management ultimately oversees the third-party valuation firm to ensure that the transaction-specific assumptions are appropriate for the Company. The operating results of DataSense from the date of acquisition, which are not material, have been included in the Company’s consolidated statements of operations. Acquisition-related costs incurred were not material and were expensed as incurred.
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ONESTREAM, INC. 104 NOTE 4 – GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The carrying amount of goodwill was $12.5 million and $9.3 million as of December 31, 2025 and 2024, respectively. The addition to goodwill during the year ended December 31, 2025, which reflects the incremental increase in the balance, was related to the acquisition of three partner-developed solutions, as described in Note 3. During 2024 the increase in goodwill was due to the acquisition of DataSense. Other Intangible Assets The Company’s acquired intangible assets had a gross carrying value of $4.5 million and $3.3 million and accumulated amortization of $2.0 million and $0.7 million as of December 31, 2025 and 2024, respectively. The Company recorded amortization of other intangible assets of $1.3 million and $0.7 million for the year ended December 31, 2025 and 2024, respectively. There was no amortization expense related to other intangible assets recorded in the year ended December 31, 2023. The weighted-average remaining useful life of the Company’s acquired intangible assets is 2.6 years as of December 31, 2025. As of December 31, 2025, the estimated aggregate amortization expense for intangible assets for each of the five succeeding fiscal years was as follows (in thousands): Fiscal Year: 2026 $ 1,342 2027 609 2028 242 2029 242 2030 80 Total expected amortization expense $ 2,515 NOTE 5 – PROPERTY AND EQUIPMENT The Company’s property and equipment, net consisted of the following (in thousands): As of December 31, 2025 2024 Leasehold improvements $ 8,846 $ 9,038 Capitalized software costs 5,801 5,264 Furniture and equipment 4,031 3,767 Construction in progress 181 244 Gross property and equipment 18,859 18,313 Less: Accumulated depreciation and amortization (10,908) (8,229) Property and equipment, net $ 7,951 $ 10,084 Depreciation and amortization expense was $3.1 million for the year ended December 31, 2025, and $2.9 million for both the years ended December 31, 2024 and 2023. The Company capitalized $0.5 million and $0.9 million of costs as internal-use software during the years ended December 31, 2025 and 2024, respectively. Amortization of internal-use software was $1.0 million for each of the years ended December 31, 2025, 2024 and 2023. NOTE 6 – COMMITMENTS AND CONTINGENCIES Commitments The Company leases office space under non-cancelable operating leases with various expiration dates from 2025 to 2034.
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ONESTREAM, INC. 105 The following lease costs were included in the consolidated statements of operations and comprehensive loss (in thousands): Year Ended December 31, 2025 2024 2023 Operating lease cost $ 4,219 $ 3,855 $ 3,560 Short-term lease cost 283 474 731 Variable lease cost 1,142 1,442 976 Total lease cost $ 5,644 $ 5,771 $ 5,267 Supplemental information relating to operating leases is presented below: Year Ended December 31, 2025 2024 2023 Cash paid for operating lease liabilities (in thousands) $ 4,282 $ 3,747 $ 3,001 Weighted-average remaining lease term (in years) 5.74 6.72 7.53 Weighted-average discount rate 5.1% 4.6% 4.3% The Company’s future minimum commitments under leases, service agreements, and other contractual commitments as of December 31, 2025 is as follows (in thousands): OperatingLeaseObligations FuturePurchaseObligations Years ending December 31, 2026 $ 4,100 $ 10,592 2027 2,707 2,358 2028 2,463 638 2029 2,273 — 2030 1,971 — 2031 and thereafter 3,614 — Total payments 17,128 $ 13,588 Less: imputed interest (2,247) Less: leases less than 12 months (83) Total lease liabilities $ 14,798 In June 2022, the Company entered into a five-year consumption agreement with a vendor whereby the Company committed to purchase $300.0 million of data center, cloud, and IT services with no minimum annual spending requirement (excluded from the table above). In November 2024, the agreement was amended to increase the existing purchase commitment from $300.0 million to $360.0 million. As of December 31, 2025, the total remaining commitment under this agreement was $113.7 million. Guarantees and Indemnifications The Company’s cloud computing and licensed software sales agreements normally include indemnification provisions for customer liabilities resulting from third party claims that its products infringe third party intellectual property rights. To date, the Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in its consolidated financial statements. Certain of the Company’s sales agreements also include indemnification provisions for customer liabilities incurred as a result of a breach of confidentiality. It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited and infrequent history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. The Company includes service level commitments to its customers, typically regarding certain levels of uptime reliability and performance, and if the Company fails to meet those levels, customers can receive credits and, in limited cases, terminate their relationship with the Company. To date, the Company has not incurred any material costs as a result of such commitments.
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ONESTREAM, INC. The Company is occasionally required, for various reasons, to enter into financial guarantees with third parties in the ordinary course of business including, among others, guarantees related to letters of credit on behalf of parties with whom it conducts business. Such agreements have not had a material effect on the Company’s consolidated financial statements. The Company has also agreed to indemnify its board of directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a board member or officer, including any action by the Company, arising out of that person’s services as the Company’s board member or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company has maintained board member and officer insurance coverage that would generally enable the Company to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. To date, the Company has not incurred any material costs as a result of such indemnifications. It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited and infrequent history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. NOTE 7 – DEBT Revolving Credit Facility The Company has a revolving credit facility with a syndicate of banks that allows the Company to borrow up to $150.0 million for working capital and for other general corporate purposes through October 27, 2028. The Company did not have any amounts drawn under the Credit Facility as of December 31, 2025 and 2024. Under the terms of the Credit Facility, the Company has the option to borrow funds as either a secured overnight financing rate (SOFR) loan or alternate base rate (ABR) loan. Any advances drawn on the Credit Facility incur interest at an annual rate equal to the SOFR plus 250 basis points for SOFR loans and ABR plus 150 basis points for ABR loans. The SOFR is defined as, for any day, a rate per annum equal to SOFR for the day (such day, the SOFR Determination Date) that is five (5) U.S. Government Securities Business Day prior to (i) if such SOFR rate day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR rate day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR rate day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. The ABR is defined as, for any day, a rate per annum equal to the greatest of (a) the prime rate in effect on such day, (b) the Federal Reserve Bank of New York (NYFRB) rate in effect on such day plus ½ of 1% and (c) Term SOFR for a one month interest period on such day (or if such day is not a Business Day, the immediately preceding business day) plus 1%. Any undrawn portion of the Credit Facility is subject to a fee of 0.25% per annum. SOFR interest payments for interest periods of 3 months or less are due at the end of the interest period. SOFR interest payments for interest periods greater than 3 months are due on 3-month intervals following the borrowing. ABR interest and fees are payable quarterly in arrears with the principal and any accrued and unpaid interest due on October 27, 2028. Interest expense on the Credit Facility is recorded in the consolidated statements of operations as interest expense, net and fees are recorded as general and administrative expenses. Interest expense and fees on the Credit Facility were not material during the years ended December 31, 2025, 2024 and 2023. Under the terms of the Credit Facility, the Company must maintain compliance with certain negative and affirmative covenants, including financial covenants and covenants relating to the incurrence of other indebtedness, the occurrence of a material adverse change, the disposition of assets, mergers, acquisitions and investments, the granting of liens, and the payment of dividends. The Company must also not permit the ratio of indebtedness to total recurring revenue for the most recent trailing four quarters to exceed 0.50 to 1.00, and is required to maintain $50.0 million in liquidity. The Credit Facility is secured by substantially all the assets of the Company. The Company was compliant with the financial covenants contained in the agreement as of December 31, 2025. NOTE 8 – INCOME TAXES The Company is a Delaware corporation subject to federal, state, local, and foreign taxes, including with respect to its allocable share of any net taxable income from OneStream Software LLC. OneStream Software LLC is a limited liability company treated as a partnership for income tax purposes and its taxable income or loss is passed through to its members, including the Company. OneStream Software LLC’s foreign subsidiaries are taxed in the foreign jurisdictions in which they operate, and accruals for such taxes are included in the Company’s consolidated financial statements. For the periods presented prior to the Reorganization Transactions and IPO, the reported income taxes represent those of OneStream Software LLC.
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ONESTREAM, INC. 107 The components of the Company’s income (loss) before income taxes were as follows (in thousands): Year Ended December 31, 2025 2024 2023 Domestic $ (65,080) $ (286,591) $ (32,744) Foreign (863) (18,191) 5,229 Loss before income taxes $ (65,943) $ (304,782) $ (27,515) The provision for income taxes consisted of the following (in thousands): Year Ended December 31, 2025 2024 2023 Current: U.S. Federal $ — $ — $ — State 185 126 70 Foreign 1,534 1,751 1,346 Total current $ 1,719 $ 1,877 $ 1,416 Deferred: U.S. Federal — — — State — — — Foreign — — — Total deferred $ — $ — $ — Provision for income taxes $ 1,719 $ 1,877 $ 1,416 Effective January 1, 2025, the Company adopted ASU 2023-09, “Improvements to Income Tax Disclosures”, on a prospective basis. Refer to the Recently Adopted Accounting Pronouncements section of Note 2, Significant Accounting Policies, for additional details on the adoption of this ASU. A reconciliation of the income tax provision at the U.S. federal statutory rate to the Company’s provision for income taxes for the year ended December 31, 2025 was as follows (in thousands, except percentages): Year Ended December 31, 2025 Amount Percent U.S. Federal benefit at statutory rate $ (13,848) 21.0% State and local taxes, net of federal tax benefit 185 (0.3)% Foreign tax effects United Kingdom Change in valuation allowance 989 (1.5)% Other 422 (0.6)% Other foreign jurisdictions 304 (0.5)% Changes in valuation allowance 677 (1.0)% Nontaxable or nondeductible items Loss allocable to non-controlling interest 3,588 (5.4)% Executive compensation 2,386 (3.6)% Other (307) 0.5% Other adjustments Return-to-provision adjustments 7,323 (11.1)% Provision for income taxes $ 1,719 (2.6)% (1) The state and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category is Texas franchise tax. (2) The return-to-provision adjustments line is fully offset in the U.S. changes in valuation allowance line above and results in no net tax expense. (1) (2)
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ONESTREAM, INC. As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the effective income tax rate differs from the statutory federal income tax rate as follows (in thousands): Year Ended December 31, 2024 2023 U.S. federal benefit at federal statutory rate (64,004) (5,778) Increase (decrease) in rate resulting from: Valuation allowance 52,410 — Loss allocable to non-controlling interest 17,763 — Permanent items 1,015 405 Withholding taxes 103 — Flow-through income — 6,876 Foreign expense (benefit) differential (752) (206) State taxes, net of federal tax benefit (5,264) 119 Other 606 — Provision for income taxes $ 1,877 $ 1,416 The U.S. federal income tax rate for the years ended December 31, 2025, 2024 and 2023 was 21%. Deferred Income Taxes The components of the Company’s deferred tax assets and liabilities were as follows (in thousands): As of December 31, 2025 2024 Deferred tax assets Net operating loss carryforwards $ 72,675 $ 46,491 Investment in partnership 205,749 172,693 Equity-based compensation 6,250 5,261 Capital loss carryforward 2,508 2,508 Operating lease liabilities 697 1,518 Other 29 275 Gross deferred tax assets 287,908 228,746 Valuation allowance (287,239) (227,225) Deferred tax assets, net of valuation allowance 669 1,521 Deferred tax liabilities Operating lease right-of-use assets (669) (1,518) Other — (3) Total deferred tax liabilities $ (669) $ (1,521) Net deferred tax assets (liabilities) $ — $ — Activity related to the Company’s valuation allowance consisted of the following (in thousands): As of December 31, 2025 2024 2023 Valuation allowance, beginning of period $ 227,225 $ — $ — Charged to expenses 2,406 52,410 — Charged to other accounts 57,608 174,815 — Valuation allowance, end of period $ 287,239 $ 227,225 $ — (3) Charged to other accounts includes current year increases to valuation allowance charged to equity. The Company recognizes deferred tax assets to the extent it believes that these assets are more likely than not to be realized. The realization of tax benefits of net deferred tax assets is dependent upon future levels of taxable income, of an appropriate character, in the periods the items are expected to be deductible or taxable. The Company has recorded deferred tax assets for net operating losses of $67.2 million and $5.5 million for federal and state jurisdictions, respectively, as discussed further below. The Company has a deferred (3)
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ONESTREAM, INC. 109 tax asset related to a prior year capital loss carryforward of $2.5 million which expires in 2028. The Company also has a deferred tax asset of $205.7 million related to its outside basis difference in its investment in OneStream Software LLC. The Company has considered the consolidated historical pre-tax losses as well as the four sources of income in determining the need for a valuation allowance when the realization of its deferred tax assets is not more likely than not. The four sources of taxable income considered are (1) taxable income in prior carryback years where carryback is allowable, (2) future reversals of existing temporary differences, (3) consideration of reasonable and prudent tax planning strategies, and (4) forecasts of future taxable income, exclusive of reversing temporary differences and carryforwards. Based on the available evidence as of December 31, 2025, the Company believes that it is not more likely than not that substantially all of the U.S. and foreign deferred tax assets will be realized. Accordingly, the Company has recorded a valuation allowance against substantially all of the U.S. and foreign deferred tax assets. The Company intends to maintain the valuation allowance on the U.S. and foreign net deferred tax assets until sufficient positive evidence exists to support a reversal of, or decrease in, the valuation allowance. As of December 31, 2025, the Company had U.S. federal income tax net operating loss carryforwards of $320.0 million available to offset future taxable income, all of which will be carried forward indefinitely, but utilization is limited to 80% of taxable income in any given year. The Company also has state net operating loss carryforwards of $103.9 million which begin to expire in 2029. IRC Section 382 imposes limitations on a corporation’s ability to utilize its net operating loss carryforwards if the corporation experiences an ownership change, as defined in Section 382. Based upon an analysis performed, the current IRC Section 382 limitation does not have a significant impact on the Company’s future utilization of the U.S. federal net operating loss carryforwards. In the event of future changes in ownership, the utilization of net operating loss carryforwards could be limited. The Company had no significant uncertain tax positions as of December 31, 2025 and 2024. The Company did not incur any interest or penalties related to income taxes during the years ended December 31, 2025, 2024 and 2023. The Company is not currently under audit in the area of income tax in any jurisdiction. As of December 31, 2025, tax years 2022 and forward are subject to examination in federal and state jurisdictions, with certain exceptions for state and foreign jurisdictions with longer statute of limitation periods. The Organization for Economic Co-operation and Development (OECD) announced the Inclusive Framework on Base Erosion Profit Sharing (Framework) which agreed to a two pillar solution to address tax challenges arising from digitalization of the global economy. Under Pillar Two, the Framework provides for a global minimum tax rate of 15%, calculated on a jurisdiction-by-jurisdiction basis. The Framework must now be implemented by the OECD members who have agreed to the plan, effective in 2024. Numerous countries have enacted legislation to adopt the Framework with a subset of the rules effective January 1, 2024, and the remaining rules effective January 1, 2025, or in later periods. The Company does not anticipate the Framework will have a material impact on its financial statements, largely driven by not meeting the revenue threshold of 750 million Euro for Pillar Two to apply. The Company will continue to evaluate and monitor this position as further guidance is made available, including refining its analysis as appropriate. The Company considered the earnings in its foreign subsidiaries to be indefinitely reinvested as of December 31, 2025 and 2024. As such, the Company has made no provision for foreign or domestic income taxes on the cumulative unremitted earnings of its foreign subsidiaries. If the Company repatriated its accumulated foreign earnings, the amounts of taxes which the Company could be subject to are not material to the consolidated financial statements. On July 4, 2025, the One Big Beautiful Bill Act (the Act) was enacted into law, introducing a broad range of changes to the U.S. tax code. The application of these provisions did not have a material impact on the effective tax rate for the year. The legislation has multiple effective dates, with certain provisions effective in 2025 and other provisions effective in 2026 and subsequent years. The Act did not have a significant impact on the Company’s 2025 financial statements and is not expected to have a significant impact on the Company’s 2026 financial statements based on guidance issued to date.
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ONESTREAM, INC. The following is a supplemental schedule of cash paid for income taxes, net of refunds (in thousands): Year Ended December 31, 2025 Cash paid for income taxes U.S. Federal — State 153 Foreign 1,349 Cash paid for income taxes $ 1,502 Tax Receivable Agreement In connection with the Reorganization Transactions, the Company entered into a Tax Receivable Agreement (TRA) with OneStream Software LLC, KKR and other Continuing Members, and certain Former Members. Under the TRA, the Company will retain 15% of certain available tax savings and will be required to pay KKR and the other Continuing Members, and certain Former Members, the remaining 85% of such tax savings, if any, that are realized or deemed realized as a result of utilizing certain tax attributes, i.e. deferred tax assets, arising from the Reorganization Transactions and subsequent LLC Unit exchanges and redemptions. The amounts of any tax benefit to the Company that arises from future exchanges or redemptions of LLC Units will vary depending on a number of factors, including, but not limited to, the timing of any future redemptions or exchanges and the price of shares of its Class A common stock at the time of such future redemption or exchange. The Company will only recognize a deferred tax asset for financial reporting purposes when it is “more-likely-than-not” that the tax benefit will be realized. Based on the Company’s assessment, it is not more likely than not that the Company will realize the tax benefit of any deferred tax asset resulting from the Reorganization Transactions and subsequent LLC Unit exchanges and redemptions, and therefore, the Company has established a full valuation against its U.S. deferred tax asset. As such, the Company has concluded that a TRA liability is not probable, and therefore no TRA liability has been recorded in the consolidated financial statements as of December 31, 2025. Had the TRA liability been deemed to be probable, the maximum estimated TRA liability that could result from past exchanges would have been $193.2 million as of December 31, 2025. NOTE 9 – STOCKHOLDERS’ / MEMBERS’ EQUITY Amendment and Restatement of Certificate of Incorporation The Company is authorized to issue 2,500,000,000 shares of Class A common stock with a par value of $0.0001 per share, 300,000,000 shares of Class B common stock with a par value of $0.0001 per share, 300,000,000 shares of Class C common stock with a par value of $0.0001 per share, 600,000,000 shares of Class D common stock with a par value of $0.0001 per share, and 100,000,000 shares of preferred stock with a par value of $0.0001 per share. The rights of the holders of Class A common stock, Class B common stock, Class C common stock and Class D common stock are identical, except with respect to voting rights, conversion rights and economic rights. Each share of Class A common stock is entitled to one vote per share and has economic rights. Each share of Class B common stock is entitled to one vote per share, is cancellable upon the redemption or exchange of one LLC Unit for cash or one share of Class A common stock and has no economic rights. Each share of Class C common stock is entitled to ten votes per share, is cancellable upon the redemption or exchange of one LLC Unit for cash or one share of Class D common stock, is convertible into one share of Class B common stock and has no economic rights. Each share of Class D common stock is entitled to ten votes per share, is convertible into one share of Class A common stock and has economic rights. Recapitalization of OneStream Software LLC In connection with the Reorganization Transactions and the Amended LLC Agreement, all membership interests in OneStream Software LLC were reclassified into a single-class of LLC Units. The following is a summary of the securities reclassified in connection with the Reorganization Transactions: • 80,324,378 common units of OneStream Software LLC outstanding prior to the Reorganization Transactions were reclassified on a one-for-one basis into LLC Units; • 128,293,508 convertible preferred units of OneStream Software LLC outstanding prior to the Reorganization Transactions were reclassified on a one-for-one basis into LLC Units; and • 8,632,763 ICUs of OneStream Software LLC outstanding prior to the Reorganization Transactions were reclassified into 6,591,178 LLC Units.
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ONESTREAM, INC. 111 In addition, the Company issued 74,135,230 shares of Class C common stock, net of 3,006,037 shares of Class C common stock purchased and cancelled in the IPO Synthetic Secondary, to the Continuing Members. The Company also issued 132,081,358 shares of Class D common stock, net of the conversion of 5,986,437 shares of Class D common stock to Class A common stock in connection with the sale of such shares in the IPO, to the Former Members in exchange for LLC Units on a one-for-one basis. The amended and restated certificate of incorporation and the Amended LLC Agreement discussed above require the Company and OneStream Software LLC to, at all times, maintain (i) a one-to-one ratio between the number of shares of Class A common stock and Class D common stock outstanding and the number of LLC Units owned by the Company and (ii) a one-to-one ratio between the number of shares of Class B common stock and Class C common stock outstanding and the number of LLC Units owned by the Continuing Members. Preferred Stock As of December 31, 2025 and 2024 there are no shares of preferred stock outstanding. Under the terms of the Company’s amended and restated certificate of incorporation, the board of directors is authorized to direct the Company to issue shares of preferred stock in one or more series without shareholder approval. The board of directors has the discretion to determine the rights, preferences, privileges, and restrictions, including dividend rights, dividend rates, conversion rights, exchange rights, voting rights, redemption privileges and liquidation preferences, of each series of preferred stock. Exchanges and Redemptions of LLC Units During the years ended December 31, 2025 and 2024, pursuant to the terms of the Amended LLC Agreement, certain Continuing Members redeemed 8,234,889 and 2,840,662 LLC Units, respectively, along with their corresponding shares of Class C common stock, in exchange for an equal number of shares of Class D common stock, which were all subsequently converted into Class A common stock. Simultaneously, and in connection with these exchanges and redemptions, the Company cancelled the exchanged shares of Class C common stock. Conversions of Class D Common Stock During the year ended December 31, 2025, a total of 25,990,720 shares of Class D common stock were converted to Class A common stock by certain Former Members. Upon the completion of the conversion, the associated shares of Class D common stock were retired and will not be reissued. In 2024, conversions of Class D common stock to Class A common stock occurred due to the IPO and the Secondary Offering, as discussed below. Secondary Offering In November 2024, the Company completed a secondary offering (the Secondary Offering), selling 17,250,000 shares of its Class A common stock at a public offering price of $31.00 per share. In connection with the Secondary Offering, certain selling stockholders (i) redeemed 472,940 issued and outstanding LLC Units (and a corresponding number of their shares of Class C common stock were cancelled) in exchange for an equal number of shares of Class D common stock and (ii) converted 10,357,991 shares of Class D common stock (inclusive of the 472,940 shares of Class D common stock acquired upon the redemption of LLC Units described in the preceding clause) into an equal number of shares of Class A common stock. The Company used all of the net proceeds from the Secondary Offering to purchase issued and outstanding LLC Units (and purchase and cancel an equal number of shares of then outstanding Class C common stock) from KKR Dream Holdings LLC resulting in the total number of outstanding shares of common stock of OneStream, Inc. and LLC Units of OneStream Software LLC remaining the same. NOTE 10 – NON-CONTROLLING INTERESTS In connection with the Reorganization Transactions, OneStream, Inc. became the sole manager of OneStream Software LLC and accordingly consolidates the results of operations of OneStream Software LLC. The non-controlling interests balance on the Company’s consolidated balance sheets represents the portion of LLC Units owned by the Continuing Members. Net (loss) income is attributed to the non-controlling interests based on the weighted-average ownership percentages of LLC Units outstanding during the period, excluding LLC Units that are subject to vesting conditions. As of December 31, 2025, the non-controlling interests in OneStream Software LLC owned 22.5% with the remaining 77.5% owned by OneStream, Inc. The ownership of the LLC Units is summarized as follows:
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ONESTREAM, INC. 112 Ownership Ownership Percentage OneStream, Inc. Continuing Members Total OneStream, Inc. Continuing Members Total Balances as of December 31, 2024 173,652,398 62,857,813 236,510,211 73.4% 26.6% 100.0% Exchange of Class C common stock 8,234,889 (8,234,889) — 3.5% (3.5)% — Vesting of LLC Units — 365,295 365,295 — — — Issuance of LLC Units in connection with equity-based compensation plans 7,637,273 — 7,637,273 0.7% (0.7)% — Balances as of December 31, 2025 189,524,560 54,988,219 244,512,779 77.5% 22.5% 100.0% (1) Excludes 706,511 and 1,071,806 LLC Units still subject to vesting conditions at December 31, 2025 and 2024, respectively. NOTE 11 – EQUITY-BASED COMPENSATION 2019 Common Unit Option Plan The 2019 Common Unit Option Plan (the 2019 Plan), which allowed OneStream Software LLC to provide common unit options to eligible employees, managers, and consultants, was originally adopted by OneStream Software LLC’s board of managers and approved by the then members of OneStream Software LLC. Prior to the Reorganization Transactions, the Company did not recognize equity-based compensation expense for common unit options granted under the 2019 Plan because they contained a forfeiture provision whereby upon voluntary termination of service by the option holder, the Company had the right to require the option holder to (i) sell all or a portion of any common units acquired by the optionee to the Company at a price equal to the lesser of (a) the aggregate fair value of such common units on the date of such repurchase and (b) the aggregate exercise price paid to acquire the common units and (ii) surrender all outstanding common unit options, including vested options, held by such optionee without consideration. On July 12, 2024, the board of managers of OneStream Software LLC and the board of directors of the Company approved a modification of the terms of the outstanding common unit options to remove the forfeiture provision, to be effective immediately upon the completion of the Reorganization Transactions. The amendment has been accounted for as an “improbable-to-probable” modification under ASC 718, whereby the fair values of the outstanding common unit options were measured as of the modification date of July 12, 2024 (the Option Modification Date). The performance condition created by the modification was satisfied upon completion of the Reorganization Transactions and the Company recorded a cumulative adjustment to equity-based compensation expense totaling $204.4 million for the common unit options that vested upon the completion of the Reorganization Transactions. The remaining unrecognized equity-based compensation expense related to the unvested common unit options granted prior to the Reorganization Transactions is being recognized over the remaining requisite service period using the accelerated attribution method, in which compensation cost for each vesting tranche is recognized ratably from the service inception date to the vesting date for that tranche. In connection with the Reorganization Transactions, the 2019 Plan was assumed by OneStream, Inc. and terminated with respect to the grant of new options. In addition, all outstanding common unit options were converted into options to purchase Class A common stock on a one-for-one basis. The following table summarizes the option activity under the 2019 Plan during the year ended December 31, 2025 (in thousands, except per share data): Options Weighted-AverageExercisePrice per Share Weighted-AverageRemainingContractualTerm (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2024 33,321 $ 10.58 7.63 $ 597,716 Forfeited / Cancelled (1,202) 12.69 Exercised (6,682) 9.10 105,931 Outstanding as of December 31, 2025 25,437 $ 10.72 6.58 $ 194,872 Vested and exercisable as of December 31, 2025 18,058 $ 9.91 6.21 $ 152,987 Total unrecognized equity-based compensation expense related to stock options granted under the 2019 Plan was $25.1 million as of December 31, 2025, which is expected to be recognized over a weighted-average remaining service period of 1.9 years using the accelerated attribution method. (1) (1)
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ONESTREAM, INC. 113 The Company estimated the fair value of the modified stock options under the 2019 Plan as of the Option Modification Date using a binomial lattice model incorporating an early exercise multiple and post-vesting termination rates. The assumptions and estimates used as part of the binomial lattice model were as follows: Fair Value of Class A Common Stock: The fair value of Class A common stock underlying the options granted under the 2019 Plan was determined to be the mid-point of the expected IPO price range as of the Option Modification Date. Expected Term: The expected term was a derived output of the binomial lattice model representing the weighted-average period the stock options are expected to remain outstanding. Expected Volatility: Expected volatility was estimated based on historical and implied stock price volatility from several guideline companies over a period equivalent to the expected term. Risk-free Interest Rate: The risk-free interest rate was based on the interpolated United States Treasury yield curve at each time-step in the lattice. Expected Dividend Yield: The estimated dividend yield is zero as the Company does not currently intend to declare dividends in the foreseeable future. Assumptions and estimates used as part of the binomial lattice model for options granted under the 2019 Plan and modified on the Option Modification Date were as follows: Fair value of Class A common stock $ 18.00 Expected term (in years) 0 - 7.44 Expected volatility 50.00% Risk-free interest rate 4.34 - 5.40% Expected dividend yield — 2024 Equity Incentive Plan In connection with the IPO, the Company’s board of directors adopted the 2024 Plan, which became effective with an initial reserve of 32,100,000 shares of Class A common stock. The 2024 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, RSUs, and performance awards to eligible employees, directors, and consultants. The number of shares available for issuance under the 2024 Plan also includes an annual increase on the first day of each fiscal year beginning on January 1, 2025 and ending on the ten year anniversary of the date our board of directors approved the 2024 Plan, in an amount equal to the least of (i) 26,800,000 shares of Class A common stock, (ii) 5% of the outstanding shares of all series of the Company’s common stock on the last day of the immediately preceding fiscal year, or (iii) such other number as determined by the Administrator (as defined in the 2024 Plan). Stock options In July 2024, prior to the IPO, the Company granted to certain directors, executive officers and other employees 2,413,968 options to purchase Class A common stock under the 2024 Plan at an exercise price equal to the IPO price, which was $20.00 per share. These stock options vest upon the satisfaction of a liquidity condition and service-based condition of four years. The liquidity condition was satisfied through the completion of the IPO. No options have been granted after the IPO.
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ONESTREAM, INC. 114 The following table summarizes the option activity under the 2024 Plan during the year ended December 31, 2025 (in thousands, except per share data): Options Weighted-AverageExercisePrice per Share Weighted-AverageRemainingContractualTerm (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2024 2,400 $ 20.00 9.56 $ 20,447 Forfeited / Cancelled (373) 20.00 Exercised (16) 20.00 121 Outstanding as of December 31, 2025 2,011 $ 20.00 8.56 $ — Vested and exercisable as of December 31, 2025 709 $ 20.00 8.56 $ — Total unrecognized equity-based compensation expense related to stock options under the 2024 Plan was $5.7 million as of December 31, 2025, which is expected to be recognized over a weighted-average remaining service period of 2.6 years using the accelerated attribution method. The Company estimated the fair value of options granted under the 2024 Plan on the grant date using a Black-Scholes option- pricing model. The assumptions and estimates used as part of the Black-Scholes option-pricing model were as follows: Fair Value of Class A Common Stock: The fair value of Class A common stock underlying the options granted under the 2024 Plan was determined to be the IPO price. Expected Term: The expected term was estimated using the simplified method due to a lack of historical exercise activity for the Company. The simplified method calculates the expected term as the mid-point between the vesting date and the contractual expiration date of the award. Expected Volatility: Expected volatility was estimated based on historical and implied stock price volatility from several guideline companies over a period equivalent to the expected term. Risk-free Interest Rate: The risk-free interest rate was based on the United States Treasury yield curve in effect during the period the options were granted. Expected Dividend Yield: The estimated dividend yield is zero as the Company does not currently intend to declare dividends in the foreseeable future. Inputs used in the Black-Scholes option pricing model for options granted under the 2024 Plan were as follows: Fair value of Class A common stock $ 20.00 Expected term (in years) 6.06 - 6.11 Expected volatility 50.00% Risk-free interest rate 4.24% Expected dividend yield — Restricted Stock Units (RSUs) Subsequent to the Reorganization Transactions and the IPO, the Company has granted RSUs under the 2024 Plan to certain employees. RSUs represent the right to receive shares of Class A common stock at specified future dates. RSUs are subject to a service- based vesting condition that is generally satisfied over four years. Equity-based compensation expense related to RSUs is recognized on a straight-line basis over the remaining requisite service period.
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ONESTREAM, INC. 115 The following table summarizes the RSU activity under the 2024 Plan during the year ended December 31, 2025 (in thousands, except per share data): RSUs Weighted-AverageGrant DateFair Value per Share Outstanding as of December 31, 2024 355 $ 29.48 Granted 6,629 23.06 Vested (1,019) 23.91 Forfeited / Cancelled (546) 24.51 Outstanding as of December 31, 2025 5,419 $ 22.33 The fair value of RSUs vested during the year ended December 31, 2025, was $24.4 million. As of December 31, 2025, unrecognized compensation cost related to the RSUs was $120.2 million, which is expected to be recognized over a weighted-average period of 3.3 years. The Company recognized $29.2 million of equity-based compensation expense related to RSUs for the year ended December 31, 2025. Shares withheld for employee tax withholding obligations remain in the authorized but unissued pool under the 2024 Plan and are available for issuance. Payments for employee tax obligations are recognized as a reduction to additional paid-in capital and reflected as financing activities on the consolidated statement of cash flows. Employee Stock Purchase Plan In July 2024, in connection with the IPO, the Company’s board of directors adopted the ESPP with a total of 10,700,000 shares of Class A common stock reserved for issuance. The ESPP allows for the number of shares available for issuance under the plan to be automatically increased on the first day of each fiscal year following the fiscal year in which the first offering period under the ESPP commences, in an amount equal to the lesser of (i) 5,400,000 shares of Class A common stock, (ii) 1% of the outstanding shares of all series of the Company’s common stock on the last day of the immediately preceding fiscal year or (iii) such other number as determined by the Administrator (as defined in the ESPP). The Company’s board of directors amended and restated the ESPP in January 2025 to provide for consecutive offering periods lasting approximately 24 months and consisting of four purchase periods of approximately six months. An offering period generally starts on the first trading day on or after May 15 and November 15 of each year and ends on the last trading day of the applicable 24-month period. The initial offering period under the ESPP commenced on February 17, 2025 and will extend through the first trading day on or after May 15, 2027. Eligible employees were permitted to participate in the ESPP as of February 17, 2025. The ESPP allows eligible employees to purchase the Company’s Class A common stock at a price per share equal to 85% of the fair market value, determined as of the lower of (i) the first trading day of the offering period or (ii) the last trading day of the offering period. Participants may contribute up to 15% of their eligible compensation to the ESPP, and share purchases are limited to a maximum of 3,000 shares for each participant during any purchase period. The ESPP allows participants to decrease contributions (1) once within a purchase period or (2) at any time for a future purchase period. Participants cannot increase contributions within a purchase period and may only increase contributions for future purchase periods. Participation may be ended at any time during an offering period and automatically ends upon termination of employment. The ESPP also offers a rollover feature that provides for an offering period to be rolled over to a new, lower-priced offering if the stock price at the end of the purchase period is lower than on the first trading day of an offering period. The rollover feature was triggered on November 17, 2025 and the total incremental compensation costs recognized as a result of the rollover will be recorded on a straight-line basis over the new offering period. For shares issued under the ESPP, fair value is estimated using the Black-Scholes option pricing model. Based on the ESPP valuation for 2025, the expected term is the period from the valuation date to the end of each purchase period and the expected volatility is 50%, estimated using company-specific volatility data as well as guideline companies as of the valuation date. The risk-free interest rate was based on the United States Treasury yield curve in effect during the expected term and the expected dividend yield is zero as the Company has not paid and does not currently intend to pay dividends in the foreseeable future. Equity-based compensation expense related to the ESPP was $2.0 million for the year ended December 31, 2025. Total unrecognized equity-based compensation expense related to the ESPP was $5.1 million as of December 31, 2025, which is expected to
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ONESTREAM, INC. 116 be recognized over a weighted-average remaining service period of 1.6 years using the straight-line method. As of December 31, 2025, there have been 187,117 shares issued under the ESPP. DataSense Holdings Awards During the year ended December 31, 2025, 302,791 LLC Units and corresponding shares of Class C common stock held by DataSense Holdings vested. As of December 31, 2025, 706,511 LLC Units and corresponding shares of Class C common stock issued to DataSense Holdings remain unvested and total unrecognized equity-based compensation expense related to these awards was $4.3 million, which is expected to be recognized over a weighted-average remaining service period of 1.2 years using the accelerated attribution method. As of December 31, 2024, 1,009,302 LLC Units and corresponding shares of Class C common stock issued to DataSense Holdings were unvested. The unvested LLC Units and corresponding shares of Class C common stock are classified as outstanding on the Company’s consolidated balance sheets as they are legally outstanding. Classification of Equity-Based Compensation Expense Equity-based compensation expense was classified as follows in the accompanying consolidated statements of operations (in thousands): Year Ended December 31, 2025 2024 2023 Cost of subscription $ 2,331 $ 5,939 $ — Cost of professional services and other 5,740 24,871 15 Sales and marketing 43,516 135,215 3,938 Research and development 31,444 77,926 518 General and administrative 32,376 72,446 3,799 Total equity-based compensation $ 115,407 $ 316,397 $ 8,270 NOTE 12 – NET LOSS PER SHARE The following table presents the calculation of basic and diluted net loss per share for the periods following the Reorganization Transactions (in thousands, except per share amounts): Year Ended December 31, 2025 July 24, 2024 through December 31, 2024 Numerator: Net loss $ (67,662) $ (292,015) Less: net loss attributable to non-controlling interests (17,363) (90,458) Net loss attributable to OneStream, Inc., basic $ (50,299) $ (201,557) Net loss attributable to OneStream, Inc., diluted $ (50,299) $ (292,015) Denominator: Weighted-average shares of Class A and Class D common stock outstanding–basic 182,126 163,469 Effect of dilutive LLC Units — 70,574 Weighted-average shares of Class A and Class D common stock outstanding–diluted 182,126 234,043 Net loss per share: Net loss per share of Class A and Class D common stock–basic $ (0.28) $ (1.23) Net loss per share of Class A and Class D common stock–diluted $ (0.28) $ (1.25) Shares of Class B common stock and Class C common stock do not share in the earnings or losses of OneStream, Inc. and therefore are not considered participating securities. As such, separate presentation of basic and diluted net loss per share of Class B and Class C common stock under the two-class method has not been presented.
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ONESTREAM, INC. The following table contains outstanding share totals with a potentially dilutive impact (in thousands): Year Ended December 31, 2025 July 24, 2024 through December 31, 2024 Stock options 27,448 35,721 RSUs 5,419 355 Purchase rights committed under the ESPP 1,061 — Total 33,928 36,076 NOTE 13 - POSTRETIREMENT BENEFITS The Company has established a 401(k) savings plan. The Company’s 401(k) plan is qualified under Section 401 of the Internal Revenue Code and is available to all full-time employees with tax-deferred salary deductions and alternative investment options. Employees may contribute up to 100% of their salary up to the statutory prescribed annual limit. The 401(k) plan provides for the Company to make a discretionary contribution at the end of the plan year, which coincides with the Company’s fiscal year. The Company also makes contributions to other postretirement plans of non-U.S. employees based on statutory regulations in place in their respective countries. The Company recorded $8.9 million, $7.7 million and $5.9 million of expense related to employer contributions to postretirement benefit plans for the years ended December 31, 2025, 2024 and 2023, respectively. NOTE 14 – RELATED PARTY TRANSACTIONS DataSense Prior to the acquisition of DataSense, the Company was a party to consulting and software development services agreements with DataSense. The Company’s co-founder, chairman and CEO, Thomas Shea, is the father of Andrew Shea, who was the chief executive officer and an equity holder in DataSense until its acquisition by the Company. The Company held an equity method investment in DataSense that was immaterial as of December 31, 2023. The Company paid $1.9 million in 2024 through the acquisition date, and $3.5 million in the year ended December 31, 2023, under the consulting and software development services agreements with DataSense, which are included in the Company’s research and development expenses. There were no outstanding amounts due to or from DataSense as of December 31, 2023. NOTE 15 – SUBSEQUENT EVENTS Hg Transaction Merger Agreement On January 6, 2026, the Company and OneStream Software LLC (collectively, OneStream) entered into a definitive agreement (the Merger Agreement) to be acquired by affiliates of Hg, a leading investor in software, services and data businesses (the Hg Transaction or the Mergers). The Hg Transaction is an all-cash consideration transaction and values OneStream at approximately $6.4 billion in equity value. Following the closing of the Mergers, Hg will be OneStream’s majority and controlling equityholder. Under the terms of the Merger Agreement, (i) each outstanding share of the Company’s Class A common stock and Class D common stock and each outstanding LLC Unit will be cancelled and automatically converted into the right to receive cash in an amount equal to $24.00, without interest (in each case, other than as provided in the Merger Agreement) and (ii) each outstanding share of the Company’s Class B common stock and Class C common stock will be cancelled and automatically converted into the right to receive cash in an amount equal to $0.0001, without interest (in each case, other than as provided in the Merger Agreement). In addition, pursuant to the Merger Agreement, as a result of the Mergers: • Each outstanding RSU that is vested (but not yet settled) as of the occurrence of the Mergers, or that vests as a result of the Mergers, will be cancelled and converted into the right to receive an amount in cash, without interest, equal to (a) the total number of shares of Class A common stock subject to that vested RSU multiplied by (b) an amount equal to $24.00, less applicable withholding taxes.
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ONESTREAM, INC. 118 • Each outstanding RSU that is unvested as of the occurrence of the Mergers will be cancelled and converted into the contingent right to receive a cash award, without interest, equal to (a) the total number of shares of Class A common stock subject to that unvested RSU multiplied by (b) an amount equal to $24.00, less applicable withholding taxes. The vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment, if any) applicable to that unvested RSU as of immediately prior to the Mergers will remain in effect following the Mergers. • Each outstanding option to acquire shares of Class A common stock, including options issued under both the 2019 Plan and the 2024 Plan (each, an Option) that is vested as of the occurrence of the Mergers will be cancelled and converted into the right to receive an amount in cash, without interest, equal to (a) the total number of shares of Class A common stock subject to that vested Option multiplied by (b) the excess, if any, of an amount equal to $24.00 over the exercise price per share of that vested Option, less applicable withholding taxes. • Each outstanding Option that is not vested as of the occurrence of the Mergers and that has a per share exercise price that is less than an amount equal to $24.00 will be cancelled and converted into the contingent right to receive a cash award, without interest, equal to (a) the total number of shares of Class A common stock subject to that unvested Option multiplied by (b) the excess of an amount equal to $24.00 over the exercise price per share of that unvested Option, less applicable withholding taxes. The vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment, if any) applicable to that unvested Option as of immediately prior to the Mergers will remain in effect following the Mergers. • Any Option (whether vested or unvested) that has an exercise price per share that is greater than or equal to $24.00 will be cancelled for no consideration. An entity controlled by Hg will acquire all outstanding shares of the Company, including those shares owned by investment funds managed by KKR. The Hg Transaction has been approved by the Company’s board of directors and is expected to close in the first half of 2026, subject to the receipt of required regulatory approvals and the satisfaction of other customary closing conditions. KKR, in its capacity as the holder of a majority of the Company’s voting power, has approved the Hg Transaction. No further approval of the Company’s stockholders is required or will be sought. Upon the completion of the Hg Transaction, the Company will cease to be a publicly traded company. On January 6, 2026, concurrently, and in connection, with the execution of the Merger Agreement, the Company, OneStream Software LLC and certain other parties to the TRA, entered into Amendment No. 1 to the TRA (the TRA Amendment), pursuant to which the parties agreed to amend the TRA such that it will automatically terminate upon the consummation of the Mergers. As provided in the TRA Amendment, no payments will be made under the TRA in connection with the consummation of the Mergers. The foregoing description of the Merger Agreement and the TRA Amendment is qualified in its entirety by reference to Exhibit 2.1 and Exhibit 10.21, respectively, included in Part IV, Item 15, “Exhibits and Financial Statement Schedules”, of this Annual Report on Form 10-K. In connection with the Mergers, the Company expects to incur significant expenses, such as transaction, professional services, and other costs. An estimate of these expenses cannot be made at this time. Employee Stock Purchase Plan In connection with the execution of the Merger Agreement, the Company’s board of directors approved a resolution to effectively cancel all future purchase and offering periods under the ESPP beyond the current purchase period. As a result of the cancellation, the Company expects to accelerate all unrecognized equity-based compensation related to the ESPP in the first quarter of 2026.
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119 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and interim chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation and supervision of our chief executive officer and interim chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our chief executive officer and interim chief financial officer have concluded that, as of such date, our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our principal executive officer and principal financial officer and oversight of the board of directors, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025. Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which is included in Part II, Item 8, “Financial Statements and Supplementary Data”, of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Limitations on Effectiveness of Controls and Procedures The effectiveness of any system of disclosure controls and procedures and internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating and evaluating the controls and procedures and the inability to eliminate misconduct completely. Accordingly, any system of controls and procedures, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls and procedures may become inadequate because of changes in conditions or that the degree of compliance with the controls or procedures may deteriorate. We intend to continue to monitor and upgrade our controls and procedures as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective disclosure controls and internal control over financial reporting.
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120 Item 9B. Other Information. Rule 10b5-1 Trading Plans During the three months ended December 31, 2025, the following officer adopted a Rule 10b5-1 trading arrangement as defined in Regulation S-K Item 408, as follows: On December 5, 2025, William Koefoed, our then chief financial officer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 1,226,117 shares of our Class A common stock. The number of shares that may be sold under the trading arrangement will be reduced by the number of shares (not yet fully determinable) withheld to satisfy tax obligations upon the vesting of certain outstanding equity awards. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5- 1(c). The duration of the trading arrangement is until December 31, 2026, or earlier if all transactions under the trading arrangement are completed. During the three months ended December 31, 2025, no other then serving directors or officers, as defined in Rule 16a-1(f) under the Exchange Act, adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable.
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121 PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item is incorporated herein by reference to the relevant sections in our Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, or the 2026 Proxy Statement, or will be provided in an amendment filed on Form 10-K/A within 120 days of the end of the fiscal year ended December 31, 2025. Our board of directors has adopted a Code of Business Conduct and Ethics that applies to all officers, directors, and employees, which is available on our website at https://investor.onestream.com under “Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on the website address and location specified above. The information contained on, or accessible from, our website is not part of this Annual Report on Form 10-K by reference or otherwise. Item 11. Executive Compensation. The information required by this item is incorporated herein by reference to the relevant sections in our 2026 Proxy Statement or will be provided in an amendment filed on Form 10-K/A within 120 days of the end of the fiscal year ended December 31, 2025. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item is incorporated herein by reference to the relevant sections in our 2026 Proxy Statement or will be provided in an amendment filed on Form 10-K/A within 120 days of the end of the fiscal year ended December 31, 2025. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item is incorporated herein by reference to the relevant sections in our 2026 Proxy Statement or will be provided in an amendment filed on Form 10-K/A within 120 days of the end of the fiscal year ended December 31, 2025. Item 14. Principal Accounting Fees and Services. Our independent registered public accounting firm is Ernst & Young LLP, Detroit, MI, Auditor Firm ID: 42. The information required by this item is incorporated herein by reference to the relevant sections in our 2026 Proxy Statement or will be provided in an amendment filed on Form 10-K/A within 120 days of the end of the fiscal year ended December 31, 2025. With the exception of the information incorporated in Items 10, 11, 12, 13, and 14 of this Annual Report on Form 10-K, any Form 10-K/A in lieu of our 2026 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 is not deemed “filed” as part of this Annual Report on Form 10-K.
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122 PART IV Item 15. Exhibits and Financial Statement Schedules. (a) We have filed the following documents as part of this Annual Report on Form 10-K: 1. Financial Statements See “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedules Schedules not listed above have been omitted because they are not required, because they are not applicable, or because the required information is otherwise included. 3. Exhibits See exhibits listed under Part (b) below: (b) Exhibits. The exhibits listed below are filed or furnished as part of this Annual Report on Form 10-K, or are incorporated herein by reference, in each case as indicated below: ExhibitNumber Exhibit Description Incorporated by Reference Filed/Furnished Herewith Form File Number Filing Date Number 2.1 Agreement and Plan of Merger, dated January 6, 2026, among Onward AcquireCo, Inc., Onward Merger Sub 2, LLC, Onward Merger Sub, Inc., OneStream, Inc. and OneStream Software LLC.* 8-K 001-42187 1/6/26 2.1 3.1 Amended and Restated Certificate of Incorporation of OneStream, Inc. 8-K 001-42187 7/26/24 3.1 3.2 Amended and Restated Bylaws of OneStream, Inc. 8-K 001-42187 7/26/24 3.2 4.1 Form of Class A Common Stock Certificate S-1 333-280573 6/28/24 4.1 4.2 Description of Securities 10-K 001-42187 2/27/25 4.2 10.1 Sixth Amended and Restated Operating Agreement of OneStream Software LLC, dated as of July 23, 2024, by and among OneStream Software LLC, OneStream, Inc. and each of the other Members (as defined therein) 8-K 001-42187 7/26/24 10.1 10.2 Tax Receivable Agreement, dated as of July 23, 2024, by and among OneStream, Inc., OneStream Software LLC and each of the Members (as defined therein) 8-K 001-42187 7/26/24 10.2 10.3 Registration Rights Agreement, dated as of July 23, 2024, by and among OneStream, Inc. and each of the Holders (as defined therein) 8-K 001-42187 7/26/24 10.3 10.4 Stockholders’ Agreement, dated as of July 23, 2024, by and among OneStream, Inc. and KKR Dream Holdings LLC 8-K 001-42187 7/26/24 10.4 10.5 Form of Director and Executive Officer Indemnification Agreement 8-K 001-42187 7/26/24 10.5 10.6# 2019 Common Unit Option Plan and related form agreements S-1 333-280573 6/28/24 10.5 10.7# 2024 Equity Incentive Plan and related form agreements S-1/A 333-280573 7/15/24 10.6 10.8# Amended and Restated 2024 Employee Stock Purchase Plan and related form agreements 10-K 001-42187 2/27/25 10.8 10.9# Employee Incentive Compensation Plan S-1 333-280573 6/28/24 10.8 10.10# Outside Director Compensation Policy S-1/A 333-280573 7/15/24 10.9 10.11# Confirmatory Employment Letter by and between the registrant and Thomas Shea S-1 333-280573 6/28/24 10.10 10.12# Confirmatory Employment Letter by and between the registrant and Craig Colby S-1 333-280573 6/28/24 10.11
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123 10.13# Confirmatory Employment Letter by and between the registrant and William Koefoed S-1 333-280573 6/28/24 10.12 10.14# Executive Change in Control and Severance Policy X 10.15 Amended and Restated Credit Agreement, dated as of October 27, 2023, by and among OneStream Software LLC, JPMorgan Chase Bank, N.A. and the other parties named therein S-1 333-280573 6/28/24 10.14 10.16# Offer Letter, dated December 1, 2025, by and between OneStream, Inc. and John Kinzer X 10.17# Transition Agreement and Release, dated December 31, 2025, by and between OneStream, Inc., OneStream Software LLC and William Koefoed X 10.18# Confirmatory Employment Letter by and between the registrant and Kenneth Hohenstein X 10.19# Confirmatory Employment Letter by and between the registrant and Scott Leshinski X 10.20 Support Agreement, dated January 6, 2026, among Onward AcquireCo, Inc., OneStream, Inc. and certain stockholders of OneStream, Inc.* 8-K 001-42187 1/6/26 10.1 10.21 Amendment No. 1 to the Tax Receivable Agreement, dated January 6, 2026, among OneStream, Inc., OneStream Software LLC and the other parties thereto.* 8-K 001-42187 1/6/26 10.2 19.1 Insider Trading Policy 10-K 001-42187 2/27/25 19.1 21.1 List of Subsidiaries of OneStream, Inc. X 23.1 Consent of Independent Registered Public Accounting Firm X 24.1 Power of Attorney (included in signature page hereto) X 31.1 Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1† Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2† Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 Compensation Recovery Policy 10-K 001-42187 2/27/25 97.1 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X # Indicates management contract or compensatory plan. *Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. OneStream, Inc. will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. OneStream, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. †The certifications attached as Exhibit 32.1 and 32.2 that accompany this report are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of OneStream, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this report, irrespective of any general incorporation language contained in such filing.
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124 Item 16. Form 10-K Summary None.
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125 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ONESTREAM, INC. Date: February 26, 2026 By: /s/ Thomas Shea Thomas Shea Chief Executive Officer (Principal Executive Officer) Date: February 26, 2026 By: /s/ John Kinzer John Kinzer Interim Chief Financial Officer (Principal Financial Officer) Date: February 26, 2026 By: /s/ Pamela McIntyre Pamela McIntyre Chief Accounting Officer (Principal Accounting Officer)
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126 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas Shea and John Kinzer, and each one of them, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Thomas Shea Chairman and Chief Executive Officer (Principal Executive Officer) February 26, 2026 Thomas Shea /s/ John Kinzer Director and Interim Chief Financial Officer (Principal Financial Officer) February 26, 2026 John Kinzer /s/ Pamela McIntyre Chief Accounting Officer February 26, 2026 Pamela McIntyre (Principal Accounting Officer) /s/ Bradley Brown Director February 26, 2026 Bradley Brown /s/ Michael Burkland Director February 26, 2026 Michael Burkland /s/ Jonathan Mariner Director February 26, 2026 Jonathan Mariner /s/ David H. Petraeus Director February 26, 2026 General (Ret.) David H. Petraeus /s/ Baskar Sridharan Director February 26, 2026 Baskar Sridharan /s/ David Welsh Director February 26, 2026 David Welsh /s/ Kara Wilson Director February 26, 2026 Kara Wilson
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Exhibit 10.14 O NE S TREAM , I NC . EXECUTIVE CHANGE IN CONTROL AND SEVERANCE POLICY (Adopted on June 4, 2024; amended on November 30, 2025) This Executive Change in Control and Severance Policy (the “Policy”) is designed to provide certain protections to a select group of key employees of OneStream, Inc. (“OneStream” or the “Company”) or any of its subsidiaries if their employment is involuntarily terminated under certain circumstances described in this Policy. The Policy is designed to be an “employee welfare benefit plan” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), and this document is both the formal plan document and the required summary plan description for the Policy. 1. Eligible Employee: An individual is only eligible for protection under this Policy if they are an Eligible Employee and comply with its terms. An “Eligible Employee” is an employee of the Company or any subsidiary of the Company with a primary work facility or location within the United States and who has (i) been designated by either the Board or the Compensation, Nominating and Governance Committee of the Board (the “Compensation Committee”) as eligible to participate in the Policy, whether individually or by position or category of position (subject to such exceptions as determined by the Compensation Committee) and (ii) executed a participation agreement in the form attached hereto as Exhibit A (a “Participation Agreement”). 2. Policy Benefits: An Eligible Employee will be eligible to receive payments and benefits under this Policy upon their Qualified Termination. All benefits under this Policy require the Eligible Employee’s compliance with the Release Requirement and are subject to any timing modifications required to avoid adverse taxation under Section 409A. 3. Salary Severance. An Eligible Employee will be eligible to receive a lump-sum payment equal to the number of months of annualized Base Salary as set forth in their Participation Agreement (if any), payable on the first Company payroll date following the effective date of the Release (subject to any delay as provided in Section 10), less applicable withholdings. 4. COBRA Benefit. On a Qualified Termination, if an Eligible Employee makes a valid election under COBRA to continue their health coverage, the Company will pay the cost of such continuation coverage for the Eligible Employee and any of the Eligible Employee’s eligible dependents that were covered under the Company’s health care plans immediately prior to the date of their eligible termination until the earliest of (i) the end of the period following the Qualified Termination set forth in their applicable Participation Agreement, (ii) the date upon which the Eligible Employee and/or the Eligible Employee’s eligible dependents become covered under similar plans or (iii) the date upon which the Eligible Employee ceases to be eligible for coverage under COBRA (such payments, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to the Eligible Employee a taxable lump-sum payment equal to the total amount of the COBRA premiums that the Executive would be required to pay to continue their group health coverage in effect on the date of their Qualified Termination (which amount will be based on the premium rates applicable for the first month of COBRA coverage for the Eligible Employee and any of eligible dependents of the Eligible Employee) for the period of time set forth in the applicable Participation Agreement (subject to any applicable pro-ration as provided for in subsection (i)) following the Qualified Termination (the “COBRA Replacement Payment”), payable on the first Company payroll date following the effective date of the Release
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2 (subject to any delay as provided in Section 10). The COBRA Replacement Payment (if any) will be made regardless of whether the Eligible Employee elects COBRA continuation coverage. For the avoidance of doubt, the COBRA Replacement Payment may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. Notwithstanding anything to the contrary under this Policy, if at any time the Company determines in its sole discretion that it cannot provide the COBRA Premiums or the COBRA Replacement Payment without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Eligible Employee will not receive any further COBRA Premiums or the COBRA Replacement Payment. 5. Equity Benefits: An Eligible Employee will be eligible to receive acceleration of vesting as to a percentage of the then ‑ unvested shares or rights subject to all equity awards that provide for time-based vesting which have been granted to the Eligible Employee, as set forth in their Participation Agreement; provided that in the case of an equity award with performance-based vesting, such award will be treated as set forth in the applicable equity award agreement governing such award. For the avoidance of doubt, in the event of the Eligible Employee’s Non-CIC Qualified Termination, any unvested portion of the Eligible Employee’s then-outstanding equity awards will remain outstanding until the earlier of (x) 3 months following the Non-CIC Qualified Termination (the “Closing Deadline”) or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualified Termination can be provided if a Change in Control occurs within the 3-month period following the Non-CIC Qualified Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). If no Change in Control occurs within the 3-month period following a Non-CIC Qualified Termination, any unvested portion of the Eligible Employee’s equity awards automatically and permanently will be forfeited on the 3-month anniversary following the date of the Non-CIC Qualified Termination without having vested. 6. Bonus Severance. On a Qualified Termination, an Eligible Employee will be eligible to receive a lump-sum payment, payable on the first Company payroll date following the effective date of the Release (subject to any delay as provided in Section 10), less applicable withholdings, equal to a percentage of the Eligible Employee’s target bonus as in effect for the fiscal year in which the Qualified Termination occurs as set forth in their applicable Participation Agreement. 7. Non-Duplication of Payment or Benefits: If an (i) Eligible Employee’s termination qualifies him or her for severance payments or benefits under this Policy pursuant to a Non-CIC Qualified Termination, and (ii) a Change in Control occurs by the Closing Deadline that qualifies him or her for the severance payments and benefits under this Policy pursuant to a CIC Qualified Termination, then (x) the Eligible Employee will cease receiving any further payments or benefits under this Policy pursuant to a Non-CIC Qualified Termination and (y) the severance payments or benefits otherwise payable to the Eligible Employee on a CIC Qualified Termination under this Policy will be offset by the corresponding payments or benefits already paid to the Eligible Employee under this Policy. This Policy is intended to be the only agreement between the Eligible Employee and the Company regarding any change and control or severance payments or benefits to be paid to the Eligible Employee on account of a termination of employment. Accordingly, by executing a Participation Agreement, an Eligible Employee hereby forfeits and waives any rights to any change in control or severance payments or benefits set forth in any employment agreement, offer letter, and/or equity award agreement, except as set forth in this Policy. For the avoidance of doubt, this Policy is not intended to apply to any employee of the Company or any subsidiary of the Company with a primary work facility or location outside of the United States. Such non-U.S. employees will only be eligible to receive severance payments and benefits in accordance with their individual arrangements with the Company or any subsidiary of the Company, if any, and applicable law.
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3 8. Death of Eligible Employee: If the Eligible Employee dies before all payments or benefits they are entitled to receive under this Policy have been paid, then (i) the COBRA Premiums to the Eligible Employee will immediately cease (and the COBRA Replacement Payment will not be paid to the Eligible Employee) and (ii) any such unpaid Salary Severance, Bonus Severance or Equity Benefits will be paid to their designated beneficiary, if living, or otherwise to their personal representative in a lump-sum payment as soon as possible following their death. 9. Release: The Eligible Employee’s receipt of any severance payments or benefits upon his or Qualified Termination under this Policy is subject to the Eligible Employee signing and not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company (which may include an agreement not to disparage the Company, non-competition provisions, non-solicit provisions, and other standard terms and conditions) (the “Release” and such requirement, the “Release Requirement”), which must become effective and irrevocable no later than the 60th day following the Eligible Employee’s Qualified Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Eligible Employee will forfeit any right to severance payments or benefits under this Policy. In no event will severance payments or benefits under the Policy be paid or provided until the Release actually becomes effective and irrevocable (the “Release Effective Date”). Notwithstanding any other payment schedule set forth in this Policy, none of the severance payments and benefits payable upon such Eligible Employee’s Qualified Termination under this Policy will be paid or otherwise provided prior to the Release Effective Date. Except to the extent that payments are delayed under the paragraph below entitled “Section 409A,” on the first regular payroll pay day following the Release Effective Date, the Company will pay or provide the Eligible Employee the severance payments and benefits that the Eligible Employee would otherwise have received under this Policy on or prior to such date, with the balance of such severance payments and benefits being paid or provided as originally scheduled. 10. Section 409A: a. No payment under this Policy will be made to an Eligible Employee upon termination of their employment unless such termination constitutes a “separation from service” within the meaning of Code Section 409A and Section 1.409A-l(h) of the regulations promulgated thereunder. b. To the extent any payments to which an Eligible Employee becomes entitled under this Policy, or any agreement or plan referenced herein, in connection with their separation from service from the Company constitute deferred compensation subject to Section 409A of the Code (the “Deferred Payments”), such payments will be paid on, or in the case of installments, will not commence, until the 60th day following the Eligible Employee’s separation from service, or if later, such time as required by Section 10(c) Except as required by Section 10(c), any installment payments that would have been made to an Eligible Employee during the 60 day period immediately following such Eligible Employee’s separation from service but for the preceding sentence will be paid to Eligible Employee on or around the 60th day following Eligible Employee’s separation from service and the remaining payments will be made as provided herein. c. If an Eligible Employee is deemed at the time of such separation from service to be a “specified employee” under Code Section 409A, then Deferred Payment(s) will not be made or commence until the earliest of (i) the expiration of the 6 month period measured from the date of their “separation from service” (as such term is at the time defined in Treasury Regulations under Code Section 409A) with the Company or (ii) the date of their death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to the Eligible
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4 Employee, including (without limitation) the additional 20% tax for which the Eligible Employee would otherwise be liable under Code Section 409A(a)(l)(B) in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Eligible Employee or their beneficiary in one lump sum. d. The Company reserves the right to amend the Policy as it deems necessary or advisable, in its sole discretion and without the consent of any Eligible Employee or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Code Section 409A or to otherwise avoid income recognition under Code Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment and benefit payable hereunder is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. In no event will the Company reimburse an Eligible Employee for any taxes that may be imposed on the Eligible Employee as a result of Section 409A. 11. 280G Payments: a. Reduction of Severance Benefits. Notwithstanding anything set forth herein to the contrary, if any payment or benefit that an Eligible Employee would receive from the Company or any other party whether in connection with the provisions herein or otherwise (the “Payment”) would (i) constitute a payment covered by Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then such Payment will be equal to the Best Results Amount. The “Best Results Amount” will be either (x) the full amount of such Payment or (y) such lesser amount as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in the Eligible Employee’s receipt, on an after- tax basis, of the greater amount notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits covered by Code Section 280G(b)(2) is necessary so that the Payment equals the Best Results Amount, reduction will occur in the following order: reduction of cash payments; cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G); cancellation of accelerated vesting of stock awards; and reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Eligible Employee’s equity awards. b. Determination of Excise Tax Liability. The Company will select a professional services firm to make all of the determinations required to be made under these paragraphs relating to payments covered by Code Section 280G(b)(2). The Company will request that firm provide detailed supporting calculations both to the Company and the Eligible Employee prior to the date on which the event that triggers the Payment occurs if administratively feasible, or subsequent to such date if events occur that result in payments covered by Code Section 280G(b)(2) paid or provided to the Eligible Employee at that time. For purposes of making the calculations required under these paragraphs relating to payments covered by Code Section 280G(b)(2), the firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith determinations concerning the application of the Code. The Company and the Eligible Employee will furnish to the firm such information and documents as the firm may reasonably request in order to make a determination under these paragraphs relating to
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5 payments covered by Code Section 280G(b)(2). The Company will bear all costs the firm may reasonably incur in connection with any calculations contemplated by these paragraphs relating to payments covered by Code Section 280G(b)(2). Any such determination by the firm will be binding upon the Company and the Eligible Employee, and the Company will have no liability to the Eligible Employee for the determinations of the firm. 12. Administration: The Policy will be administered by the Compensation Committee or its delegate (in each case, an “Administrator”). The Administrator will have full discretion to administer and interpret the Policy. Any decision made or other action taken by the Administrator with respect to the Policy and any interpretation by the Administrator of any term or condition of the Policy, or any related document, will be conclusive and binding on all persons and be given the maximum possible deference allowed by law. The Administrator is the “plan administrator” of the Policy for purposes of ERISA and will be subject to the fiduciary standards of ERISA when acting in such capacity. 13. Tax Obligations: All payments and benefits under this Policy will be paid less applicable withholding taxes. The Company is authorized to withhold from any payments or benefits all federal, state, local and/or foreign taxes required to be withheld therefrom and any other required payroll deductions. The Company will not pay any Eligible Employee’s taxes arising from or relating to any payments or benefits under this Policy. The Eligible Employee will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Policy, and the Eligible Employee will not be reimbursed by the Company for any such payments. 14. Amendment or Termination: The Board or the Compensation Committee may amend or terminate the Policy at any time without advance notice to any Eligible Employee or other individual and without regard to the effect of the amendment or termination on any Eligible Employee or on any other individual, except that any amendment or termination of the Policy that would reduce the benefits provided hereunder or impair an Eligible Employee’s eligibility under the Policy will not be effective with respect to such Eligible Employee without such Eligible Employee’s prior written consent. Any action in amending or terminating the Policy will be taken in a non-fiduciary capacity. 15. Claims Procedure: Any Eligible Employee who believes they are entitled to any payment under the Policy may submit a claim in writing to the Administrator. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Policy on which the denial is based. The notice will also describe any additional information needed to support the claim and the Policy’s procedures for appealing the denial. The denial notice will be provided within 90 days after the claim is received. If special circumstances require an extension of time (up to 90 days), written notice of the extension will be given within the initial 90 day period. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision on the claim. 16. Appeal Procedure: If the claimant’s claim is denied, the claimant (or their authorized representative) may apply in writing to the Administrator for a review of the decision denying the claim. Review must be requested within 60 days following the date the claimant received the written notice of their claim denial or else the claimant loses the right to review. The claimant (or representative) then has the right to review and obtain copies of all documents and other information relevant to the claim, upon request and at no charge, and to submit issues and comments in writing. The Administrator will provide written notice of the decision on review within 60 days after it receives a review request. If additional time (up to 60 days) is needed to review the request,
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6 the claimant (or representative) will be given written notice of the reason for the delay. This notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision. If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring to the provisions of the Policy on which the denial is based. The notice will also include a statement that the claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents and other information relevant to the claim and a statement regarding the claimant’s right to bring an action under Section 502(a) of ERISA. 17. Successors: Any successor to the Company of all or substantially all of the Company’s business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or other transaction) shall assume the obligations under the Policy and agree expressly to perform the obligations under the Policy in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under the Policy, the term “Company” will include any successor to the Company’s business and/or assets which becomes bound by the terms of the Policy by operation of law, or otherwise. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Policy and each Participation Agreement. 18. Applicable Law: The provisions of the Policy will be construed, administered, and enforced in accordance with ERISA and, to the extent applicable, the internal substantive laws of the state of Michigan (but not its conflict of laws provisions). 19. Definitions: The following terms will have the following meanings for purposes of this Policy: a. “Affiliate” means the Company and any other parent or subsidiary corporation of the Company, as such terms are defined in Section 424(e) and (1) of the Code. b. “Base Salary” means the Eligible Employee’s annual base salary as in effect immediately prior to their Qualified Termination (or if the Qualified Termination is a CIC-Qualified Termination due to Good Reason based on a material reduction in base salary under Section 19(m)(ii), then the Eligible Employee’s annual base salary in effect immediately prior to such reduction). c. “Board” means the Board of Directors of the Company. d. “Bonus Severance” means the severance payments set forth in Section 6. e. “Cause” means: i. an act of material personal dishonesty made by Eligible Employee in connection with Eligible Employee’s responsibilities as an employee; ii. Eligible Employee’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud or embezzlement; iii. Eligible Employee’s gross misconduct in connection with Eligible Employee’s responsibilities as an employee;
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7 iv. Eligible Employee’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom Eligible Employee owes an obligation of nondisclosure as a result of Eligible Employee’s relationship with the Company; v. Eligible Employee’s willful breach of any obligations under any written agreement or covenant with the Company; or vi. Eligible Employee’s willful failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested the Eligible Employee’s cooperation. With respect to the components in the preceding sentence other than subsection (ii), an Eligible Employee shall have 30 days to cure following written notice from the Company of the Eligible Employee’s commission of any act or omission giving rise to the Company asserting “Cause.” f. “Change in Control” means the occurrence of any of the following events: i. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, that for this subsection, none of the following will be considered a Change in Control: (i) the acquisition of additional stock by any one Person, who prior to such acquisition is considered to own more than 50% of the total voting power of the stock of the Company; (ii) the acquisition of additional securities or voting power of the Company by any or some combination of the Specified Stockholders (as defined below), their Permitted Transferees (as defined in the Company’s Certificate of Incorporation, as it may be amended from time to time (the “COI”)), or both; (iii) any change in the Specified Stockholders’ voting power of the Company resulting from a repurchase, redemption, retirement or other similar acquisition of stock of the Company by the Company; (iv) any change in voting power as a result of a transfer by a Specified Stockholder to a Permitted Transferee or from any such Permitted Transferee back to such Specified Stockholder or any other Permitted Transferee, or both as of the time of each such transfer of such Specified Stockholder; (v) any change in the Specified Stockholders’ voting power of the Company resulting from a conversion of shares of stock of the Company reducing the number of shares or vote per share of stock outstanding; or (iv) any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event shall not be considered a Change in Control under this Section 19(f)(i). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the
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8 Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or ii. A change in the effective control of the Company which occurs on the date a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the appointment or election. For purposes of this Section 19(f)(ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or iii. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. For the avoidance of doubt, wholly-owned subsidiaries of the Company shall not be considered “Persons” for purposes of this Section 19(f). For purposes of this definition, “Specified Stockholders” means KKR Related Parties (as defined in the COI) and the Shea Related Parties (as defined in the COI). Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
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9 g. “Change in Control Period” means the period beginning 3 months prior to a Change in Control and ending 12 months following a Change in Control. h. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. i. “COBRA Benefit” means the COBRA premium payments and COBRA Replacement Payments set forth in Section 4. j. “Code” means the Internal Revenue Code of 1986, as amended. k. “Disability” means that the Eligible Employee has been unable to perform Eligible Employee’s Company duties as the result of Eligible Employee’s incapacity due to physical or mental illness, and such inability, at least 26 weeks after its commencement or 180 days in any consecutive 12-month period, is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to Eligible Employee or Eligible Employee’s legal representative (such agreement as to acceptability not to be unreasonably withheld). Termination resulting from Disability may only be effected after at least 30 days’ written notice by the Company of its intention to terminate the Eligible Employee’s employment. In the event that the Eligible Employee resumes the performance of substantially all of Eligible Employee’s duties hereunder before the termination of Eligible Employee’s employment becomes effective, the notice of intent to terminate will automatically be deemed to have been revoked. l. “Equity Benefits” means the equity award acceleration benefits set forth in Section 5. m. “Good Reason” means Eligible Employee’s resignation within 30 days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without Eligible Employee’s express written consent: i. a material reduction of Eligible Employee’s duties, authorities or responsibilities (for avoidance of doubt, if an Eligible Employee has public reporting responsibilities prior to a Change in Control, not having similar responsibilities with a publicly-traded parent entity following such Change in Control will be considered a material reduction of duties, authority or responsibilities); ii. a material reduction in Eligible Employee’s annual rate of base salary or annual target bonus; provided, however, that a one-time reduction in Eligible Employee’s annual rate of base salary of 10% or less that is also applied to substantially all of the Company’s other executive officers will not be deemed a material reduction; iii. a material change in the geographic location of Eligible Employee’s primary work facility or location; provided, that a relocation of less than 35 miles from Eligible Employee’s then present location or to Eligible Employee’s home as their primary work location will not be considered a material change in geographic location; or iv. a material breach by the Company of the terms of Eligible Employee’s employment arrangement with the Company.
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10 Eligible Employee’s resignation will not be deemed to be for Good Reason unless Eligible Employee has first provided the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within 90 days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than 30 days following the date the Company receives such notice, and such condition has not been cured during such period. n. “CIC Qualified Termination” means a termination of the Eligible Employee’s employment either (i) by the Company without Cause (excluding by reason of the Eligible Employee’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period. o. “Qualified Termination” means either a CIC Qualified Termination or a Non-CIC Qualified Termination. p. “Non-CIC Qualified Termination” means a termination of the Eligible Employee’s employment by the Company without Cause (excluding by reason of the Eligible Employee’s death or Disability) outside of the Change in Control Period. q. “Salary Severance” means the severance payments set forth in Section 3. r. “Tier” means the tier of severance benefits an Eligible Employee is entitled to receive under the Policy, depending on the designated role of the Eligible Employee on the date the right to severance benefits under the Policy is triggered through a Qualified Termination, as set forth below. i. “Tier 1” applies to the Company’s Chief Executive Officer. ii. “Tier 2” applies to the Company’s employees who fulfill the following designated roles, or such other roles as may be determined by the Board or the Compensation Committee from time to time: 1. President; Chief Financial Officer; Chief Risk Officer; General Counsel; Chief People Officer; Chief Revenue Officer; Chief Marketing Officer; Chief Accounting Officer iii. “Tier 3” applies to the Company’s employees who fulfill the following designated roles, or such other roles as may be determined by the Board or the Compensation Committee from time to time: 1. Senior Vice President, FP&A; Corporate Controller; Vice President, Corporate Development
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11 20. Additional Information: Plan Name: OneStream, Inc. Executive Change in Control and Severance Policy Plan Sponsor: OneStream, Inc. 191 N. Chester Street Birmingham, Michigan 48009 Identification Numbers: 502 Plan Year: Company’s Fiscal Year Plan Administrator: OneStream, Inc. Attention: Administrator of the OneStream, Inc. Executive Change in Control and Severance Policy 191 N. Chester Street Birmingham, Michigan 48009 Agent for Service of Legal Process: OneStream, Inc. Attention: General Counsel 191 N. Chester Street Birmingham, Michigan 48009 Service of process may also be made upon the Plan Administrator. Type of Plan Severance Plan/Employee Welfare Benefit Plan Plan Costs The cost of the Policy is paid by the Company. 21. Statement of ERISA Rights: Eligible Employees have certain rights and protections under ERISA: They may examine (without charge) all Policy documents, including any amendments and copies of all documents filed with the U.S. Department of Labor, such as the Policy’s annual report (Internal Revenue Service Form 5500). These documents are available for review in the Company’s Human Resources Department.
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12 They may obtain copies of all Policy documents and other Policy information upon written request to the Plan Administrator. A reasonable charge may be made for such copies. In addition to creating rights for Eligible Employees, ERISA imposes duties upon the people who are responsible for the operation of the Policy. The people who operate the Policy (called “fiduciaries”) have a duty to do so prudently and in the interests of Eligible Employees. No one, including the Company or any other person, may fire or otherwise discriminate against an Eligible Employee in any way to prevent them from obtaining a benefit under the Policy or exercising rights under ERISA. If an Eligible Employee’s claim for a severance benefit is denied, in whole or in part, they must receive a written explanation of the reason for the denial. An Eligible Employee has the right to have the denial of their claim reviewed. (The claim review procedure is explained above.) Under ERISA, there are steps Eligible Employees can take to enforce the above rights. For instance, if an Eligible Employee requests materials and does not receive them within thirty (30) days, they may file suit in a federal court. In such a case, the court may require the Administrator to provide the materials and to pay the Eligible Employee up to $110 a day until they receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If an Eligible Employee has a claim which is denied or ignored, in whole or in part, he or she may file suit in a state or federal court. If it should happen that an Eligible Employee is discriminated against for asserting their rights, he or she may seek assistance from the U.S. Department of Labor, or may file suit in a federal court. In any case, the court will decide who will pay court costs and legal fees. If the Eligible Employee is successful, the court may order the person sued to pay these costs and fees. If the Eligible Employee loses, the court may order the Eligible Employee to pay these costs and fees, for example, if it finds that the claim is frivolous. If an Eligible Employee has any questions regarding the Policy, please contact the Plan Administrator. If an Eligible Employee has any questions about this statement or about their rights under ERISA, they may contact the nearest area office of the Employee Benefits Security Administration (formerly the Pension and Welfare Benefits Administration), U.S. Department of Labor, listed in the telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C. 20210. An Eligible Employee may also obtain certain publications about their rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.
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A-1 EXHIBIT A Executive Change in Control and Severance Policy Participation Agreement This Participation Agreement (“Agreement”) is made and entered into by and between [NAME] on the one hand, and OneStream, Inc. (the “Company”) on the other. You have been designated as eligible to participate in the Company’s Executive Change in Control and Severance Policy (the “Policy”), a copy of which is attached hereto, pursuant to which you are eligible to receive the applicable Salary Severance, COBRA Benefit, Equity Benefits and Bonus Severance in the amounts set forth below upon a Qualified Termination, subject to the terms and conditions of the Policy. Capitalized terms used but not defined in this Agreement have the meanings given to them in the Policy. Upon a CIC Qualified Termination, you will be eligible to receive the following payments and benefits: • Salary Severance: [Tier 1: 18 months][Tier 2: 12 months][Tier 3: 6 months] • COBRA Benefit: [Tier 1: 18 months][Tier 2: 12 months] [Tier 3: 6 months] • Bonus Severance: [Tier 1: 100%][Tier 2: 50%][Tier 3: 25%] of applicable target bonus • Equity Benefits: [All Tiers: 100% acceleration of Company equity awards subject to time-based vesting, as determined in accordance with Section 5 of the Policy] Upon a Non-CIC Qualified Termination, you will be eligible to receive the following payments and benefits: • Salary Severance: [Tier 1: 12 months][Tier 2: 6 months] [Tier 3: 3 months] • COBRA Benefit: [Tier 1: 12 months][Tier 2: 6 months] [Tier 3: 3 months] • Bonus Severance: [All Tiers: None] • Equity Benefits: [All Tiers: None] You agree that the Policy and the Agreement constitute the entire agreement of the parties hereto and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties, and will specifically supersede any change in control or severance provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
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A-2 By its signature below, each of the parties signifies its acceptance of the terms of the Policy, in the case of the Company by its duly authorized officer effective as of the last date set forth below. ONESTREAM, INC. ELIGIBLE EMPLOYEE By: Signature: Date: Date:
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Exhibit 10.16 O NE S TREAM , I NC . December 1, 2025 John Kinzer Via Email Dear John: This letter agreement (the “Agreement”) is entered into between OneStream, Inc. (the “Company” or “we”) and you. This Agreement is effective as of December 2, 2025 (the “Effective Date”). 1.Appointment; Duties. You initially will serve as Strategic Advisor reporting directly to the Company’s Chief Executive Officer (the “CEO”) beginning on the Effective Date and ending on December 31, 2025. On January 1, 2026 (the “CFO Effective Date”), you will commence service as the Company’s interim Chief Financial Officer reporting directly to the CEO. In such roles, you will render such business and professional services in the performance of your duties, consistent with your then-current position within the Company, as reasonably be assigned by the CEO or the Company’s Board of Directors (the “Board”). 2.Term of Agreement. Unless agreed to in writing by the Company and you, this Agreement will continue until the earlier of the calendar day immediately prior to the one-year anniversary of the Effective Date or an earlier termination pursuant to Section 4. The period you are employed by the Company under this Agreement is referred to herein as the “Employment Term.” During the Employment Term, you will continue to serve as a member of the Board, subject to Section 3(g) of this Agreement. For purposes of this Agreement, your employment with the Company includes employment with the Company’s subsidiary OneStream Software LLC during the Employment Term. 3.Compensation and Benefits. (a) Base Salary. Your rate of annual base salary during the Employment Term will be $500,000 per year, less applicable withholding, which will be paid in accordance with the Company’s normal payroll procedures. (b) Annual Bonus Opportunity. Beginning as of the CFO Effective Date, your target bonus opportunity for the Employment Term will be 75% of your annual base salary (the “Target Bonus”). Your actual bonus shall be based upon achievement of performance objectives to be determined by the Board or the Compensation, Nominating and Governance Committee of the Board (the “Committee”) in its sole and absolute discretion. The Target Bonus will be paid as soon as practicable after the Board or the Committee determines that the performance objectives have been achieved, provided that you must remain a service provider of the Company through the date a bonus is paid in order to earn such bonus, subject to Section 4 below.
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- 2 - (c) Employee Benefits. As a full-time employee, you will be eligible to participate in the Company’s standard benefit plans as in effect from time to time, on the same basis as those benefit plans are generally made available to other similarly situated executives of the Company. Such benefit plans are subject to change, and may be supplemented, altered, or eliminated, in part or entirely. Any eligibility to participate in such benefits plans, as well as the terms thereof, shall be as set forth in the governing documents for such plans, or there are no such governing documents, in the Company’s policies. (d) Equity Award. We will recommend to the Board or the Committee that you receive an award of Company restricted stock units (“RSUs”) with a grant date fair value of approximately $2,000,000 (the “RSU Award”). The number of RSUs subject to the RSU Award will be determined by dividing $2,000,000 by the volume-weighted average closing price of the Company’s Class A common stock as reported on the Nasdaq for the 30 calendar days immediately preceding the RSU Award grant date. Subject to Section 4, one hundred percent (100%) of the RSUs subject to the RSU Award will vest on the day immediately prior to the one (1) year anniversary of the Effective Date, subject to you continuing to be a “Service Provider” (as defined in the Company’s 2024 Equity Incentive Plan (the “Plan”)) through the vesting date. The RSUs will be subject to the terms and conditions of the Plan and a restricted stock unit award agreement thereunder. (e) Expenses. You will be entitled to receive prompt reimbursement for all reasonable expenses incurred by you in the furtherance of or in connection with the performance of your duties hereunder, in accordance with the applicable policy of the Company, as in effect from time to time. In the event that any expense reimbursements are taxable to you, such reimbursements will be made in the time frame specified by Treasury Regulation Section 1.409A-3(i)(1)(iv) unless another time frame that complies with or is exempt from Section 409A is specified in the Company’s expense reimbursement policy. (f) Vacation. You will be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time. (g) Non-Eligibility for Director Compensation. During the Employment Term, you will not be eligible to receive any compensation, equity awards or other benefits pursuant to the terms of the Company’s Outside Director Compensation Policy (the “Director Compensation Policy”). However, you will be entitled to receive the prorated amount of any earned but unpaid cash retainers for your service on the Board or a Board committee prior to the Effective Date in accordance with the Director Compensation Policy. In addition, any outstanding Company equity awards previously granted to you under the Director Compensation Policy will continue to vest in accordance with their terms. 4.Separation Benefits. If, during the Employment Term, your employment is terminated (i)(A) by the Company without Cause (excluding by reason of your death or Disability), or (B) due to your resignation for Good Reason, in either case, within three (3) months prior to or twelve (12) months following a Change in Control, or (ii) your employment is terminated by the Company in connection with the commencement of employment of a permanent chief financial officer of the Company as determined by the Company in its sole discretion (“New CFO Appointment”), you will receive (a) a lump-sum payment in cash (less applicable withholding
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- 3 - taxes) equal to your Target Bonus, pro-rated through your termination date, based on actual achievement of the applicable 2026 performance objectives as determined by the Committee (and less any amounts previously paid to you based on 2026 performance under the bonus plan) and payable on the first Company payroll date following the effectiveness of the Release (as defined below) or, if later, the date 2026 annual bonuses are paid to the Company’s other executive officers, and (b) accelerated vesting of 100% of the RSUs subject to the RSU Award. The foregoing separation benefits are conditioned on you executing and not revoking a separation agreement and release of claims in a form acceptable to the Company (the “Release”), which must become effective and irrevocable no later than the 60th day following your termination of employment (the “Release Deadline”) If the Release does not become effective and irrevocable by the Release Deadline, you will forfeit any right to separation payments or benefits under this Agreement. In no event will separation payments or benefits be paid or provided until the Release becomes effective and irrevocable. Upon the date of the New CFO Appointment, you will resign as the Company’s Chief Financial Officer and from all officer and director positions with the Company or any of its affiliates and subsidiaries, except that you will, subject to applicable law and regulations, continue to serve on the Board and any applicable Board committees. 5.Defined Terms. (a) “Cause” means: (i) an act of material personal dishonesty made by you in connection with your responsibilities as an employee; (ii) your conviction of, or plea of nolo contendere to, a felony or any crime involving fraud or embezzlement; (iii) your gross misconduct in connection with your responsibilities as an employee; (iv) your unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company; (v) your willful breach of any obligations under any written agreement or covenant with the Company; or (vi) your willful failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested your cooperation. (b) “Change in Control” shall have the meaning defined in the Plan. (c) “Disability” means that you are unable to perform your duties as the result of your incapacity due to physical or mental illness, and such inability, at least 26 weeks after its commencement or 180 days in any consecutive twelve (12)-month period, is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to you or your legal representative (such agreement as to acceptability not to be unreasonably withheld). Termination resulting from Disability may only be effected after at least 30 days’ written notice by the Company of its intention to terminate your employment. If you resume performance of substantially all of your duties hereunder before the termination of your employment becomes effective, the notice of intent to terminate will automatically be deemed to have been revoked. (d) “Good Reason” means your resignation within 30 days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without your express written consent (i) a material reduction of your duties, authorities or responsibilities (for avoidance of doubt, you not being the chief financial officer of a publicly-traded parent entity following such Change in Control will be considered a material
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- 4 - reduction of duties, authority or responsibilities); (ii) a material reduction in your annual rate of base salary or annual target bonus; provided, however, that a one-time reduction in your annual rate of base salary of 10% or less that is also applied to substantially all of the Company’s other executive officers will not be deemed a material reduction; (iii) a material change in the geographic location of your primary work facility or location; provided, that a relocation of less than 35 miles from your then present location or to your home as the primary work location will not be considered a material change in geographic location; or (iv) a material breach by the Company of the terms of the Agreement. Your resignation will not be deemed to be for Good Reason unless you have first provided the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within 90 days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than 30 days following the date the Company receives such notice, and such condition has not been cured during such period. 6.Proprietary Information and Inventions Agreement. As an employee of the Company, you will have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, you agree to sign a confidentiality agreement on the Company’s standard form (the “Employee Confidential Information and Inventions Assignment Agreement”). 7.At-Will Employment. You acknowledge and agree that your employment with the Company will be “at-will” employment and may be terminated at any time with or without cause or notice. You understand and agree that neither your job performance nor commendations, bonuses, or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of your employment with the Company. You further acknowledge and agree that the Company may modify job titles, salaries and benefits from time to time as it deems necessary. However, as described in this Agreement, you may be eligible to receive severance benefits depending on the circumstances of the termination of your employment with the Company. 8.Tax Matters. (a) Withholding. All payments made under this Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law, and you will be solely responsible for any and all taxes arising in connection with this Agreement and compensation paid or payable to you, including but not limited to any taxes, penalties and interest, if any, arising under Section 409A. (b) Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any final regulations and guidance thereunder and any applicable state law equivalent, as each may be amended or promulgated from time to time (“Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities will be interpreted to so be exempt or comply. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.
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- 5 - (c) Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities. 9.Entire Agreement, Amendment and Enforcement. This Agreement and the Confidentiality Agreement supersede and replace any prior agreements, representations or understandings (whether written, oral, implied or otherwise) between you and the Company, and constitute the complete agreement between you and the Company regarding the subject matter set forth herein. This Agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Michigan without regard to the principles of conflict of laws thereof. 10.Miscellaneous. (a) Arbitration. You that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from your service to the Company, will be subject to arbitration in accordance with the provisions of the Confidentiality Agreement. (b) Successors. In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. (c) Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. (d) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. (e) Acknowledgment. You acknowledge that you have had the opportunity to discuss this Agreement with and obtain advice from your private attorney, have had sufficient time to, and have carefully read and fully understand all the provisions of this Agreement, and are knowingly and voluntarily entering into this Agreement. * * * * *
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[Signature page to Employment Letter] We are extremely excited about your employment with the Company! Please indicate your acceptance of this Agreement, and confirmation that it contains our complete agreement regarding the terms and conditions of your employment, by signing the bottom portion of this Agreement and returning a copy to me. Very truly yours, O NE S TREAM , I NC . By: /s/ Tom Shea Tom Shea Chief Executive Officer I have read and accept this Agreement: /s/ John Kinzer Dated: December 1, 2025
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Exhibit 10.17 TRANSITION AGREEMENT AND RELEASE This Transition Agreement and Release (“Transition Agreement”) is made by and between William Koefoed (“Executive” or “Mr. Koefoed”), OneStream, Inc. (“Parent”) and OneStream Software LLC (“Company” and together with Parent, “OneStream”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Executive currently serves as OneStream’s Chief Financial Officer; WHEREAS, Executive signed a Confirmatory Employment Letter with Parent effective June 20, 2024 (the “Employment Agreement”), and a participation agreement under the Parent Executive Change in Control and Severance Policy (the “Severance Agreement”); WHEREAS, Executive signed an At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement with the Company dated September 28, 2019 (the “Confidentiality Agreement”); WHEREAS, Executive previously was granted awards of stock options (“2024 Plan Stock Options”) and restricted stock units of Parent, in each case, that are outstanding as of the date hereof (each, a “Parent Equity Award”) subject to the terms and conditions of Parent’s 2024 Equity Incentive Plan and any award agreement memorializing the Parent Equity Awards (the plan and award agreements together, the “Parent Equity Agreements”); WHEREAS, the Executive previously was granted options to purchase common units of Company pursuant to the OneStream Software LLC 2019 Common Unit Option Plan (together with the 2024 Plan Stock Options, the “OneStream Stock Options”) and Executive was previously granted Company incentive units (each, “Company Equity Awards” and plan, along with the option agreements and Company incentive units, the “Company Equity Agreements”); and WHEREAS, the Parties have agreed that Executive will separate from employment with Parent and the Company effective April 1, 2026, and desire to enter into this Transition Agreement to provide an orderly transition of Executive’s duties and responsibilities through Executive’s last day of employment. NOW, THEREFORE, in consideration of the mutual promises made herein, the Parties hereby agree as follows: COVENANTS 1. Consideration. a. Transition Period. i. Until December 31, 2025, Executive will continue to serve in the role of Chief Financial Officer of OneStream and carry out all duties and responsibilities associated with that role and any other duties and responsibilities reasonably assigned to him by OneStream’s Chief Executive Officer (the “CEO”) or Parent’s Board of Directors (the “Board”), and be employed with OneStream on the terms set forth in this Transition Agreement and the Employment Agreement. ii. As of December 31, 2025, the Executive hereby resigns as an officer of Parent and as an officer and director of all of the subsidiaries and affiliates of Parent and the Company, and agrees to undertake an orderly transition of his duties in those roles. As part of his orderly transition, the
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2 Executive agrees to execute any documents or other forms necessary to effectuate or document his resignation as a matter of local, state, federal, or international law and to take any further steps to effectuate the foregoing resignations in accordance with the instructions of the Board. iii. For the period from January 1, 2026 through April 1, 2026 or, if earlier, the date Executive’s employment terminates (the actual date that Executive’s employment with OneStream terminates, the “Actual Separation Date”), Mr. Koefoed will continue his employment with OneStream in a non-executive capacity in the role of Senior Advisor reporting to the CEO. Associated with his Senior Advisor role, Mr. Koefoed will be expected to effectively transition Mr. Koefoed’s knowledge, duties and responsibilities to the Interim Chief Financial Officer (the “Interim CFO”) and advise on matters requested by the Board, CEO or Interim CFO. As Senior Advisor, Mr. Koefoed will only attend meetings as reasonably requested by OneStream. iv. Until his Actual Separation Date, Executive will continue to receive Executive’s regular base salary as in effect as of December 31, 2025, be eligible to receive a bonus under the Company’s 2025 bonus plan on the same terms as in effect as of December 31, 2025, be eligible to participate in then-available Company benefit plans as a full time employee, and vest in the outstanding Parent Equity Awards and Company Equity Awards, subject to the terms and conditions of the Parent Equity Agreements and the Company Equity Agreements, as applicable. v. Nothing in this Transition Agreement alters Executive’s at-will employment with OneStream until the Actual Separation Date. As a result, Executive is free to terminate Executive’s employment at any time, for any reason or for no reason, and the Company is free to terminate Executive’s employment at any time, for any reason or for no reason. If (1) Executive’s employment is terminated without Cause (as defined in the Severance Agreement) prior to April 1, 2026, (2) Executive returns all OneStream property on or before the Actual Separation Date and (3) Executive timely signs and returns the Confirmatory Release Agreement (as defined below) to OneStream, Executive will receive the compensation and benefits that Executive otherwise would have received had he remained employed through April 1, 2026 (collectively, the “Potential Severance”), which constitute: (w) the balance of Executive’s base salary through April 1, 2026, payable in regular installments, less applicable withholding, (x) any unpaid portion of Executive’s bonus under OneStream’s 2025 bonus plan as if Executive remained employed through the bonus payment date, less applicable withholding, (y) reimbursement for COBRA premiums for Executive and his eligible dependents through April 1, 2026, subject to Executive timely electing and remaining eligible for COBRA coverage, and (z) immediate vesting of the outstanding Parent Equity Awards and Company Equity Awards that, in each case, otherwise would have vested through April 1, 2026 subject to the terms and conditions of the Parent Equity Agreements and the Company Equity Agreements, as applicable. b. Confirmatory Release Agreement. In exchange for (i) the Potential Severance and/or (ii) the extension of time to exercise vested OneStream Stock Options until December 31, 2026 (subject to earlier termination in accordance with a change in control or similar transaction in accordance with the applicable Parent Equity Agreements or Company Equity Agreements ) (such benefit under clause (ii), the “Option Exercise Benefit”), Executive agrees to execute the Confirmatory Release Agreement attached hereto as Exhibit A (the “Confirmatory Release Agreement”) within the time period set forth therein, which agreement will serve to cover the time period from the Transition Agreement Effective Date (as defined below) through the Confirmatory Release Effective Date (as defined in the Confirmatory Release Agreement) and cover claims not released herein; provided, however, the Parties agree to modify the Confirmatory Release Agreement to comply with any new laws that become applicable prior to the Actual Separation Date. Executive agrees that Executive cannot sign the Confirmatory Release Agreement prior to the Actual Separation Date. Further, Executive understands and agrees that Executive will only be
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3 entitled to the Potential Severance and Option Exercise Benefit, as applicable, if Executive signs and does not revoke the Confirmatory Release Agreement within the time allotted in this Section 1.b. c. Acknowledgment. Executive hereby acknowledges that without this Transition Agreement, Executive is not otherwise entitled to the consideration listed in this Section 1. 2. Release of Claims. Executive agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company and the Parent, their parents and subsidiaries, and their current and former: officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer, insurers, trustees, divisions, parents, subsidiaries, predecessor and successor corporations, and assigns (collectively, the “Releasees”). Executive, on Executive’s own behalf and on behalf of Executive’s respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages without limitation: a. any and all claims relating to or arising from Executive’s relationship with Parent, the Company or any of their subsidiaries and the termination of that relationship; b. any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase, or ownership, of shares of stock or other equity interests of Parent, the Company or any of their subsidiaries, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; c. any and all claims under the law of any jurisdiction, including, but not limited to, wrongful discharge of employment, constructive discharge from employment, termination in violation of public policy, discrimination, harassment, retaliation, breach of contract (both express and implied), breach of covenant of good faith and fair dealing (both express and implied), promissory estoppel, negligent or intentional infliction of emotional distress, fraud, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, unfair business practices, defamation, libel, slander, negligence, personal injury, assault, battery, invasion of privacy, false imprisonment, conversion, and disability benefits; d. any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, the following, each as may be amended, and except as prohibited by law: Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Equal Pay Act, the Fair Labor Standards Act, the Fair Credit Reporting Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Immigration Reform and Control Act, the Michigan Elliott-Larsen Civil Rights Act; the Michigan Workforce Opportunity Wage Act; the Michigan Persons With Disabilities Civil Rights Act; the Michigan Whistleblowers’Protection Act; the Michigan Payment of Wages and Fringe Benefits Act; the Michigan Occupational Safety and Health Act; the Michigan Social Security Number Privacy Act; the Michigan Bullard-Plawecki Employee Right to Know Act; the Michigan Sales Representatives Commission Act; the Michigan Internet Privacy Protection Act; and the Michigan Persons with Disabilities Civil Rights Act; e. any and all claims for violation of the federal or any state constitution;
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4 f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any proceeds received by Executive from the Parent, the Company or any of their subsidiaries; and h. any and all claims for attorneys’ fees and costs. Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Transition Agreement. This release does not release claims that cannot be released as a matter of law. Any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with this Transition Agreement, except as required by applicable law. This release does not extend to any right Executive may have to unemployment compensation benefits or workers’ compensation benefits. For the avoidance of doubt, this Transition Agreement does not relinquish any rights Executive has to indemnification pursuant to the Indemnification Agreement he previously executed with Parent and the Company (the “Indemnification Agreement”) or as otherwise available under applicable law, including any rights to indemnification pursuant to ongoing litigation involving OneStream and you as parties as of the date hereof. 3. Acknowledgment of Waiver of Claims under ADEA. Executive understands and acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Executive understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date Executive signs this Transition Agreement. Executive understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled. Executive further understands and acknowledges that Executive has been advised by this writing that: (a) Executive should consult with an attorney prior to executing this Transition Agreement; (b) Executive has had more than twenty-one (21) days within which to consider this Transition Agreement; (c) Executive has seven (7) days following Executive’s execution of this Transition Agreement to revoke this Transition Agreement; (d) this Transition Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Transition Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. Executive acknowledges and understands that revocation must be accomplished by a written notification to the Company’s and Parent’s undersigned that is received prior to the Transition Agreement Effective Date. The Parties agree that changes, whether material or immaterial, do not restart the running of the 21-day period. 4. Payment of Compensation and Receipt of All Benefits. Executive acknowledges and represents that the Company and Parent have paid or provided all salary, wages, bonuses, vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, equity awards, vesting, and any and all other benefits and compensation due to Executive and that he is not otherwise eligible to receive any additional compensation beyond what is set forth in Section 1.
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5 5. Benefits. Executive’s health insurance benefits shall cease on the Actual Separation Date, subject to Executive’s right to continue Executive’s health insurance under COBRA. Executive’s participation in all benefits and incidents of employment, including, but not limited to, vesting in Parent or Company equity awards, and the accrual of bonuses, vacation, and paid time off, ceased as of the Actual Separation Date. 6. No Pending or Future Lawsuits. Executive represents that, with respect to the claims released herein, Executive has no lawsuits, claims, or actions pending in Executive’s name, or on behalf of any other person or entity, against Parent, the Company or any of the other Releasees. Executive also represents that Executive does not intend to bring any claims on Executive’s own behalf or on behalf of any other person or entity against the Company, the Parent, or any of the other Releasees. 7. Arbitration. THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS TRANSITION AGREEMENT, THEIR INTERPRETATION, EXECUTIVE’S EMPLOYMENT WITH THE COMPANY OR THE TERMS THEREOF, AND ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO BINDING ARBITRATION UNDER THE FEDERAL ARBITRATION ACT (THE “FAA”). THE FAA’S SUBSTANTIVE AND PROCEDURAL RULES SHALL GOVERN AND APPLY TO THIS ARBITRATION AGREEMENT WITH FULL FORCE AND EFFECT, AND ANY STATE COURT OF COMPETENT JURISDICTION MAY STAY PROCEEDINGS PENDING ARBITRATION OR COMPEL ARBITRATION IN THE SAME MANNER AS A FEDERAL COURT UNDER THE FAA. EXECUTIVE AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, EXECUTIVE MAY BRING ANY SUCH ARBITRATION PROCEEDING ONLY IN EXECUTIVE’S INDIVIDUAL CAPACITY. ANY ARBITRATION WILL OCCUR IN THE COUNTY IN THE STATE OF MICHIGAN WHERE EXECUTIVE PERFORMED WORK FOR THE COMPANY, BEFORE JAMS, PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (“JAMS RULES”), EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION. THE PARTIES AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION, AND MOTIONS TO DISMISS AND DEMURRERS, APPLYING THE STANDARDS SET FORTH UNDER THE MICHIGAN CIVIL RULES. THE PARTIES AGREE THAT THE ARBITRATOR SHALL ISSUE A WRITTEN DECISION ON THE MERITS. THE PARTIES ALSO AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW, AND THAT THE ARBITRATOR MAY AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, WHERE PERMITTED BY APPLICABLE LAW. THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE ARBITRATOR SHALL APPLY SUBSTANTIVE MICHIGAN LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY JURISDICTION. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE
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6 RELATING TO THIS TRANSITION AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE. SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS PARAGRAPH CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN. 8. Unknown Claims. Executive acknowledges that Executive has been advised to consult with legal counsel and that Executive is familiar with the principle that a general release does not extend to claims that the releaser does not know or suspect to exist in Executive’s favor at the time of executing the release, which, if known by Executive, must have materially affected Executive’s settlement with the releasee. Executive, being aware of said principle, agrees to expressly waive any rights Executive may have to that effect, as well as under any other statute or common law principles of similar effect. 9. No Admission of Liability. Executive understands and acknowledges that this Transition Agreement constitutes a compromise and settlement of any and all actual or potential disputed claims by Executive covered by the release set forth in Sections 2 and 3 above. No action taken by Parent or the Company, either previously or in connection with this Transition Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by Parent or the Company of any fault or liability whatsoever to Executive or to any third party. For the avoidance of doubt, this Transition Agreement does not relinquish any rights Executive has to indemnification pursuant to the Indemnification Agreement or as otherwise available under applicable law. 10.Costs. The Parties shall each bear their own costs, attorneys’ fees, and other fees incurred in connection with the preparation of this Transition Agreement. 11.Authority. Parent and the Company each represent and warrant that the undersigned has the authority to act on behalf of Parent or the Company (as applicable) and to bind Parent or the Company (as applicable) to the terms and conditions of this Transition Agreement. Executive represents and warrants that Executive has the capacity to act on Executive’s own behalf and on behalf of all who might claim through Executive to bind them to the terms and conditions of this Transition Agreement. Each Party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein. 12.Protected Activity. Executive understands that nothing in this Transition Agreement shall in any way limit or prohibit Executive from engaging in any Protected Activity. “Protected Activity” includes: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, and the Occupational Safety and Health Administration (“Government Agencies”); and/or (ii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful. Notwithstanding the foregoing, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company or Parent trade secrets, proprietary information, or confidential information that does not involve unlawful acts in the workplace or the activity otherwise protected herein. Executive further understands that Protected Activity does not include the disclosure of any Company or Parent attorney-client privileged communications or attorney work product. In addition, pursuant to the Defend Trade Secrets Act of 2016, Executive is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made
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7 under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Finally, nothing in this Transition Agreement constitutes a waiver of any rights Executive may have under the Sarbanes-Oxley Act. 13.Nondisparagement. Subject to the Protected Activity provision above, Executive agrees to refrain from any disparagement, defamation, libel, or slander of any of the Releasees, and agrees to refrain from any tortious interference with the contracts and relationships of any of the Releasees. The Company and Parent agree to instruct the members of their boards of directors and their C-suite executives to not disparage Executive for so long as such board members or executives remain employed by the Company or Parent (as applicable). 14.Access to Counsel; No Other Representations. Executive represents that Executive has had an opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Transition Agreement. Executive has not relied upon any representations or statements made by the Company that are not specifically set forth in this Transition Agreement. 15.Attorneys’ Fees. If any Party brings an action to enforce or effect its rights under this Transition Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, and reasonable attorneys’ fees incurred in connection with such an action. 16.Entire Agreement. This Transition Agreement represents the entire agreement and understanding between the Parties concerning the subject matter of this Transition Agreement and Executive’s employment with and termination from OneStream and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Transition Agreement and Executive’s relationship(s) with OneStream, including the Severance Agreement, but with the exception of the Employment Agreement (as modified by this Transition Agreement), the Confidentiality Agreement, the Parent Equity Agreements and Company Equity Agreements (in each case, except as amended hereby), the Indemnification Agreement and Parent’s Compensation Recovery Policy, as it may be hereinafter amended to comply with applicable law (the “Clawback Policy”). 17.Breach. In addition to the rights provided in Section 6 above, Executive acknowledges and agrees that any breach of this Transition Agreement or of the Confidentiality Agreement shall entitle the Company immediately to recover and/or cease providing the consideration provided to Executive under this Transition Agreement and the Confirmatory Release and to obtain damages, except as provided by law. 18.Governing Law and No Oral Modification. This Transition Agreement shall be governed by the laws of the State of Michigan, without regard for choice-of-law provisions. This Transition Agreement may only be amended in a writing signed by Executive and the Chief Executive Officer of OneStream. 19.Transition Agreement Effective Date. Executive understands that this Transition Agreement shall be null and void if not executed by Executive within twenty-one (21) calendar days after Executive’s receipt of the Transition Agreement. In the event Executive signs this Transition Agreement and returns it to OneStream in less than the period identified above, Executive hereby acknowledges that Executive has knowingly and voluntarily chosen to waive the time period allotted for considering this Transition Agreement. Each Party has seven (7) days after that Party signs this Transition Agreement to revoke it. This Transition Agreement will become effective on the eighth (8th) day after Executive signed
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8 this Transition Agreement, so long as it has been signed by the Parties and has not been revoked by either Party before that date (the “Transition Agreement Effective Date”). 20.Severability and Counterparts. If any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Transition Agreement shall continue in full force and effect without said provision or portion of provision. This Transition Agreement may be executed in counterparts and each counterpart shall be deemed an original and all of which counterparts taken together shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. The counterparts of this Transition Agreement may be executed and delivered by facsimile, photo, email PDF, or other electronic transmission or signature. 21.Voluntary Execution of Agreement. Executive understands and agrees that Executive has executed this Transition Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company, the Parent, or any third party, with the full intent of releasing his claims against Parent, the Company and any other Releasees as set forth herein. (intentionally blank; signature page follows)
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[Signature Page to Transition Agreement] IN WITNESS WHEREOF, the Parties have executed this Transition Agreement on the respective dates set forth below. EXECUTIVE, an individual Dated: December 31, 2025 /s/ William Koefoed William Koefoed PARENT Dated: December 29, 2025 /s/ Tom Shea By: Tom Shea Its: Chief Executive Officer COMPANY Dated: December 29, 2025 /s/ Tom Shea By: Tom Shea Its: Chief Executive Officer
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A-1 EXHIBIT A CONFIRMATORY RELEASE AGREEMENT This Confirmatory Release Agreement (the “Agreement”) is made by and between the Parties. The terms contained herein shall have the meaning set forth in the Transition Agreement unless otherwise defined herein. RECITALS WHEREAS, Executive’s employment with OneStream terminated effective (the “Separation Date”); WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Executive may have against the Company, the Parent, and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Executive’s relationship(s) with the Company or Parent or the end of such relationship(s); and NOW, THEREFORE, in consideration of the mutual promises made herein, the Parties hereby agree as follows: COVENANTS 1. Consideration. In consideration of Executive’s execution and non-revocation (pursuant to Section 3 herein) of this Agreement and Executive’s fulfillment of all of its terms and conditions, Parent agrees to provide the Executive with the Potential Severance pursuant to Section 1.a.iv. of the Transition Agreement and/or the Option Exercise Benefits. 2. Release of Claims. Executive agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company and the Parent, their parents and subsidiaries, and their current and former: officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, professional employer organization or co-employer, insurers, trustees, divisions, parents, subsidiaries, predecessor and successor corporations, and assigns (collectively, the “Releasees”). Executive, on Executive’s own behalf and on behalf of Executive’s respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Executive signs this Agreement, including, without limitation: including, but not limited to, the following: (a) claims arising under the federal or any state constitution; (b) claims for breach of contract, breach of public policy, physical or mental harm or distress; (c) any claim for attorneys’ fees and costs; (d) any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of, shares of stock of Parent; and (e) any and all other claims arising from Executive’s employment relationship with the Company or the termination of that relationship. Executive agrees that, with respect to the claims released herein, Executive will not file any legal action asserting any such claims. Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to: (i) any obligations incurred under this Agreement; or (ii) claims that cannot be released as a matter of law. For the avoidance of doubt, this Agreement does not relinquish any rights Executive has to Executive’s Indemnification Agreement or as otherwise available under applicable law, including any rights to indemnification pursuant to ongoing litigation involving OneStream and you as parties as of the date hereof.
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A-2 3. Acknowledgment of Waiver of Claims under ADEA. Executive understands and acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Executive understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date Executive signs this Agreement. Executive understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled. Executive further understands and acknowledges that Executive has been advised by this writing that: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has had more than twenty-one (21) days within which to consider this Agreement; (c) Executive has seven (7) days following Executive’s execution of this Agreement to revoke this Agreement; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. Executive acknowledges and understands that revocation must be accomplished by a written notification to the Company’s and Parent’s undersigned that is received prior to the Confirmatory Release Effective Date. The Parties agree that changes, whether material or immaterial, do not restart the running of the 21-day period. 4. Arbitration. THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, EXECUTIVE’S EMPLOYMENT WITH THE COMPANY OR THE TERMS THEREOF, AND ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO BINDING ARBITRATION UNDER THE FEDERAL ARBITRATION ACT (THE “FAA”). THE FAA’S SUBSTANTIVE AND PROCEDURAL RULES SHALL GOVERN AND APPLY TO THIS ARBITRATION AGREEMENT WITH FULL FORCE AND EFFECT, AND ANY STATE COURT OF COMPETENT JURISDICTION MAY STAY PROCEEDINGS PENDING ARBITRATION OR COMPEL ARBITRATION IN THE SAME MANNER AS A FEDERAL COURT UNDER THE FAA. EXECUTIVE AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, EXECUTIVE MAY BRING ANY SUCH ARBITRATION PROCEEDING ONLY IN EXECUTIVE’S INDIVIDUAL CAPACITY. ANY ARBITRATION WILL OCCUR IN THE COUNTY IN THE STATE OF MICHIGAN WHERE EXECUTIVE PERFORMED WORK FOR THE COMPANY, BEFORE JAMS, PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (“JAMS RULES”), EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION. THE PARTIES AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION, AND MOTIONS TO DISMISS AND DEMURRERS, APPLYING THE STANDARDS SET FORTH UNDER THE MICHIGAN CIVIL RULES. THE PARTIES AGREE THAT THE ARBITRATOR SHALL ISSUE A WRITTEN DECISION ON THE MERITS. THE PARTIES ALSO AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW, AND THAT THE ARBITRATOR MAY AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, WHERE PERMITTED BY APPLICABLE LAW. THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE ARBITRATOR SHALL APPLY SUBSTANTIVE MICHIGAN LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF- LAW PROVISIONS OF ANY JURISDICTION. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND
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A-3 COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN BY REFERENCE. SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS PARAGRAPH CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN. 5. Return of Property. Executive’s signature below constitutes Executive’s certification under penalty of perjury that Executive has returned all Company and Parent property and information, and, to the extent any additional copies of Company and Parent property or information is on Executive’s personal devices or storage spaces, Executive has taken all necessary steps to permanently delete or destroy all such property and documents from such locations, with the exception of a copy of any Employee Handbook and personnel documents specifically relating to Executive, which Executive may keep. 6. Breach. In addition to the rights provided in the “Attorneys’ Fees” Section below and within the Transition Agreement, Executive acknowledges and agrees that any material breach of this Agreement, unless such breach constitutes a legal action by Executive challenging or seeking a determination in good faith of the validity of the waiver herein under the ADEA, the Transition Agreement or the Confidentiality Agreement, shall entitle Parent or the Company to immediately to recover and/or cease providing the consideration provided to Executive under the Transition Agreement and this Agreement and to obtain damages, except as provided by law. 7. Entire Agreement. This Agreement (together with the Transition Agreement) a represents the entire agreement and understanding between the Parties concerning the subject matter of this Agreement and Executive’s termination and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Transition Agreement and Executive’s relationship(s) with Parent and the Company, including the Employment Agreement (as modified by this Transition Agreement), but with the exception of the Confidentiality Agreement, the Parent Equity Agreements, the Company Equity Agreements, the Indemnification Agreement, the Insider Trading Policy and the Clawback Policy. 8. No Cooperation. Subject to the Protected Activity provision, Executive agrees that Executive will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Releasees, unless under a subpoena or other court order to do so or upon written request from an administrative agency or the legislature. Executive agrees both to immediately notify OneStream upon receipt of any such subpoena or court order or written request from an administrative agency or the legislature, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order or written request from an administrative agency or the legislature. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees, Executive shall state no more than that Executive cannot provide counsel or assistance.
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A-4 9. Protected Activity Not Prohibited. Executive understands that nothing in this Agreement shall in any way limit or prohibit Executive from engaging in any Protected Activity. Protected Activity includes: (i) filing and/or pursuing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, and the Occupational Safety and Health Administration (“Government Agencies”); and/or (ii) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful. Notwithstanding the foregoing, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any Company or Parent trade secrets, proprietary information, or confidential information that does not involve unlawful acts in the workplace or the activity otherwise protected herein. Executive further understands that Protected Activity does not include the disclosure of any Company or Parent attorney-client privileged communications or attorney work product. Finally, nothing in this Agreement constitutes a waiver of any rights Executive may have under the Sarbanes-Oxley Act. 10.Nondisparagement. Subject to the Protected Activity provision above, Executive agrees to refrain from any disparagement, defamation, libel, or slander of any of the Releasees, and agrees to refrain from any tortious interference with the contracts and relationships of any of the Releasees. The Company and Parent agree to instruct the members of their boards of directors and their C-suite executives to not disparage Executive for so long as such board members or executives remain employed or engaged as directors by the Company or Parent (as applicable). 11.No Admission of Liability. Executive understands and acknowledges that with respect to all claims released herein, this Agreement constitutes a compromise and settlement of any and all actual or potential disputed claims by Executive unless such claims were explicitly not released by the release in this Agreement. No action taken by Parent or the Company hereto, either previously or in connection with this Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by Parent or the Company of any fault or liability whatsoever to Executive or to any third party. 12.Costs. The Parties shall each bear their own costs, attorneys’ fees, and other fees incurred in connection with the preparation of this Agreement. 13.Authority. Parent and the Company represent and warrant that the undersigned has the authority to act on behalf of Parent and the Company (as applicable) and to bind Parent and the Company and all who may claim through it to the terms and conditions of this Agreement. Executive represents and warrants that Executive has the capacity to act on Executive’s own behalf and on behalf of all who might claim through Executive to bind them to the terms and conditions of this Agreement. Each Party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein. 14.Severability. If any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision. 15.Attorneys’ Fees. If either Party brings an action to enforce or effect its rights under this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, and reasonable attorneys’ fees incurred in connection with such an action.
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A-5 16.No Oral Modification. This Agreement may only be amended in a writing signed by Executive and the Chief Executive Officer of OneStream. 17.Governing Law. This Agreement shall be governed by the laws of the State of Michigan, without regard for choice-of-law provisions. Executive consents to personal and exclusive jurisdiction and venue in the State of Michigan. 18.Confirmatory Release Effective Date. Executive understands that this Agreement shall be null and void if not executed by Executive within the later of (i) five (5) business days after the Separation Date and (ii) twenty-one (21) calendar days after Executive’s receipt of the Transition Agreement. In the event Executive signs this Agreement and returns it to Parent and the Company in less than the greater of the two periods identified above, Executive hereby acknowledges that Executive has knowingly and voluntarily chosen to waive the time period allotted for considering this Agreement. Each Party has seven (7) days after that Party signs this Agreement to revoke it. This Agreement will become effective on the eighth (8th) day after Executive signed this Agreement, so long as it has been signed by the Parties and has not been revoked by either Party before that date (the “Confirmatory Release Effective Date”). 19.Counterparts. This Agreement may be executed in counterparts and each counterpart shall be deemed an original and all of which counterparts taken together shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. The counterparts of this Agreement may be executed and delivered by facsimile, photo, email PDF, or other electronic transmission or signature. 20.Voluntary Execution of Agreement; No Representations. Executive understands and agrees that Executive executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of Parent, the Company, or any third party, with the full intent of releasing all of Executive’s claims against Parent, the Company, and any of the other Releasees. Executive represents that Executive has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of Executive’s own choice or has elected not to retain legal counsel. Executive further represents that Executive has carefully read this Agreement and understands terms and consequences and legal and binding effect of this Agreement and of the releases it contains. Executive has not relied upon any representations or statements made by Parent or the Company that are not specifically set forth in this Agreement. (Intentionally blank; signature page follows)
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[Signature Page to Confirmatory Release Agreement] IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below. EXECUTIVE, an individual Dated: William Koefoed PARENT Dated: By: Tom Shea Its: Chief Executive Officer COMPANY Dated: By: Tom Shea Its: Chief Executive Officer
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Exhibit 10.18 O NE S TREAM , I NC . Confirmatory Employment Letter February 25, 2026 Kenneth Hohenstein Via email Dear Kenneth: This letter agreement (the “Agreement”) is entered into between OneStream, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment. 1.Position. Your current title is Chief Revenue Officer of the Company. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full ‑ time or part-time) without the prior approval of the Company’s Board of Directors (the “Board”). By signing this Agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. 2.Compensation and Benefits. (a) Base Salary. Your rate of annual base salary as of the Effective Date will continue to be $540,000 per year, less applicable withholding, which will be paid in accordance with the Company’s normal payroll procedures. (b) Annual Bonus Opportunity. Your annual target bonus opportunity following the Effective Date will continue to be sixty-seven percent (67%) of your annual base salary (the “Target Bonus”). The Target Bonus shall be subject to review and may be adjusted based upon the Company’s normal performance review practices. Your actual bonuses shall be based upon achievement of performance objectives to be determined by the Board or the Compensation, Nominating and Governance Committee (the “Committee”) in its sole and absolute discretion. Bonuses will be paid as soon as practicable after the Board or the Committee determines that the performance objectives related to such bonuses have been achieved, provided that you must remain an employee of the Company through the date a bonus is paid in order to earn such bonus. (c) Employee Benefits. As a full-time employee, you will continue to be eligible to participate in the Company’s standard benefit plans as in effect from time to time, on the same basis as those benefit plans are generally made available to other similarly situated executives of the Company. Such benefit plans are subject to change, and may be supplemented, altered, or eliminated, in part or entirely. Any eligibility to participate in such benefits plans, as well as the terms thereof, shall be as set forth in the governing documents for such plans, or there are no such governing documents, in the Company’s policies.
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- 2 - (d) Equity Awards. You will be eligible to receive compensatory equity awards such as stock options or restricted stock unit awards from the Company on the terms and conditions determined by the Board or the Committee in its sole discretion. (e) Expenses. You will be entitled to receive prompt reimbursement for all reasonable expenses incurred by you in the furtherance of or in connection with the performance of your duties hereunder, in accordance with the applicable policy of the Company, as in effect from time to time. In the event that any expense reimbursements are taxable to you, such reimbursements will be made in the time frame specified by Treasury Regulation Section 1.409A-3(i)(1)(iv) unless another time frame that complies with or is exempt from Section 409A is specified in the Company’s expense reimbursement policy. (f) Vacation. You will be entitled to accrue paid vacation in accordance with the Company’s vacation policy, as in effect from time to time. 3.Severance & Change of Control Benefits. You previously entered into a Participation Agreement between you and the Company (the “Severance Agreement”) under the Company’s Executive Change in Control and Severance Policy (the “Severance Policy,” and together with the Severance Agreement, the “Severance Documents”), which continues to be in effect and is incorporated herein by reference. 4.Proprietary Information and Inventions Agreement. As an employee of the Company, you will continue to have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, your acceptance of this Agreement reaffirms that the terms of the Non-Competition and Non-Solicitation Agreement that you executed on or about February 28, 2019 (the “Non-Competition and Non- Solicitation Agreement”) continue to be in effect. 5.At-Will Employment. You acknowledge and agree that your employment with the Company will be “at-will” employment and may be terminated at any time with or without cause or notice. You understand and agree that neither your job performance nor commendations, bonuses, or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of your employment with the Company. You further acknowledge and agree that the Company may modify job titles, salaries and benefits from time to time as it deems necessary. However, as described in this Agreement, you may be eligible to receive severance benefits under the Severance Documents depending on the circumstances of the termination of your employment with the Company. 6.Tax Matters. (a) Withholding. All payments made under this Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law, and you will be solely responsible for any and all taxes arising in connection with this Agreement and compensation paid or payable to you, including but not limited to any taxes, penalties and interest, if any, arising under Section 409A.
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- 3 - (b) Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any final regulations and guidance thereunder and any applicable state law equivalent, as each may be amended or promulgated from time to time (“Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities will be interpreted to so be exempt or comply. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities. 7.Entire Agreement, Amendment and Enforcement. This Agreement, the Severance Documents and the Non-Competition and Non-Solicitation Agreement supersede and replace any prior agreements, representations or understandings (whether written, oral, implied or otherwise) between you and the Company, and constitute the complete agreement between you and the Company regarding the subject matter set forth herein. This Agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Michigan without regard to the principles of conflict of laws thereof. 8.Miscellaneous. (a) Arbitration. You that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from your service to the Company, will be subject to arbitration in accordance with the provisions of the Confidentiality Agreement. (b) Successors. In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. (c) Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. (d) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
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- 4 - (e) Acknowledgment. You acknowledge that you have had the opportunity to discuss this Agreement with and obtain advice from your private attorney, have had sufficient time to, and have carefully read and fully understand all the provisions of this Agreement, and are knowingly and voluntarily entering into this Agreement. * * * * *
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[Signature page to Confirmatory Employment Letter] We are extremely excited about your continued employment with the Company! Please indicate your acceptance of this Agreement, and confirmation that it contains our complete agreement regarding the terms and conditions of your employment, by signing the bottom portion of this Agreement and returning a copy to me. Very truly yours, O NE S TREAM , I NC . By: /s/ Holly Koczot Holly Koczot Chief Legal Officer, General Counsel and Secretary I have read and accept this Agreement: /s/ Kenneth Hohenstein Kenneth Hohenstein Dated:February 26, 2026
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Exhibit 10.19 O NE S TREAM , I NC . Confirmatory Employment Letter February 25, 2026 Scott Leshinski Via email Dear Scott: This letter agreement (the “Agreement”) is entered into between OneStream, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment. 1.Position. Your current title is President of the Company. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full ‑ time or part-time) without the prior approval of the Company’s Board of Directors (the “Board”). By signing this Agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. 2.Compensation and Benefits. (a) Base Salary. Your rate of annual base salary as of the Effective Date will continue to be $500,000 per year, less applicable withholding, which will be paid in accordance with the Company’s normal payroll procedures. (b) Annual Bonus Opportunity. Your annual target bonus opportunity following the Effective Date will continue to be seventy-five percent (75%) of your annual base salary (the “Target Bonus”). The Target Bonus shall be subject to review and may be adjusted based upon the Company’s normal performance review practices. Your actual bonuses shall be based upon achievement of performance objectives to be determined by the Board or the Compensation, Nominating and Governance Committee (the “Committee”) in its sole and absolute discretion. Bonuses will be paid as soon as practicable after the Board or the Committee determines that the performance objectives related to such bonuses have been achieved, provided that you must remain an employee of the Company through the date a bonus is paid in order to earn such bonus. (c) Employee Benefits. As a full-time employee, you will continue to be eligible to participate in the Company’s standard benefit plans as in effect from time to time, on the same basis as those benefit plans are generally made available to other similarly situated executives of the Company. Such benefit plans are subject to change, and may be supplemented, altered, or eliminated, in part or entirely. Any eligibility to participate in such benefits plans, as well as the terms thereof, shall be as set forth in the governing documents for such plans, or there are no such governing documents, in the Company’s policies.
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- 2 - (d) Equity Awards. You will be eligible to receive compensatory equity awards such as stock options or restricted stock unit awards from the Company on the terms and conditions determined by the Board or the Committee in its sole discretion. (e) Expenses. You will be entitled to receive prompt reimbursement for all reasonable expenses incurred by you in the furtherance of or in connection with the performance of your duties hereunder, in accordance with the applicable policy of the Company, as in effect from time to time. In the event that any expense reimbursements are taxable to you, such reimbursements will be made in the time frame specified by Treasury Regulation Section 1.409A-3(i)(1)(iv) unless another time frame that complies with or is exempt from Section 409A is specified in the Company’s expense reimbursement policy. (f) Vacation. You will be entitled to accrue paid vacation in accordance with the Company’s vacation policy, as in effect from time to time. 3.Severance & Change of Control Benefits. You previously entered into a Participation Agreement between you and the Company (the “Severance Agreement”) under the Company’s Executive Change in Control and Severance Policy (the “Severance Policy,” and together with the Severance Agreement, the “Severance Documents”), which continues to be in effect and is incorporated herein by reference. 4.Proprietary Information and Inventions Agreement. As an employee of the Company, you will continue to have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, your acceptance of this Agreement reaffirms that the terms of the Fair Competition Agreement that you executed on May 28, 2021 (the “Confidentiality Agreement”) continue to be in effect. 5.At-Will Employment. You acknowledge and agree that your employment with the Company will be “at-will” employment and may be terminated at any time with or without cause or notice. You understand and agree that neither your job performance nor commendations, bonuses, or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of your employment with the Company. You further acknowledge and agree that the Company may modify job titles, salaries and benefits from time to time as it deems necessary. However, as described in this Agreement, you may be eligible to receive severance benefits under the Severance Documents depending on the circumstances of the termination of your employment with the Company. 6.Tax Matters. (a) Withholding. All payments made under this Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law, and you will be solely responsible for any and all taxes arising in connection with this Agreement and compensation paid or payable to you, including but not limited to any taxes, penalties and interest, if any, arising under Section 409A. (b) Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, the requirements
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- 3 - of Section 409A of the Internal Revenue Code of 1986, as amended, and any final regulations and guidance thereunder and any applicable state law equivalent, as each may be amended or promulgated from time to time (“Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities will be interpreted to so be exempt or comply. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (c) Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities. 7.Entire Agreement, Amendment and Enforcement. This Agreement, the Severance Documents and the Confidentiality Agreement supersede and replace any prior agreements, representations or understandings (whether written, oral, implied or otherwise) between you and the Company, and constitute the complete agreement between you and the Company regarding the subject matter set forth herein. This Agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Michigan without regard to the principles of conflict of laws thereof. 8.Miscellaneous. (a) Arbitration. You that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from your service to the Company, will be subject to arbitration in accordance with the provisions of the Confidentiality Agreement. (b) Successors. In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. (c) Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. (d) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. (e) Acknowledgment. You acknowledge that you have had the opportunity to discuss this Agreement with and obtain advice from your private attorney, have had sufficient time
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- 4 - to, and have carefully read and fully understand all the provisions of this Agreement, and are knowingly and voluntarily entering into this Agreement. * * * * *
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[Signature page to Confirmatory Employment Letter] We are extremely excited about your continued employment with the Company! Please indicate your acceptance of this Agreement, and confirmation that it contains our complete agreement regarding the terms and conditions of your employment, by signing the bottom portion of this Agreement and returning a copy to me. Very truly yours, O NE S TREAM , I NC . B y: / S / Holly Koczot Holly Koczot Chief Legal Officer, General Counsel and Secretary I have read and accept this Agreement: /s/ Scott Leshinski Scott Leshinski Dated:February 26, 2026
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Exhibit 21.1 Subsidiaries of OneStream, Inc. * Legal Name State or Other Jurisdiction of Incorporation or Organization OneStream Software LLC Delaware OneStream Software B.V. Netherlands OS Software de Mexico, S de RL de CV Mexico OneStream Software Limited United Kingdom OneStream Software Pvt Ltd Singapore OneStream Software Proprietary Limited Australia OneStream Software (SA) Pty Ltd South Africa * Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of OneStream, Inc. are omitted because, considered in the aggregate, they would not constitute a significant subsidiary (as defined in Rule 1-02(w) of Regulation S-X) as of the end of the year covered by this report.
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Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-285344) pertaining to the 2024 Equity Incentive Plan of OneStream, Inc., and (2) Registration Statement (Form S-8 No. 333-280992) pertaining to the 2024 Equity Incentive Plan, 2024 Employee Stock Purchase Plan, and 2019 Common Unit Option Plan of OneStream, Inc.; of our reports dated February 26, 2026, with respect to the consolidated financial statements of OneStream, Inc. and the effectiveness of internal control over financial reporting of OneStream, Inc. included in this Annual Report (Form 10-K) of OneStream, Inc. for the year ended December 31, 2025. /s/ Ernst & Young LLP Detroit, Michigan February 26, 2026
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Exhibit 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Thomas Shea, certify that: 1. I have reviewed this Annual Report on Form 10-K of OneStream, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 26, 2026 By: /s/ Thomas Shea Thomas Shea Chief Executive Officer (Principal Executive Officer)
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Exhibit 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John Kinzer, certify that: 1. I have reviewed this Annual Report on Form 10-K of OneStream, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 26, 2026 By: /s/ John Kinzer John Kinzer Interim Chief Financial Officer (Principal Financial Officer)
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Exhibit 32.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of OneStream, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 26, 2026 By: /s/ Thomas Shea Thomas Shea Chief Executive Officer (Principal Executive Officer)
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Exhibit 32.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of OneStream, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 26, 2026 By: /s/ John Kinzer John Kinzer Interim Chief Financial Officer (Principal Financial Officer)