Transaction Details

Footnotes

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 6, 2026, by and among OneStream, Inc. ("Issuer"), OneStream Software LLC, a subsidiary of Issuer ("Company LLC"), Onward AcquireCo Inc. ("Parent"), Onward Merger Sub 2, LLC ( "Merger Sub I") and Onward Merger Sub, Inc. ("Merger Sub II"), on April 1, 2026, Merger Sub 1 merged with and into Company LLC (the "First Merger"), with Company LLC surviving the First Merger and becoming a subsidiary of Parent, and Merger Sub II merged with and into Issuer (the "Second Merger" and together with the First Merger, the "Mergers"), with Issuer surviving the Second Merger and becoming a subsidiary of Parent. | Pursuant to the Merger Agreement, at the effective time (the "Effective Time"), each share of Issuer Class A Common Stock was cancelled and converted into the right to receive $24.00 per share in cash (the "Per Share Price") without interest, less applicable withholding taxes. | Represents an equal number of restricted stock units ("RSUs"). At the Effective Time, each unvested RSU award was cancelled and converted into the contingent right to receive a cash award, without interest, equal to the product of (a) the Per Share Price multiplied by (b) the total number of shares of Issuer's Class A Common Stock covered by such RSU award, less applicable withholding taxes. The vesting terms and conditions applicable to the unvested RSU awards as of immediately prior to the Mergers will remain in effect following the Mergers. | At the Effective Time, each vested option was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the option multiplied by (b) the excess, if any, of the Per Share Price over the exercise price per share of the option, less applicable withholding taxes. | At the Effective Time, each unvested option was cancelled and converted into the contingent right to receive a cash award, without interest, equal to the product of (a) the total number of shares of Class A Common Stock subject to the option multiplied by (b) the excess, if any, of the Per Share Price over the exercise price per share of the option, less applicable withholding taxes. The vesting terms and conditions applicable to the unvested option as of immediately prior to the Mergers will remain in effect following the Mergers.