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Form 4 OneStream, Inc. For: Apr 01 Filed by: Burkland Michael

April 2, 2026 5:41 PM
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Burkland Michael

(Last) (First) (Middle)
C/O ONESTREAM, INC.
191 N. CHESTER STREET

(Street)
BIRMINGHAM MI 48009

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OneStream, Inc. [ OS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 04/01/2026 D (1) 7,130 D (2) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 10.65 04/01/2026 D (1) 50,000 (3) 02/21/2032 Class A Common Stock 50,000 (3) 0 D
Stock Option (right to buy) $ 20 04/01/2026 D (1) 169,257 (3) 07/22/2034 Class A Common Stock 169,257 (3) 0 D
Common Units (4) 04/01/2026 D (1) 486,057 (4) (4) Class D Common Stock 486,057 (4) 0 I See footnote (5)
Explanation of Responses:
1. 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.
2. Represents an equal number of restricted stock units ("RSUs"). Pursuant to Issuer's outside director compensation policy, immediately before the effective time of the Mergers (the "Effective Time"), each RSU award held by a non-employee director that was outstanding and unvested as of immediately before the Effective Time (a "Director RSU Award") accelerated and became fully vested. At the Effective Time, each Director RSU Award was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) $24.00 (the "Per Share Price") multiplied by (b) the total number of shares of Issuer's Class A Common Stock covered by such Director RSU Award, less applicable withholding taxes.
3. Pursuant to Issuer's outside director compensation policy, immediately prior to the Effective Time, the shares subject to the option became fully vested and immediately exercisable. At the Effective Time, the 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 such option, less applicable withholding taxes.
4. At the Effective Time, each Common Unit was cancelled and converted into the right to receive an amount in cash, without interest, equal to the Per Share Price, less applicable withholding taxes. Each corresponding share of Class C Common Stock was cancelled and converted into the right to receive $0.0001 in cash, without interest, less applicable withholding taxes.
5. Held of record by the Burkland Family Trust dated 1/28/1997 (the "Burkland Trust"), of which the Reporting Person is trustee. By virtue of his relationship, the Reporting Person may be deemed to hold voting and dispositive power with respect to the securities held by the the Burkland Trust.
/s/ Holly Koczot, attorney-in-fact 04/02/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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