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What changed in OneStream, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of OneStream, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+366 added−342 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in OneStream, Inc.'s 2025 10-K

366 paragraphs added · 342 removed · 258 edited across 3 sections

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

13 edited+7 added−1 removed23 unchanged
Biggest changeRecent Sales of Unregistered Securities; Use of Proceeds from Registered Securities There were no unregistered equity securities sold from July 24, 2024 to December 31, 2024, and no material change in the expected use of the net proceeds from our IPO, other than as previously disclosed in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Biggest changeThere 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.
Depending on the nature and severity of an incident, this reporting structure provides for escalating notification to our CEO and the board of directors. 62 It em 2. Properties. Our corporate headquarters occupies approximately 23,500 square feet in Birmingham, Michigan under a lease that expires in 2032.
Depending on the nature and severity of an incident, this reporting structure provides for escalating notification to our CEO and the board of directors. It em 2. Properties. Our corporate headquarters occupies approximately 23,500 square feet in Birmingham, Michigan under a lease that expires in 2032.
Risk management exercises occur regularly and in response to changes in Company 61 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.
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.
The CISO and the CRO both participate 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.
The CISO and the CRO both participate 62 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.
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, 2024, 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.
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, 65 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.
He has over 28 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.
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.
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.
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.
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. 63 Ite m 3. Legal Proceedings. From time to time we are involved in various legal proceedings arising from the normal course of business.
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. Ite m 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).
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 24, 2025, there were approximately five stockholders of record of 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.
We are not presently a party to any litigation 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.
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.
As of February 24, 2025, we also had 32 holders of record of our Class C common stock and 38 holders 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.
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.
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. 65 7/24/2024 7/31/2024 8/31/2024 9/30/2024 10/31/2024 11/30/2024 12/31/2024 OneStream, Inc. 100.00 103.72 115.46 126.26 109.94 111.32 106.22 S&P 500 100.00 101.22 103.67 105.89 104.93 111.09 108.44 S&P 500 Information Technology 100.00 97.91 99.14 101.61 100.62 105.31 106.52 Item 6. [Reserved] 66
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] 66
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. It em 4. Mine Safety Disclosures. Not applicable. 64 PART II It em 5.
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.
Removed
Purchases of Equity Securities by the Issuer and Affiliated Purchasers None.
Added
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.
Added
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.
Added
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.
Added
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.
Added
On January 8, 2026, the defendants in the 2025 Derivative Action filed a motion to dismiss all claims asserted in the complaint. 63 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.
Added
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. It em 4. Mine Safety Disclosures. Not applicable. 64 PART II It em 5.
Added
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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

85 edited+22 added−37 removed80 unchanged
Biggest changeWe 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. 74 Results of Operations The following table sets forth our consolidated statements of operations data for the periods presented: Year Ended December 31, 2024 2023 2022 (in thousands) Revenues: Subscription $ 428,150 $ 302,923 $ 195,074 License 31,779 40,518 50,450 Professional services and other 29,478 31,480 33,800 Total revenue 489,407 374,921 279,324 Cost of revenues: Subscription (1) 112,914 74,146 47,556 Professional services and other (1) 66,415 40,356 44,954 Total cost of revenue 179,329 114,502 92,510 Gross profit 310,078 260,419 186,814 Operating expenses: Sales and marketing (1) 328,843 175,795 153,283 Research and development (1), (2) 156,812 55,289 43,132 General and administrative (1) 143,951 59,847 49,684 Total operating expenses 629,606 290,931 246,099 Loss from operations (319,528 ) (30,512 ) (59,285 ) Interest income (expense), net 14,248 4,062 (53 ) Other income (expense), net 498 (1,065 ) (5,469 ) Loss before income taxes (304,782 ) (27,515 ) (64,807 ) Provision for income taxes 1,877 1,416 659 Net loss $ (306,659 ) $ (28,931 ) $ (65,466 ) Less: Net loss attributable to non-controlling interests (90,458 ) — — Net loss attributable to OneStream, Inc. $ (216,201 ) $ (28,931 ) $ (65,466 ) (1) Includes equity-based compensation expense as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Cost of subscription $ 5,939 $ — $ — Cost of professional services and other 24,871 15 78 Sales and marketing 135,215 3,938 2,847 Research and development 77,926 518 812 General and administrative 72,446 3,799 4,526 Total equity-based compensation $ 316,397 $ 8,270 $ 8,263 (2) Amounts include certain expenses incurred with related parties.
Biggest changeResults 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 (1) 140,076 112,914 74,146 Professional services and other (1) 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 (1) 264,115 328,843 175,795 Research and development (1), (2) 130,601 156,812 55,289 General and administrative (1) 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: 74 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.
Financing Activities Net cash provided by 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.
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.
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 71 the final month of the contract, and therefore revenue may grow more slowly than ARR.
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.
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. 72 Professional Services and Other Revenue Professional services and other revenue consist of fees associated with implementation and consulting services and training.
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.
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 69 ecosystem accelerates the adoption of our platform and enables more efficient implementation.
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.
Our non-GAAP financial measures should not be considered in isolation or as alternatives to loss from operations, net cash provided by (used in) operating activities or any other measure of financial performance calculated and presented in accordance with GAAP.
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.
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. 70 SaaS contracts have made up more than 90% of our new customer contracts since 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.
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 systems.
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 69 systems.
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 employee compensation costs related to implementation and training services.
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 72 employee compensation costs related to implementation and training services.
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, 2024.
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.
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 and amortization of acquired intangible assets.
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 and income that are required by GAAP to be recorded in our consolidated financial statements, including equity-based 79 compensation expense, employer taxes on employee stock transactions, Secondary Offering costs and amortization of acquired intangible assets, that we do not consider to be indicative of our ongoing core operations.
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.
We generated the majority of our revenue for the years ended December 31, 2024 and 2023 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.
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.
For example, we partner with boutique 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.
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 define ARR as contractually committed annual recurring revenue, which we calculate as annualized software revenue, as of a measurement 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.
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.
In addition, we have a strong ecosystem of more than 300 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.
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.
International Expansion Revenue generated from customers outside of the United States accounted for 32%, 30% and 27% of our total revenue for the years ended December 31, 2024, 2023 and 2022, 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.
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 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 32%, 30% and 27% of total revenue for the years ended December 31, 2024, 2023 and 2022, respectively, and we are focused on growing our international business.
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.
Investing Activities Net cash used in investing activities for the year ended December 31, 2024 of $10.2 million consisted of net cash used to acquire DataSense LLC of $7.6 million and purchases of property and equipment of $2.6 million, primarily related to leasehold improvements to support our expanding footprint.
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.
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 $1,103.9 million and $897.7 million in remaining performance obligations as of December 31, 2024 and 2023, respectively, consisting of both billed and unbilled consideration.
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.
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%, 92% and 88% of total revenue for the years ended December 31, 2024, 2023 and 2022, respectively.
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.
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%, 8% and 12% of total revenue for the years ended December 31, 2024, 2023 and 2022, respectively.
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.
Our gross margin was 63%, 69% and 67% for the years ended December 31, 2024, 2023 and 2022, respectively, while our software gross margin, which is our software gross profit as a percentage of software revenue, was 75%, 78% and 81% for the years ended December 31, 2024, 2023 and 2022, 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.
As of December 31, 2024, our principal sources of liquidity were cash and cash equivalents of $544.2 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.
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.
Our software gross profit, which equals our software revenue less subscription costs, was $347.0 million, $269.3 million and $198.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.
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.
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, 2024, our total remaining commitment under this agreement was $227.2 million.
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.
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.
Provision for income taxes consists primarily of current income taxes in foreign and state jurisdictions. 78 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.
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, 2024 2023 2022 (in thousands) Loss from operations $ (319,528 ) $ (30,512 ) $ (59,285 ) Equity-based compensation expense 316,397 8,270 8,263 Employer taxes on employee stock transactions 2,297 — — Secondary Offering costs 1,325 — — Amortization of acquired intangible assets 733 — — Non-GAAP operating income (loss) $ 1,224 $ (22,242 ) $ (51,022 ) Free Cash Flow We define free cash flow as net cash provided by (used in) operating activities less purchases of property and equipment.
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 increase in interest income, net was due to higher average cash and cash equivalent balances. Other Income (Expense), Net Year Ended December 31, 2024 2023 % Change (in thousands) Other income (expense), net $ 498 $ (1,065 ) NM NM = Not Meaningful.
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.
For the year ended December 31, 2024, subscription revenue and license revenue represented 87% and 6% of our total revenue, respectively, compared to 81% and 11%, respectively, for the year ended December 31, 2023 and 70% and 18%, respectively, for the year ended December 31, 2022.
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.
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.
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.
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 and equity-based compensation.
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.
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.
As of December 31, 2025, we had no borrowings outstanding under our credit facility. 80 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.
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.
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.
See Note 14 to our audited consolidated financial statements included in Part II, Item 8 in this report. 75 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, 2024 2023 2022 Revenues: Subscription 87 % 81 % 70 % License 6 11 18 Professional services and other 6 8 12 Total revenue 100 100 100 Cost of revenues: Subscription 23 20 17 Professional services and other 14 11 16 Total cost of revenue 37 31 33 Gross margin 63 69 67 Operating expenses: Sales and marketing 67 47 55 Research and development 32 15 15 General and administrative 29 16 18 Total operating expenses 129 78 88 Loss from operations (65 ) (8 ) (21 ) Interest income (expense), net 3 1 — Other income (expense), net — — (2 ) Loss before income taxes (62 ) (7 ) (23 ) Provision for income taxes — 1 — Net loss (63 )% (8 )% (23 )% Less: Net loss attributable to non-controlling interests (18 ) — — Net loss attributable to OneStream, Inc.
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.
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.
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.
(44 )% (8 )% (23 )% * Totals of percentages may not sum due to rounding.
(8 )% (44 )% (8 )% * Totals of percentage of revenue may not sum due to rounding.
Subscription revenue was $428.2 million, or 87% of total revenue, for the year ended December 31, 2024 compared to $302.9 million, or 81% of total revenue, for the year ended December 31, 2023.
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.
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.
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.
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, 2024 2023 2022 (in thousands) Net cash provided by (used in) operating activities $ 61,152 $ 21,265 $ (32,941 ) Purchases of property and equipment (2,618 ) (2,589 ) (4,976 ) Free cash flow 58,534 18,676 (37,917 ) Net cash (used in) provided by investing activities $ (10,212 ) $ 84,750 $ 34,877 Net cash provided by (used in) financing activities $ 376,453 $ (3,845 ) $ 1,475 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.
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. 79 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.
Cost of subscription revenue was $112.9 million for the year ended December 31, 2024 compared to $74.1 million for the year ended December 31, 2023, an increase of $38.8 million, or 52%.
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%.
We plan to increase our investment in research and development over the foreseeable future as we continue to grow our business, both on an absolute basis and as a percentage of our total revenue.
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.
As of December 31, 2024 2023 2022 Annual recurring revenue (in millions) $ 568.1 $ 460.4 $ 335.9 Year-over-year growth 23 % 37 % 50 % Total customers 1,601 1,388 1,148 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.
The calculation of the key metrics discussed below may differ from other similarly titled metrics used by other companies, securities analysts or investors. 70 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.
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.
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.
Operating expenses also include allocated overhead costs. 73 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 and equity‑based compensation.
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.
Net cash provided by operating activities for the year ended December 31, 2023 of $21.3 million was primarily due to a net loss of $28.9 million, which was offset by noncash charges for amortization of deferred commissions of $17.0 million, equity-based compensation of $8.3 million, depreciation and amortization of $2.9 million, noncash operating lease expense of $2.4 million, and other noncash operating activities of $3.2 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.
A discussion of changes in our results of operations from 2022 to 2023 and a discussion of our liquidity and capital resources for 2022 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, 2022 and 2023” and “—Liquidity and Capital Resources—Cash Flows” included in the final prospectus for the IPO, dated July 23, 2024 and filed with the Securities and Exchange Commission, or the SEC, pursuant to Rule 424(b)(4) on July 24, 2024.
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.
For additional information, see Note 11, “Equity-Based Compensation” to our audited consolidated financial statements included in Part II, Item 8 of this report.
See Note 14 to our audited consolidated financial statements included in Part II, Item 8 in this report.
Provision for Income Taxes Year Ended December 31, 2024 2023 % Change (in thousands) Provision for income taxes $ 1,877 $ 1,416 33 % Provision for income taxes was $1.9 million for the year ended December 31, 2024 compared to $1.4 million for the year ended December 31, 2023, an increase of $0.5 million, or 33%.
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%.
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. See Note 11 to our audited consolidated financial statements included in Part II, Item 8 in this report for additional details.
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.
Other Income and Expenses Interest Income, Net Year Ended December 31, 2024 2023 % Change (in thousands) Interest income, net $ 14,248 $ 4,062 NM NM = Not Meaningful. 78 Interest income, net was $14.2 million for the year ended December 31, 2024 compared to $4.1 million for the year ended December 31, 2023, an increase of $10.2 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.
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. 81 Cash Flows The following table summarizes our cash flow activities for the periods presented: Year Ended December 31, 2024 2023 2022 (in thousands) Net cash provided by (used in) operating activities $ 61,152 $ 21,265 $ (32,941 ) Net cash (used in) provided by investing activities (10,212 ) 84,750 34,877 Net cash provided by (used in) financing activities 376,453 (3,845 ) 1,475 Operating Activities 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.
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 ) 81 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.
Professional services and other revenue was $29.5 million, or 6% of total revenue, for the year ended December 31, 2024 compared to $31.5 million, or 8% of total revenue, for the year ended December 31, 2023.
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%.
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. 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.
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.
Cost of Revenues Year Ended December 31, 2024 2023 % Change (in thousands) Subscription $ 112,914 $ 74,146 52 % Professional services and other 66,415 40,356 65 Total cost of revenue $ 179,329 $ 114,502 57 Total cost of revenue was $179.3 million for the year ended December 31, 2024 compared to $114.5 million for the year ended December 31, 2023, an increase of $64.8 million, or 57%.
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%.
Comparison of the Years Ended December 31, 2024 and 2023 Revenues Year Ended December 31, 2024 2023 % Change (in thousands) Subscription $ 428,150 $ 302,923 41 % License 31,779 40,518 (22 ) Professional services and other 29,478 31,480 (6 ) Total revenue $ 489,407 $ 374,921 31 Total revenue was $489.4 million for the year ended December 31, 2024 compared to $374.9 million for the year ended December 31, 2023, an increase of $114.5 million, or 31%.
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 75 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%.
Other income, net was $0.5 million for the year ended December 31, 2024 compared to other expense, net of $1.1 million for the year ended December 31, 2023.
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.
Changes in working capital were favorable to cash flows from operating activities by $16.4 million primarily due to an increase in deferred revenue of $66.2 million due to increased customer billings, and an increase in accrued and other liabilities of $9.8 million, partially offset by an increase in deferred commissions of $26.4 million related to an increase in software sales, an increase in accounts receivable, net of $11.7 million, a decrease in accounts payable of $11.6 million and an increase in prepaid expenses and other assets of $9.9 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.
ARR should be viewed independently of revenue, deferred revenue and remaining performance obligations computed or disclosed in accordance with 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 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.
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, equity-based compensation and variable compensation.
This expected increase in research and development expenses is primarily driven by a focus on further developing our platform. 73 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.
The increase in cost of subscription revenue was primarily due to an increase in third-party direct server and cloud storage costs of $26.5 million to accommodate higher customer demand, an increase in employee compensation costs of $9.3 million, driven by equity-based compensation expense of $5.9 million, primarily related to the Option Modification and higher headcount, and an increase in outside services and subscriptions of $2.6 million.
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 increase was primarily driven by an increase in employee compensation costs of $77.2 million related to higher equity-based compensation expense of $68.6 million, primarily related to the Option Modification, and higher headcount, non-capitalizable IPO-related costs incurred in 2024 of $5.4 million and costs related to the Secondary Offering of $1.3 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.
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 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.
The decrease of $8.7 million, or 22%, in license revenue was primarily driven by 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 intend to continue to enhance 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.
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.
Research and Development Research and development expenses were $156.8 million for the year ended December 31, 2024 compared to $55.3 million for the year ended December 31, 2023, an increase of $101.5 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%.
As of December 31, 2024, we had deferred revenue of $243.8 million, of which $239.3 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. 80 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.
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.
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. JOBS Act Accounting Election We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act, or the JOBS Act.
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. 83 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.
For the years ended December 31, 2024, 2023 and 2022, none of our customers accounted for more than 5% of our total revenue.
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.
The increase was primarily driven by an increase in employee compensation costs of $140.4 million, related to higher equity-based compensation expense of $131.3 million, primarily related to the Option Modification, and higher headcount, and increases in outside services and software subscriptions of $11.4 million.
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.
Net cash used in financing activities for the year ended December 31, 2023 of $3.8 million consisted primarily of $3.5 million of repayments of borrowings on our credit facility and payments of deferred financing costs of $0.5 million in connection with the amendment of our credit facility, partially offset by $0.2 million in proceeds from the exercise of common unit options. 82 Contractual Obligations and Commitments The following table summarizes our contractual obligations as of December 31, 2024: Payments Due by Period Total 2025 2026 and 2027 2028 and 2029 2030 and thereafter (in thousands) Operating lease obligations $ 21,813 $ 4,149 $ 6,312 $ 4,840 $ 6,512 Purchase obligations 29,516 22,780 6,629 107 — Total $ 51,329 $ 26,929 $ 12,941 $ 4,947 $ 6,512 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.
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 82 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.
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.
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. 71 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.
The increase was primarily driven by an increase in employee compensation costs of $95.6 million, related to higher equity-based compensation expense of $77.4 million, primarily related to the Option Modification, and higher headcount, and increases in outside services and software subscriptions of $2.4 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.
If we are unable to raise additional capital when desired, our business, operating results and financial condition would be adversely affected. Credit Facility In January 2020, we entered into a credit facility that allowed us to incur up to $50.0 million aggregate principal amount of revolver borrowings.
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.
The decrease in gross margin was primarily driven by the increase in equity-based compensation expense related to the Option Modification and sales mix.
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.
Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on their relative standalone selling price. We determine standalone selling prices, or SSP, for all of our distinct performance obligations using observable inputs, such as standalone sales and historical contract pricing. SSP are consistent with our overall pricing objectives.
Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on their relative standalone selling price.
Net cash provided by investing activities for the year ended December 31, 2023 of $84.8 million consisted of proceeds from the sale of marketable securities of $87.3 million, which was partially offset by purchases of property and equipment of $2.6 million, primarily related to leasehold improvements to support our expanding footprint and capitalized software costs.
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.
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.
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.
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.
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.
Cost of professional services and other revenue was $66.4 million for the year ended December 31, 2024 compared to $40.4 million for the year ended December 31, 2023, an increase of $26.1 million, or 65%.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeStockholders’ / Members’ Equity Accumulated Total Members’ Class A Common Stock Class B Common Stock Class C Common Stock Class D Common Stock Additional Paid-in Other Comprehensive Accumulated Non-controlling Stockholders’ / Members’ Interest Shares Amount Shares Amount Shares Amount Shares Amount Capital Loss Deficit Interests Equity Balance as of December 31, 2022 $ 272,789 — $ — — $ — — $ — — $ — $ — $ ( 429 ) $ ( 145,224 ) $ — $ 127,136 Net loss — — — — — — — — — — — ( 28,931 ) — ( 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 $ 281,306 — $ — — $ — — $ — — $ — $ — $ ( 625 ) $ ( 174,155 ) $ — $ 106,526 Net loss — — — — — — — — — — — ( 14,644 ) — ( 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 $ 286,478 — $ — — $ — — $ — — $ — $ — $ ( 836 ) $ ( 188,799 ) $ — $ 96,843 Effects of the IPO and Reorganization Transactions: Effect of Reorganization Transactions ( 286,478 ) — — — — 74,135,230 7 132,081,358 13 286,458 — — — — Equity-based compensation — — — — — — — — — 204,435 — — — 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 — — — — — — 402,527 — — — 402,530 Stock option exercises — 459,230 — — — — — — — 3,251 — — — 3,251 Repurchase of LLC Units — — — — — — — — — ( 56,663 ) — — — ( 56,663 ) Allocation of equity to non-controlling interests — — — — — — — — — ( 262,603 ) 261 59,022 203,320 — Activity subsequent to the IPO and Reorganization Transactions: Net loss — — — — — — — — — — — ( 201,557 ) ( 90,458 ) ( 292,015 ) Equity-based compensation — — — — — — — — — 101,551 — — 5,483 107,034 Stock option exercises — 3,185,565 — — — — — — — 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 — ( 12,328 ) — Effect of exchange of Class C Common Stock — 2,840,662 — — — ( 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 $ 6 122,196,307 $ 12 $ 718,084 $ ( 599 ) $ ( 331,334 ) $ 104,784 $ 490,958 The accompanying notes are an integral part of these consolidated financial statements. 91 ONESTREAM, INC.
Biggest changeStockholders’ / Members’ Equity Accumulated Total Members’ Class A Common Stock Class B Common Stock Class C Common Stock Class D Common Stock Additional Paid-in Other Comprehensive Accumulated Non-controlling Stockholders’ / Members’ Interest Shares Amount Shares Amount Shares Amount Shares Amount Capital Loss Deficit Interests Equity Balance as of December 31, 2022 $ 272,789 — $ — — $ — — $ — — $ — $ — $ ( 429 ) $ ( 145,224 ) $ — $ 127,136 Net loss — — — — — — — — — — — ( 28,931 ) — ( 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 $ 281,306 — $ — — $ — — $ — — $ — $ — $ ( 625 ) $ ( 174,155 ) $ — $ 106,526 Net loss — — — — — — — — — — — ( 14,644 ) — ( 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 $ 286,478 — $ — — $ — — $ — — $ — $ — $ ( 836 ) $ ( 188,799 ) $ — $ 96,843 Effects of the IPO and Reorganization Transactions: Effect of Reorganization Transactions ( 286,478 ) — — — — 74,135,230 7 132,081,358 13 286,458 — — — — Equity-based compensation — — — — — — — — — 204,435 — — — 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 — — — — — — 402,527 — — — 402,530 Stock option exercises — 459,230 — — — — — — — 3,251 — — — 3,251 Repurchase of LLC Units — — — — — — — — — ( 56,663 ) — — — ( 56,663 ) Allocation of equity to non-controlling interests — — — — — — — — — ( 262,603 ) 261 59,022 203,320 — Activity subsequent to the IPO and Reorganization Transactions: Net loss — — — — — — — — — — — ( 201,557 ) ( 90,458 ) ( 292,015 ) Equity-based compensation — — — — — — — — — 101,551 — — 5,483 107,034 Stock option exercises — 3,185,565 — — — — — — — 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 — ( 12,328 ) ( 0 ) Effect of exchange of Class C Common Stock — 2,840,662 — — — ( 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 $ 6 122,196,307 $ 12 $ 718,084 $ ( 599 ) $ ( 331,334 ) $ 104,784 $ 490,958 Net loss — — — — — — — — — — — ( 50,299 ) ( 17,363 ) ( 67,662 ) Equity-based compensation — — — — — — — — — 108,874 — — 6,533 115,407 Stock option exercises — 6,697,004 — — — — — — — 61,115 — — — 61,115 Vesting of restricted stock units, net of common stock withheld for net share settlement — 753,152 — — — — — — — ( 5,063 ) — — — ( 5,063 ) Issuance of common stock through Employee Stock Purchase Plan — 187,117 — — — — — — — 3,295 — — — 3,295 Effect of exchange of Class C common stock — 8,234,889 1 — — ( 8,234,889 ) ( 1 ) — — 17,578 — — ( 17,578 ) — Effect of conversions of Class D common stock — 25,990,720 3 — — — — ( 25,990,720 ) ( 3 ) — — — — — Foreign currency translation and other — — — — — — — — — — 1,132 — 486 1,618 Non-controlling interest adjustment for changes in proportionate ownership in OneStream Software LLC — — — — — — — — — ( 18,097 ) — — 18,097 — Balance as of December 31, 2025 $ — 93,318,973 $ 9 — $ — 55,694,730 $ 5 96,205,587 $ 9 $ 885,786 $ 533 $ ( 381,633 ) $ 94,959 $ 599,668 The accompanying notes are an integral part of these consolidated financial statements. 92 ONESTREAM, INC.
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 (ICUs) of OneStream Software LLC into a single class of non-voting LLC Units.
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.
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 chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
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.
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 FASB ASC 805, Business Combinations (ASC 805). Assets acquired and liabilities assumed, if any, are measured at their estimated fair values on the acquisition date.
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.
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. It em 9B. Other Information.
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. 119 It em 9B. Other Information.
Our management, with the participation and supervision of our chief executive officer and 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.
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.
As the Reorganization Transactions are considered transactions between entities under common 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.
As the Reorganization Transactions are considered transactions between entities under common 94 ONESTREAM, INC. 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.
Net income (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.
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.
Preferred Stock As of December 31, 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.
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.
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. 110 ONESTREAM, INC.
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.
Our market risk exposure is primarily the result of fluctuations in foreign currency exchange rates and interest rates. 84 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.
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.
In instances where the SSP is not directly observable because the Company does not 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.
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.
NOTE 11 – EQUITY-BASED COMPENSATION 2019 Common Unit Option Plan The 2019 Common Unit Option Plan (the 2019 Plan) was originally adopted by OneStream Software LLC’s board of managers and approved by the then members of OneStream Software LLC. The 2019 Plan allowed OneStream Software LLC to provide common unit options to eligible employees, managers, and consultants.
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.
As a result, the presentation of net (loss) income 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.
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.
Based on such evaluation, our chief executive officer and 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.
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.
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 108 ONESTREAM, INC. 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.
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. 110 ONESTREAM, INC.
The transaction price allocated 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.
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.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
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.
Equity-based Compensation The Company has issued equity-based awards to employees in the form of restricted stock units (RSUs) and stock options, and, prior to the Reorganization Transactions, OneStream Software LLC issued ICUs and common unit options, as described in Note 11. The Company accounts for equity-based awards based on their grant date fair values.
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.
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, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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.
Operating segments are defined as components of an enterprise for which separate 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.
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.
For m 10-K Summary None. 122 SIG NATURES 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.
For m 10-K Summary None. 124 SIG NATURES 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.
(the Company) as of December 31, 2024 and 2023, 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, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).
(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”).
The Company expects to recognize approximately 39 % 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.
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.
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. 93 ONESTREAM, INC.
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.
Consolidated Statemen ts of STOCKHOLDERS ’ / Members’ Equity (in thousands, except share/unit amounts) OneStream, Inc.
Consolidated Statemen ts of STOCKHOLDERS ’ / Members’ Equity (in thousands, except share amounts) OneStream, Inc.
The amendment has been accounted for as an “improbable-to-probable” modification under ASC 718, Compensation—Stock Compensation, 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 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).
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. 95 ONESTREAM, INC.
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.
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.
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. 105 ONESTREAM, INC.
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.
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. 114 ONESTREAM, INC.
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 115 ONESTREAM, INC. also makes contributions to other postretirement plans of non-U.S. employees based on statutory regulations in place in their respective countries.
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.
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. 89 ONESTREAM, INC.
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. 90 ONESTREAM, INC.
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. 98 ONESTREAM, INC.
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.
In determining the appropriate IBR, the Company considers information including, but not limited to, the lease term and the currency 100 ONESTREAM, INC. 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.
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.
During the three months ended December 31, 2024, no other 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. It em 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
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. It em 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
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. 94 ONESTREAM, INC.
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.
The Company satisfies its performance obligation and recognizes revenue for licensed software 96 ONESTREAM, INC. 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 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.
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 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.
Services do not result in significant customization of the software and are considered distinct. A substantial majority of the professional 97 ONESTREAM, INC. 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.
Leases arise from contracts that convey the right to control the use of identified property 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, 2024 and 2023, all of the Company’s leases were classified as operating leases.
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.
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 impairment losses recorded during the years ended December 31, 2024 and 2023.
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.
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 FASB ASC 805, Business Combinations.
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.
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.
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. 95 ONESTREAM, INC.
The Company also has a deferred tax asset of $ 172.7 million related to its outside basis difference in its investment in OneStream Software LLC.
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.
Refer to Note 9 in the accompanying notes for details. The accompanying notes are an integral part of these consolidated financial statements. 88 ONESTREAM, INC.
Refer to Note 9 in the accompanying notes for details. The accompanying notes are an integral part of these consolidated financial statements. 89 ONESTREAM, INC.
No customer accounted for more than 10 % of total revenue for the years ended December 31, 2024, 2023 and 2022 , and no customer accounted for more than 10 % of total accounts receivable as of December 31, 2024 and 2023.
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.
NOTE 3 – BUSINESS COMBINATIONS 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.
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.
For the periods presented prior to the Reorganization Transactions and IPO, the reported income taxes represent those of OneStream Software LLC.
For the periods presented prior to the Reorganization Transactions and IPO, the reported income taxes represent those of OneStream Software LLC. 106 ONESTREAM, INC.
Interest expense and fees on the Credit Facility were not material during the years ended December 31, 2024, 2023 and 2022.
Interest expense and fees on the Credit Facility were not material during the years ended December 31, 2025, 2024 and 2023.
The Company also has state net operating loss carryforwards of $ 47.4 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.
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.
Upon the conclusion of the measurement period 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.
Upon the conclusion of the measurement period 99 ONESTREAM, INC. 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.
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.
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. 113 ONESTREAM, INC.
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’ equity as a reduction against the proceeds received from the IPO.
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. 96 ONESTREAM, INC.
T he Company recorded bad debt expense of $ 1.1 million, $ 1.6 million and $ 0.5 million for the years ended December 31, 2024, 2023 and 2022 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.
T he 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.
Date: February 27, 2025 By: /s/ Thomas Shea Thomas Shea Chief Executive Officer (Principal Executive Officer) Date: February 27, 2025 By: /s/ William Koefoed William Koefoed Chief Financial Officer (Principal Financial and Accounting Officer) 123 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas Shea and William Koefoed, 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.
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) 125 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.
Interest Rate Risk As of December 31, 2024, we had $544.2 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.
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.
Based on the available evidence as of December 31, 2024, the Company believes that it is not more likely than not that the U.S. and foreign deferred tax assets will be realized. Accordingly, the Company has recorded a full valuation allowance against the U.S. and foreign deferred tax assets.
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.
Not applicable. 118 PART III It em 10. Directors, Executive Officers and Corporate Governance.
Not applicable. 120 PART III It em 10. Directors, Executive Officers and Corporate Governance.
As of December 31, 2024 and 2023 , the balance in the allowance for credit losses was $ 1.9 million and $ 1.2 million, respectively.
As of December 31, 2025 and 2024 , the balance in the allowance for credit losses was $ 2.5 million and $ 1.9 million, respectively.
As of December 31, 2024, the Company had U.S. federal income tax net operating loss carryforwards of $ 209.8 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.
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.
Financial Statements and Supplementary Data. 85 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 87 Consolidated Balance Sheets as of December 31, 2024 and 2023 88 Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 89 Consolidated Statements of Stockholders’ / Members ’ Equity for the years ended December 31, 2024 and 2023 91 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 92 Notes to Consolidated Financial Statements 93 86 Report of Independe nt Registered Public Accounting Firm To the Stockholders and the Board of Directors of OneStream, Inc.
Financial Statements and Supplementary Data. 84 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 85 Report of Independe nt Registered Public Accounting Firm To the Stockholders and the Board of Directors of OneStream, Inc.
The Co mpany used $ 352.9 million of the proceeds to purchase 18,723,296 newly issued common units (LLC Units) of OneStream Software LLC and $ 56.7 million of the proceeds 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.
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.
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.
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.
The following table summarizes the 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 $ 10,509 102 ONESTREAM, INC.
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.
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, 2024 , the total remaining commitment under this agreement was $ 227.2 million.
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.
The Company recorded $ 7.7 million, $ 5.9 million and $ 4.3 million of expense related to employer contributions to postretirement benefit plans for the years ended December 31, 2024, 2023 and 2022, respectively.
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.
As of December 31, 2024 and 2023 , 90 % and 92 % of the Company’s property and equipment, net was in the United States and the remaining 10 % and 8 % was in foreign countries, respectively. Foreign Currency The functional currency of the Company’s foreign subsidiaries is primarily their respective local currency.
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 number of shares available for issuance under the ESPP also includes an annual increase 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 least 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 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).
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. Refer to Note 11, Equity-based Compensation, for further details on the Company’s equity-based compensation awards.
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 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: Exhibit Number Exhibit Description Incorporated by Reference Filed/Furnished Herewith Form File Number Filing Date Number 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 X 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 X 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 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 S-1 333-280573 6/28/24 10.13 10.15 Amended and Restated Credit Agreement, dated as of October 27, 2023, by and among OneStream Software S-1 333-280573 6/28/24 10.14 120 LLC, JPMorgan Chase Bank, N.A. and the other parties named therein 19.1 Insider Trading Policy X 21.1 List of Subsidiaries of OneStream, Inc.
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: Exhibit Number 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 10.11 122 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.
NOTE 6 – COMMITMENTS AND CONTINGENCIES Commitments The Company leases office space under non-cancelable operating leases with various expiration dates from 2024 to 2034.
NOTE 6 – COMMITMENTS AND CONTINGENCIES Commitments The Company leases office space under non-cancelable operating leases with various expiration dates from 2025 to 2034. 104 ONESTREAM, INC.
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, 2024 2023 2022 Cost of subscription $ 5,939 $ — $ — Cost of professional services and other 24,871 15 78 Sales and marketing 135,215 3,938 2,847 Research and development 77,926 518 812 General and administrative 72,446 3,799 4,526 Total equity-based compensation $ 316,397 $ 8,270 $ 8,263 NOTE 12 – NET LOSS PER SHARE The following table presents the calculation of basic and diluted net loss per share for the period following the Reorganization Transactions (in thousands, except per share amounts): July 24, 2024 through December 31, 2024 Numerator: Net loss $ ( 292,015 ) Less: net loss attributable to non-controlling interests ( 90,458 ) Net loss attributable to OneStream, Inc., basic $ ( 201,557 ) Net loss attributable to OneStream, Inc., dilutive $ ( 292,015 ) Denominator: Weighted-average shares of Class A and Class D common stock outstanding–basic 163,469 Effect of dilutive LLC Units 70,574 Weighted-average shares of Class A and Class D common stock outstanding–diluted 234,043 Net loss per share: Net loss per share of Class A and Class D common stock–basic $ ( 1.23 ) Net loss per share of Class A and Class D common stock–diluted $ ( 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 are therefore not participating securities.
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.
The Company recorded advertising costs of $ 2.4 million , $ 1.6 million and $ 4.3 million for the years ended December 31, 2024, 2023 and 2022 , respectively. Leases The Company determines if an arrangement is a lease at contract inception.
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.
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 tax attributes, i.e. deferred tax assets.
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 duration of the trading arrangement is until December 16, 2025 , or earlier if all transactions under the trading arrangement are completed.
The duration of the trading arrangement is until December 31, 2026 , or earlier if all transactions under the trading arrangement are completed.
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 allocated to remaining performance obligations as of December 31, 2024 was $ 1,103.9 million.
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.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 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.
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. Early adoption is permitted.
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 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 recorded in other income, net in the consolidated statement of operations for the year ended December 31, 2024.
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. 102 ONESTREAM, INC.
Federal — — — State — — — Foreign — — — Total deferred $ — $ — $ — Provision for income taxes $ 1,877 $ 1,416 $ 659 A reconciliation of the income tax provision at the U.S. federal statutory rate to the Company’s provision for income taxes was as follows: Year Ended December 31, 2024 2023 2022 U.S. federal benefit at federal statutory rate ( 64,004 ) ( 5,778 ) ( 13,609 ) 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 14,291 Foreign expense (benefit) differential ( 752 ) ( 206 ) ( 26 ) State taxes, net of federal tax benefit ( 5,264 ) 119 3 Other 606 — — Provision for income taxes $ 1,877 $ 1,416 $ 659 The U.S. federal income tax rate for the years ended December 31, 2024, 2023 and 2022 was 21 %.
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 %.
Consolidated Statement s of Comprehensive Loss (in thousands) Year Ended December 31, 2024 2023 2022 Net loss $ ( 306,659 ) $ ( 28,931 ) $ ( 65,466 ) Other comprehensive loss: Foreign currency translation and other 26 ( 196 ) 462 Comprehensive loss $ ( 306,633 ) $ ( 29,127 ) $ ( 65,004 ) Less: Comprehensive loss attributable to non-controlling interests ( 90,477 ) — — Comprehensive loss attributable to OneStream, Inc. $ ( 216,156 ) $ ( 29,127 ) $ ( 65,004 ) The accompanying notes are an integral part of these consolidated financial statements. 90 ONESTREAM, INC.
Consolidated Statement s 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. 91 ONESTREAM, INC.

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