X0306 4 2023-03-03 0 0001835681 POWERSCHOOL HOLDINGS, INC. PWSC 0000937226 ONEX CORP 161 BAY STREET, SUITE 4900 TORONTO A6 M5J 2S1 ONTARIO, CANADA 1 0 1 0 0001838068 Onex Partners IV GP LLC 712 FIFTH AVENUE, 40TH FLOOR NEW YORK NY 10019 1 0 1 0 0001607190 Onex Partners IV Select LP 712 FIFTH AVENUE, 40TH FLOOR NEW YORK NY 10019 1 0 1 0 0001838067 Onex Private Equity Holdings LLC 712 FIFTH AVENUE, 40TH FLOOR NEW YORK NY 10019 1 0 1 0 0001297369 Onex US Principals LP 165 W CENTER STREET, SUITE 401 MARION OH 43302 1 0 1 0 Class A Common Stock 2023-03-03 4 S 0 4295739 20.16 D 71118123 I See Footnotes The reported shares of Class A common stock, par value $0.0001 per share, of the Issuer (the "Class A Shares") were sold in an underwritten public offering pursuant to the Issuer's Registration Statement on Form S-3 (Registration No. 333-270101). The aggregate 4,295,739 Class A shares sold by the Reporting Persons include: (i) 15,485 Class A Shares sold by Onex Partners IV Select LP ("Partners IV Select"), (ii) 51,296 Class A Shares sold by Onex US Principals LP ("US Principals"), (iii) 2,235,680 Class A Shares sold by Onex Partners IV LP ("IV LP"), (iv) 77,716 Class A Shares sold by Onex Partners IV GP LP ("IV GP LP"), (v) 110,525 Class A Shares sold by Onex Partners IV PV LP ("IV PV LP"), (vi) 1,263,314 Class A Shares sold by Onex Powerschool LP ("Onex Powerschool") and (vii) 541,723 Class A Shares sold by Pinnacle Holdings I L.P. ("Pinnacle," together with each of the foregoing, the "Onex Entities"). This amount represents a public offering price of $21.00 per Class A Share, less an underwriting discount of $0.84 per Class A Share sold in an underwritten public offering. Consists of (i) 256,355 Class A Shares held directly by Partners IV Select, (ii) 849,226 Class A Shares held directly by US Principals, (iii) 37,012,824 Class A Shares held directly by IV LP, (iv) 1,286,619 Class A Shares held directly by IV GP LP, (v) 1,829,802 Class A Shares held directly by IV PV LP, (vi) 20,914,797 Class A Shares held directly by Onex Powerschool and (vii) 8,968,500 Class A Shares held directly by Pinnacle. Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange may be deemed to beneficially own the Class A Shares held directly by the Onex Entities through Onex Corporation's wholly-owned subsidiaries (i) Onex Partners Canadian GP Inc., which owns all of the equity of (a) Onex Partners IV GP LLC, the general partner of Partners IV Select, and (b) Onex Partners IV GP Limited, the general partner of IV GP LP, the general partner of IV LP, Partners IV Select and IV PV LP, which hold interests in Pinnacle, and (ii) Onex Private Equity Holdings LLC, the sole owner of Onex American Holdings GP LLC and the general partner of Onex Powerschool and US Principals. Mr. Gerald W. Schwartz, the Chairman and CEO of Onex Corporation, holds a majority of the voting rights of the shares of Onex Corporation, and as such may be deemed to beneficially own all of the reported securities but disclaims such beneficial ownership. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein and, pursuant to Rule 16a-1(a)(4), this report shall not be deemed an admission by any of the Reporting Persons of beneficial ownership of all or any of the reported securities for purposes of Section 16 or for any other purpose. Onex Private Equity Holdings LLC, By: /s/ Matthew Ross, Director 2023-03-07 Onex US Principals LP, By: Onex American Holdings GP LLC, its general partner, By: /s/ Matthew Ross, Director 2023-03-07 Gerald W. Schwartz, By: /s/ Andrea E. Daly, attorney-in-fact for Gerald W. Schwartz 2023-03-07 Onex Partners IV GP LLC, By: /s/ Matthew Ross, Director 2023-03-07