OUST amends 10-Q to disclose insider 10b5-1 trading plans

Rhea-AI Filing Summary

Ouster, Inc. filed Amendment No. 1 to its quarterly report to revise Item 5 and add an omitted disclosure of a Rule 10b5-1 trading arrangement adopted by Board Chair Theodore L. Tewksbury on August 12, 2025. The plan provides for periodic sales of up to 6,780 common shares between November 11, 2025 and August 12, 2026.

The amendment also lists additional Rule 10b5-1 arrangements: tax-withholding instruction letters by General Counsel Megan Chung (effective November 19, 2025), COO Darien Spencer (effective November 18, 2025), and CFO Kenneth Gianella (effective November 19, 2025), and a plan by director Stephen Skaggs providing for periodic sales of up to 20,000 shares between February 5, 2026 and December 31, 2026. The company states there are no changes to financial statements, and it filed updated CEO/CFO certifications. Shares outstanding were 60,005,219 as of October 29, 2025.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from    to    

Commission File Number: 001-39463

Ouster, Inc.

(Exact name of registrant as specified in its charter)

Delaware		86-2528989
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

350 Treat Avenue

San Francisco, California 94110

(Address of principal executive offices) (Zip Code)

(415) 949-0108

(Registrant’s telephone number, including area code)

N/A

(Former name, former address, and former fiscal year, if changed since last report)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.0001 par value per share		OUST		Nasdaq Global Select Market
Warrants to purchase common stock expiring 2026		OUSTZ		Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 29, 2025, the registrant had 60,005,219 shares of common stock, $0.0001 par value per share, outstanding.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q for Ouster, Inc. (“Company”) for the period ended September 30, 2025 filed with the Securities and Exchange Commission on November 5, 2025 (the “Original Filing”). This Amendment is being filed to revise Part II “Item 5. Other Information” by adding one Rule 10b5-1 trading arrangement entered into during the quarter ended September 30, 2025 by Theodore L. Tewksbury Ph.D., Chair of the Company’s Board of Directors, adopted on August 12, 2025, which was inadvertently omitted from the disclosure included in the Original Filing.

In addition, as required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Part II, Item 6 “Exhibits” hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002, as amended), as no financial statements are being filed with this Amendment.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.

PART II

OTHER INFORMATION

Item 5. Other Information

(c) Trading arrangements and policies.

On August 20, 2025, Megan Chung, the Company’s General Counsel and Secretary, executed a Rule 10b5-1 instruction letter that constitutes a “Rule 10b5-1 trading arrangement” intended to satisfy the affirmative defense of Rule 10b5-1(c)(1) of the Exchange Act, providing for the sale of the number of shares necessary to satisfy her tax withholding obligations upon the future settlement of all restricted stock units or vesting of restricted stock. The instruction letter becomes effective on November 19, 2025 and does not include a termination date.

On August 19, 2025, Darien Spencer, the Company’s Chief Operating Officer, executed a Rule 10b5-1 instruction letter that constitutes a “Rule 10b5-1 trading arrangement” intended to satisfy the affirmative defense of Rule 10b5-1(c)(1) of the Exchange Act, providing for the sale of the number of shares necessary to satisfy his tax withholding obligations upon the future settlement of all restricted stock unit or vesting of restricted stock. The instruction letter becomes effective on November 18, 2025 and does not include a termination date.

On August 20, 2025, Kenneth Gianella, the Company’s Chief Financial Officer, executed a Rule 10b5-1 instruction letter that constitutes a “Rule 10b5-1 trading arrangement” intended to satisfy the affirmative defense of Rule 10b5-1(c)(1) of the Exchange Act, providing for the sale of the number of shares necessary to satisfy his tax withholding obligations upon the future settlement of all restricted stock units or vesting of restricted stock. The instruction letter becomes effective on November 19, 2025 and does not include a termination date.

On August 12, 2025, Theodore L. Tewksbury Ph.D., the Chair of the Company’s Board of Directors, adopted a “Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K. The plan provides for the periodic sale of up to 6,780 shares of common stock between November 11, 2025 and August 12, 2026.

On September 8, 2025, Stephen Skaggs, a member of the Company’s Board of Directors, adopted a “Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K. The plan provides for the periodic sale of up to 20,000 shares of common stock between February 5, 2026 and December 31, 2026.

Other than as described above, during the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits.

The following exhibits are filed with this Quarterly Report on Form 10-Q/A:

Exhibit Number

Description

Incorporated by Reference

Form

File No.

Exhibit

Filing Date

Filed/ Furnished herewith

31.1

Certification of Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended

*

31.2

Certification of Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended

*

101.INS

Inline XBRL Instance Document—the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.

*

101.SCH

Inline XBRL Taxonomy Extension Schema Document

*

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

*

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

*

101.LAB

Inline XBRL Taxonomy Label Linkbase Document

*

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

*

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*

* Filed herewith.

SIGNATURE

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.

				Ouster, Inc.
Date: November 7, 2025				By:		/s/ Kenneth P. Gianella
				Name:		Kenneth P. Gianella
				Title:		Chief Financial Officer (principal financial officer and principal accounting officer)

FAQ

What did Ouster (OUST) change in this 10-Q/A amendment?

It added an omitted Item 5 disclosure for a Rule 10b5-1 plan adopted by the Board Chair on August 12, 2025, and filed updated CEO/CFO certifications.

Which Rule 10b5-1 trading arrangements are disclosed for OUST insiders?

Plans include Theodore L. Tewksbury’s periodic sale plan (up to 6,780 shares) and Stephen Skaggs’ periodic sale plan (up to 20,000 shares), plus tax-withholding instruction letters for the GC, COO, and CFO.

What are the sale windows and share amounts for the disclosed plans?

Tewksbury: up to 6,780 shares from November 11, 2025 to August 12, 2026. Skaggs: up to 20,000 shares from February 5, 2026 to December 31, 2026.

Do the executive instruction letters involve discretionary sales?

They provide for sales to cover tax withholding upon settlement or vesting of equity awards and are effective November 18–19, 2025; they do not include a termination date.

Were Ouster’s financial statements changed in this amendment?

No. The company states no changes were made to the financial statements from the original filing.

How many Ouster shares were outstanding?

Shares outstanding were 60,005,219 as of October 29, 2025.

What certifications were included with the 10-Q/A?

Updated CEO and CFO certifications under Rules 13a-14(a)/15d-14(a) were filed; certain paragraphs were omitted since no financial statements were included.