Ouster officer to sell 17K shares for tax withholding

Ouster officer Kenneth Gianella filed a Rule 144 notice to sell shares primarily to cover tax withholding from vesting RSUs.

Rhea-AI Filing Summary

Ouster, Inc. (OUST) officer Kenneth P. Gianella filed a notice under Rule 144 to permit the sale of up to 17,002 shares of Ouster common stock with an aggregate market value of $637,404.98 as of September 11, 2026. The notice states the shares will be sold to cover withholding taxes upon vesting of restricted stock units that were awarded under an incentive award plan.

Key Figures

Shares subject to Rule 144 notice: 17,002 shares Aggregate market value of shares in notice: $637,404.98 Shares outstanding: 72,112,333 shares +4 more

7 metrics

Shares subject to Rule 144 notice 17,002 shares Common stock that may be sold under the notice as of September 11, 2026

Aggregate market value of shares in notice $637,404.98 Market value of the 17,002 shares referenced in the notice

Shares outstanding 72,112,333 shares Ouster common shares outstanding referenced in the filing as of September 11, 2026

RSU award 1 25,000 units Restricted stock units awarded May 19, 2025 under an incentive award plan for services rendered

RSU award 2 4,613 units Restricted stock units awarded April 11, 2026 under an incentive award plan for services rendered

Sale on June 12, 2026 54,337 shares; $2,109,525.35 Common stock sold previously by Kenneth Gianella during the past 3 months

Sales on August 18, 2026 39,000 shares; $1,813,?78.32 Multiple common stock sales reported for that date during the past 3 months

Key Terms

Rule 144, restricted stock units, incentive award plan, withholding taxes

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

restricted stock units financial

"Restricted stock units awarded under incentive award plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

incentive award plan financial

"Restricted stock units awarded under incentive award plan"

An incentive award plan is a formal program that rewards employees, executives, or directors with cash, stock, options, or other pay when the company meets set goals or performance targets. Like a sales commission or a loyalty program that pays out when you hit milestones, it’s designed to align staff behavior with company objectives; investors care because it affects a company’s costs, share count (dilution), leadership incentives, and long-term value creation.

withholding taxes financial

"Shares are to be sold to cover withholding taxes upon vesting"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does OUST’s Form 144 filing by Kenneth Gianella disclose?

It discloses that Kenneth P. Gianella, an officer of Ouster, Inc. (OUST), filed a Rule 144 notice to permit the sale of up to 17,002 shares of common stock, primarily to cover withholding taxes on vesting restricted stock units.

How many OUST shares may be sold under this Rule 144 notice?

The notice permits the potential sale of up to 17,002 shares of Ouster common stock, with an aggregate market value of $637,404.98 as of September 11, 2026.

Why is Kenneth Gianella selling OUST shares according to the filing?

The remarks state the shares are to be sold to cover withholding taxes upon the vesting of restricted stock units that were awarded under an incentive award plan for services rendered.

What prior OUST share sales by Kenneth Gianella are reported in the last 3 months?

The filing reports prior sales of 54,337 shares on June 12, 2026 for $2,109,525.35 and multiple sales on August 18, 2026 totaling 39,000 shares for combined proceeds of $1,813,?78.32 (sum of the listed transaction amounts).

How many OUST shares were outstanding as referenced in this Form 144?

The notice references 72,112,333 shares of Ouster common stock outstanding as of September 11, 2026, which serves as a baseline figure for applying Rule 144 volume limits.

How were the OUST shares to be sold originally acquired by Kenneth Gianella?

The securities to be sold trace to restricted stock units awarded under an incentive award plan, including awards of 25,000 units on May 19, 2025 and 4,613 units on April 11, 2026, granted for services rendered.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 08:56 PM Accepted by SEC EDGAR 09/11/2026 - 08:55 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001677143
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Ouster, Inc.
SEC File Number	001-39463
Address of Issuer	350 TREAT AVENUE SAN FRANCISCO CALIFORNIA 94110
Phone	(415) 949-0108
Name of Person for Whose Account the Securities are To Be Sold	Gianella Kenneth P.
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	ETRADE FINANCIAL CORPORATION 3 EDISON DRIVE ALPHARETTA GA 30005	17002	637404.98	72112333	09/11/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	09/11/2026	Restricted stock units awarded under incentive award plan	Issuer			25000	05/19/2025	Services rendered
Common Stock	09/11/2026	Restricted stock units awarded under incentive award plan	Issuer			4613	04/11/2026	Services rendered

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Kenneth Gianella 350 TREAT AVENUE SAN FRANCISCO CA 94110	Common Stock	06/12/2026	54337	2109525.35
Kenneth Gianella 350 TREAT AVENUE SAN FRANCISCO CA 94110	Common Stock	08/18/2026	17927	800417.24
Kenneth Gianella 350 TREAT AVENUE SAN FRANCISCO CA 94110	Common Stock	08/18/2026	13364	608386.75
Kenneth Gianella 350 TREAT AVENUE SAN FRANCISCO CA 94110	Common Stock	08/18/2026	8201	380555.10
Kenneth Gianella 350 TREAT AVENUE SAN FRANCISCO CA 94110	Common Stock	08/18/2026	508	23919.23

144: Remarks and Signature

Remarks	Shares are to be sold to cover withholding taxes upon vesting of restricted stock units.
Date of Notice	09/11/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	08/20/2025
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Megan Chung, as Attorney-in-Fact for Kenneth Gianella
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)