Ouster (OUST) terminates ATM program after selling $97.5M

Rhea-AI Filing Summary

Ouster, Inc. terminated its At Market Issuance Sales Agreement and continuous ATM offering. The company had registered up to $100,000,000 of common stock under the 2025 ATM Program and, as of May 8, 2026, had sold $97.5 million of shares under that program.

The 2025 Sales Agreement with Oppenheimer & Co. Inc. was terminated in accordance with its terms on May 8, 2026, ending the company’s ability to continue sales under that ATM program.

Insights

Capital Markets Analyst

ATM program wound down after near-full utilization.

Ouster registered $100,000,000 of common stock for at-the-market sales and sold $97.5 million under the 2025 ATM Program. The Sales Agreement with Oppenheimer was terminated on May 8, 2026.

Termination ends the continuous channel for incremental equity sales; subsequent capital needs will depend on other financing alternatives and company disclosures.

Key Figures

Registered ATM capacity: $100,000,000 Aggregate sales under ATM: $97.5 million Sales Agreement effective date: May 12, 2025 +1 more

4 metrics

Registered ATM capacity $100,000,000 registered under 2025 ATM Prospectus Supplement

Aggregate sales under ATM $97.5 million sold pursuant to the 2025 ATM Program as of May 8, 2026

Sales Agreement effective date May 12, 2025 date of the 2025 Sales Agreement with Oppenheimer

Termination date May 8, 2026 date company notified Agent of termination

Key Terms

At Market Issuance Sales Agreement, at the market offerings, Form S-3

3 terms

At Market Issuance Sales Agreement financial

"terms of an At Market Issuance Sales Agreement (the “2025 Sales Agreement”)"

An at market issuance sales agreement is a setup where a company arranges for an agent to sell newly issued shares directly into the public market at the current trading price, usually over time as needed. It matters to investors because it gives the company quick, flexible access to cash without setting a fixed price, but can dilute existing shareholders and affect the stock’s supply and short‑term price behavior—like a shop owner adding extra items to a shelf and selling them at whatever the going price is.

at the market offerings regulatory

"sales deemed to be “at the market offerings” as defined in Rule 415"

At-the-market offerings are a way for a company to raise cash by selling newly issued shares directly into the open market at the current trading price through a broker, rather than in a single large sale. Think of it like topping up a gas tank a little at a time at whatever the pump price is; it gives the company flexibility to raise money when conditions are favorable but can increase the number of shares outstanding and dilute existing investors, and frequent or large sales can put downward pressure on the stock price.

Form S-3 regulatory

"registration statement on Form S-3 (File No. 333-286936)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

Offering Details

ATM

Offering

Offering Type ATM

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Accepted by SEC EDGAR 05/08/2026 - 04:19 PM Learn about SEC filing dates

FAQ

What did OUST file in this 424B3 supplement?

This supplement terminates Ouster’s 2025 ATM Sales Agreement with Oppenheimer and ends the continuous ATM offering. It states the agreement was terminated and that sales under the program reached $97.5 million as of May 8, 2026.

How much capacity was registered under Ouster’s 2025 ATM program?

Ouster registered up to $100,000,000 of common stock for sale under the 2025 ATM Program. That registered capacity was established in the 2025 ATM Prospectus Supplement effective May 12, 2025.

How much has Ouster sold under the ATM program?

As of May 8, 2026, Ouster sold $97.5 million in shares pursuant to the 2025 ATM Program. The supplement records the aggregate sales amount and the termination of the Sales Agreement on that date.

Who acted as agent under the 2025 Sales Agreement?

Oppenheimer & Co. Inc. served as the Agent under the At Market Issuance Sales Agreement dated May 12, 2025. The company notified the Agent of termination on May 8, 2026.

Will the termination affect previously sold shares?

Previously sold shares remain issued and outstanding; the supplement documents aggregate sales of $97.5 million. The termination stops future sales under that Sales Agreement but does not alter past transactions already completed under the ATM program.

Filed Pursuant to Rule 424(b)(3)
Registration No. 333- 286936

SUPPLEMENT NO. 1 TO PROSPECTUS SUPPLEMENT DATED MAY 12, 2025

(To prospectus supplement dated May 12, 2025 and prospectus dated May 12, 2025)

Ouster, Inc.

This Supplement No. 1 to Prospectus Supplement (this “Supplement No. 1”) amends and supplements the information in the prospectus supplement (the “2025 ATM Prospectus Supplement”) to the registration statement on Form S-3 (File No. 333-286936) (the “Form S-3”), filed on May 2, 2025, as amended, and effective on May 12, 2025, of Ouster, Inc. (“we,” “us” and “our”). This Supplement No. 1 should be read in conjunction with and is qualified in its entirety by reference to the 2025 ATM Prospectus Supplement, except to the extent that the information herein amends or supersedes the information contained therein. This Supplement No. 1 is not complete without and may only be delivered or utilized in connection with the 2025 ATM Prospectus Supplement and any future amendments or supplements thereto.

We filed the 2025 ATM Prospectus Supplement to register the offer and sale of up to $100,000,000 of shares of our common stock, from time to time under the terms of an At Market Issuance Sales Agreement (the “2025 Sales Agreement”) with Oppenheimer & Co. Inc. (the “Agent”), dated as of May 12, 2025, relating to the offer and sale of shares of our common stock. In accordance with the terms of the 2025 Sales Agreement, we could offer and sell shares of our common stock having an aggregate offering price of up to $100,000,000 at any time and from time to time through or to the Agent, acting as sales agent or principal, in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “2025 ATM Program”). On May 8, 2026, we notified the Agent we were terminating the 2025 Sales Agreement in accordance with its terms. As of May 8, 2026, we have sold $97.5 million in shares of our common stock pursuant to the 2025 ATM Program.

The purpose of this Supplement No. 1 is to terminate our continuous offering under the 2025 ATM Prospectus Supplement and the 2025 Sales Agreement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this Supplement No. 1, the 2025 ATM Prospectus Supplement and the prospectus contained in the Form S-3. Any representation to the contrary is a criminal offense.

May 8, 2026