Ouster sets up $100M at-the-market stock program

Rhea-AI Filing Summary

Ouster, Inc. entered into a Sales Agreement with Oppenheimer & Co., Northland Securities, Rosenblatt Securities, and Roth Capital Partners to sell, from time to time, shares of its common stock in an at-the-market program with an aggregate offering price of up to $100 million.

The agents will use commercially reasonable efforts to place shares under Rule 415(a)(4), earning a commission of up to 3.0% of gross proceeds. Ouster may terminate the arrangement on five days’ notice. The shares are registered under an effective Form S-3 shelf, and any net cash proceeds are intended for general corporate purposes, including working capital.

Insights

Capital markets analyst

Ouster adds up to $100M flexible equity capacity via an ATM program.

Ouster, Inc. put in place an at-the-market equity program allowing periodic sales of common stock up to $100 million. Such programs give companies discretion to issue shares over time, often matching capital raises with market windows and funding needs.

The company will pay agents a commission of up to 3.0% of gross proceeds, which slightly reduces net capital raised per share sold. Net cash proceeds are earmarked for general corporate purposes, including working capital, so the actual effect will depend on how much of the capacity Ouster ultimately uses.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ATM program size: $100 million Agent commission: up to 3.0% of gross proceeds Termination notice period: 5 days +1 more

4 metrics

ATM program size $100 million Aggregate offering price of common stock under Sales Agreement

Agent commission up to 3.0% of gross proceeds Commission on each sale of shares under the ATM program

Termination notice period 5 days Notice required for either party to terminate the Sales Agreement

Shelf effectiveness date May 12, 2025 Form S-3 shelf registration statement declared effective by SEC

Key Terms

at the market offering, Sales Agreement, shelf registration statement, Form S-3, +1 more

5 terms

at the market offering financial

"deemed to be an “at the market offering” under Rule 415(a)(4)"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

Sales Agreement financial

"entered into a Sales Agreement with Oppenheimer & Co. Inc., Northland Securities"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

shelf registration statement regulatory

"The Shares will be offered pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form S-3 regulatory

"shelf 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.

prospectus supplement regulatory

"and a prospectus supplement filed with the Commission on May 8, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

FAQ

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

What equity program did Ouster (OUST) establish in this 8-K?

Ouster established an at-the-market equity program allowing it to sell common stock with an aggregate offering price of up to $100 million. Shares may be sold from time to time through several agents under an existing Form S-3 shelf registration.

Which firms act as agents under Ouster (OUST)’s ATM Sales Agreement?

The Sales Agreement appoints Oppenheimer & Co. Inc., Northland Securities, Rosenblatt Securities, and Roth Capital Partners as agents. They may sell Ouster common stock as agents or principals in at-the-market offerings under Rule 415(a)(4).

How much commission will Ouster (OUST) pay on ATM share sales?

Ouster will pay the agents a commission of up to 3.0% of the gross proceeds from each sale of shares under the at-the-market program. This percentage is calculated on the total dollar value of stock sold in each transaction.

How can the Ouster (OUST) ATM Sales Agreement be terminated?

The Sales Agreement may be terminated by either Ouster or the agents at any time upon five days’ notice to the other party. This notice provision allows both sides to end the arrangement relatively quickly if circumstances change.

What does Ouster (OUST) plan to do with ATM proceeds?

Ouster intends to use any net cash proceeds it receives from ATM share sales for general corporate purposes, including working capital. This gives the company flexibility to support operations, growth initiatives, or other corporate needs.

Under which registration statement will Ouster (OUST) offer ATM shares?

The shares sold through the ATM program will be offered under Ouster’s Form S-3 shelf registration statement (File No. 333-286936), which the SEC declared effective on May 12, 2025, together with a related prospectus supplement filed May 8, 2026.

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

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Accepted by SEC EDGAR 05/08/2026 - 05:27 PM Learn about SEC filing dates

false 0001816581 0001816581 2026-05-08 2026-05-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 8, 2026

Ouster, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39463		86-2528989
(State or other jurisdiction of incorporation)		(Commission File Number)		(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)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01 Other Events.

On May 8, 2026, Ouster, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Oppenheimer & Co. Inc., Northland Securities, Inc., Rosenblatt Securities Inc., and Roth Capital Partners, LLC (each, an “Agent” and, collectively the “Agents”), pursuant to which the Company may offer and sell, from time to time, through or to the Agents, acting as agents or principals, shares of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price of up to $100 million (the “Shares”).

The Company is not obligated to sell any Shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Agents will use commercially reasonable efforts, consistent with their normal trading and sales practices, to sell Shares from time to time based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions specified by the Company. Under the Sales Agreement, the Agents may sell Shares by any method permitted by law deemed to be an “at the market offering” under Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). The Company will pay the Agents a commission up to 3.0% of the gross proceeds from each sale of Shares and provide the Agents with customary indemnification and contribution rights. The Sales Agreement may be terminated by the Agents or the Company at any time upon five (5) days’ notice to the other party.

The Shares will be offered pursuant to a shelf registration statement on Form S-3 (File No. 333-286936), which was declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on May 12, 2025, and a prospectus supplement filed with the Commission on May 8, 2026 in connection with the offer and sale of the Shares pursuant to the Sales Agreement.

The Sales Agreement contains customary representations, warranties, covenants, indemnification obligations of the Company and the Agents, including for liabilities under the Securities Act and other obligations of the parties. The representations, warranties and covenants contained in the Sales Agreement were made only for purposes of such agreement, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company intends to use any net cash proceeds it receives from the issuance and sale by it of any shares of the Company’s common stock to or through the Agents for general corporate purposes, including working capital.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Sales Agreement nor shall there be any sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Sales Agreement, dated May 8, 2026, by and between the Company and Oppenheimer & Co. Inc., Northland Securities, Inc., Rosenblatt Securities Inc., and Roth Capital Partners, LLC
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 hereunto duly authorized.

				Ouster, Inc.
Date: May 8, 2026				By:		/s/ Kenneth P. Gianella
				Name:		Kenneth P. Gianella
				Title:		Chief Financial Officer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 194.5 KB
• EX-5.1 EX-5.1 12.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB