Ouster raises $191.9M in stock offering

Ouster, Inc. completed an underwritten public offering of 3,621,876 shares of common stock at $55.22 per share, generating net proceeds of about $191.9 million.

Rhea-AI Filing Summary

Ouster, Inc. completed an underwritten public offering of 3,621,876 shares of common stock at $55.22 per share, generating net proceeds of about $191.9 million. The shares were sold to Northland Securities, Inc. under an underwriting agreement using Ouster’s effective Form S-3 shelf registration.

The underwriter also received a 30-day option to buy up to 543,281 additional shares to cover any over-allotments. Ouster, its directors, and executive officers agreed to a 60-day lock-up on additional common stock sales, subject to limited exceptions, as described in the prospectus supplement.

Insights

Capital markets analyst

Ouster raises $191.9M in an underwritten equity offering.

Ouster entered an underwriting agreement with Northland Securities to sell 3,621,876 common shares at $55.22 per share. The transaction was conducted off an effective Form S-3 shelf, indicating advance registration for potential capital needs.

The company reports net proceeds of about $191.9 million after underwriting discounts and commissions. The underwriter holds a 30-day option for up to 543,281 additional shares for over-allotments, which could modestly increase total capital raised and dilution if exercised.

A 60-day lock-up for the company, directors, and executive officers limits additional share sales immediately after the offering. Future company filings may clarify how this new capital is deployed and whether the over-allotment option is exercised.

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

Firm shares sold: 3,621,876 shares Over-allotment option shares: 543,281 shares Public offering price: $55.22 per share +5 more

8 metrics

Firm shares sold 3,621,876 shares Common stock issued in the underwritten offering

Over-allotment option shares 543,281 shares Optional shares for 30-day over-allotment coverage

Public offering price $55.22 per share Price to the public for each common share

Net proceeds $191.9 million Net cash received after underwriting discounts and commissions

Lock-up period 60 days Restriction on sales by company, directors, and officers after July 2, 2026

Shelf registration reference Form S-3, No. 333-297220 Effective shelf registration used for the offering

Underwriting agreement date July 2, 2026 Date Ouster entered the underwriting agreement

Offering closing date July 6, 2026 Date sale and issuance of firm shares were completed

Key Terms

underwriting agreement, over-allotments, shelf registration statement, lock-up agreement, +1 more

5 terms

underwriting agreement financial

"Ouster, Inc. entered into an underwriting agreement with Northland Securities, Inc. as underwriter"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

over-allotments financial

"30-day option, solely for the purpose of covering over-allotments, if any, to purchase up to an additional 543,281 shares"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

shelf registration statement regulatory

"filed with the Securities and Exchange Commission pursuant to the Company’s effective 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.

lock-up agreement financial

"including the form of lock-up agreement, is attached as Exhibit 1.1"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

opinion of Latham & Watkins LLP regulatory

"A copy of the opinion of Latham & Watkins LLP relating to the validity of the securities issued"

FAQ

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

What equity offering did Ouster (OUST) announce in this 8-K?

Ouster completed an underwritten public offering of 3,621,876 shares of common stock. The shares were sold to Northland Securities at a public price of $55.22 per share, using Ouster’s effective Form S-3 shelf registration statement.

How much capital did Ouster (OUST) raise in net proceeds?

Ouster reports net proceeds of approximately $191.9 million from the offering. This figure is stated after deducting the underwriter’s discounts and commissions, so it reflects the cash actually received by the company from the 3,621,876 shares sold.

What is the size of the underwriter’s over-allotment option for Ouster (OUST)?

The underwriting agreement grants Northland Securities a 30-day option to purchase up to 543,281 additional shares. This option is solely to cover over-allotments, meaning it may be used if investor demand requires more shares than the initial 3,621,876 sold.

Was Ouster’s stock sale conducted under a shelf registration statement?

Yes. The offering was made pursuant to a prospectus supplement and related prospectus filed under Ouster’s effective Form S-3 shelf registration statement, identified as Registration No. 333-297220, allowing the company to issue registered shares more efficiently.

Are there any lock-up restrictions on Ouster (OUST) insiders after this offering?

Ouster, along with its directors and executive officers, agreed not to sell or transfer common stock for 60 days after July 2, 2026. Any exceptions are described in the prospectus supplement, and the lock-up requires written consent from the underwriter to waive.

What key agreements and exhibits are attached to Ouster’s 8-K?

The 8-K includes the underwriting agreement with Northland Securities as Exhibit 1.1, a legal opinion from Latham & Watkins LLP as Exhibit 5.1, a related consent in Exhibit 23.1, and the cover page interactive data file as Exhibit 104, all incorporated by reference.

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

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Accepted by SEC EDGAR 07/06/2026 - 04:00 PM Learn about SEC filing dates

false 0001816581 0001816581 2026-07-02 2026-07-02

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): July 2, 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)		(IRS Employer Identification Number)

350 Treat Avenue

San Francisco, California 94110

(Address of principal executive offices, including Zip Code)

(415) 949-0108

(Registrant’s telephone number, including area code)

N/A

(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 (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 July 2, 2026, Ouster, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Northland Securities, Inc. as underwriter (the “Underwriter”), pursuant to which the Company agreed to issue and sell an aggregate of 3,621,876 shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (“Common Stock”) to the Underwriter (the “Offering”). Additionally, under the terms of the Underwriting Agreement, the Company granted the Underwriter a 30-day option, solely for the purpose of covering over-allotments, if any, to purchase up to an additional 543,281 shares of Common Stock (the “Optional Shares,” and together with the Firm Shares, the “Shares”). The price to the public in the Offering was $55.22 per share.

The Offering was made under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-297220).

On July 6, 2026, the Company completed the sale and issuance of an aggregate of 3,621,876 shares of Common Stock. The Company received net proceeds of approximately $191.9 million, after deducting the Underwriter’s discounts and commissions.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The Company and the Company’s directors and executive officers also agreed not to sell or transfer any Common Stock for 60 days after July 2, 2026, without first obtaining the written consent of the Underwriter, subject to certain exceptions as described in the prospectus supplement.

A copy of the Underwriting Agreement, including the form of lock-up agreement, is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and lock-up agreements are not complete descriptions thereof, and are qualified in their entirety by reference to such exhibit.

A copy of the opinion of Latham & Watkins LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of July 2, 2026, between Ouster, Inc. and Northland Securities, Inc.
5.1		Opinion of Latham & Watkins LLP
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 6, 2026				OUSTER, INC.
				By:		/s/ Kenneth P. Gianella
				Name:		Kenneth P. Gianella
				Title:		Chief Financial Officer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 182.7 KB
• EX-5.1 EX-5.1 12.2 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