Ouster (OUST) COO discloses 10,919-share tax-withholding stock sale

Rhea-AI Filing Summary

Ouster, Inc.'s Chief Operating Officer reported selling 10,919 shares of common stock on 12/12/2025 at a weighted average price of $24.978, with sales executed at prices between $24.7757 and $24.98663.

The filing states the shares were sold to cover withholding taxes upon the vesting and settlement of restricted stock units pursuant to a Rule 10b5-1 sale to cover instruction letter dated August 19, 2025.

After this transaction, the reporting person beneficially owns 336,188 shares of Ouster common stock, including 975 shares acquired on November 15, 2025 through the company's Amended and Restated 2022 Employee Stock Purchase Plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SPENCER DARIEN

(Last) (First) (Middle)

350 TREAT AVENUE

(Street)

SAN FRANCISCO CA 94110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ouster, Inc. [ OUST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/12/2025		S		10,919(1)	D	$24.978(2)	336,188(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects shares sold to cover withholding taxes incurred upon the vesting and settlement of restricted stock units pursuant to a Rule 10b5-1 sale to cover instruction letter dated August 19, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.7757 to $24.98663. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Includes 975 shares of common stock acquired by the Reporting Person on November 15, 2025, pursuant to the Company's Amended and Restated 2022 Employee Stock Purchase Plan.

	/s/ Megan Chung, as Attorney-in-Fact for Darien Spencer	12/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Ouster (OUST) report for its Chief Operating Officer?

The Chief Operating Officer of Ouster, Inc. reported selling 10,919 shares of Ouster common stock on 12/12/2025 at a weighted average price of $24.978.

When did the Ouster COO sell shares and what was the price range?

The sale occurred on 12/12/2025. The filing reports a weighted average price of $24.978, with individual trades executed between $24.7757 and $24.98663.

Why were the 10,919 Ouster (OUST) shares sold by the COO?

The filing explains that the 10,919 shares were sold to cover withholding taxes incurred upon the vesting and settlement of restricted stock units, under a Rule 10b5-1 sale to cover instruction letter dated August 19, 2025.

How many Ouster shares does the COO own after the reported transaction?

Following the sale, the reporting person beneficially owns 336,188 shares of Ouster common stock, which includes 975 shares acquired on November 15, 2025 through the company's Amended and Restated 2022 Employee Stock Purchase Plan.

Was the Ouster COO’s stock sale made under a Rule 10b5-1 trading plan?

Yes. The transaction is indicated as made pursuant to a contract or instruction intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), and the footnotes reference a Rule 10b5-1 sale to cover instruction letter.

What type of security was involved in this Ouster (OUST) insider transaction?

The transaction involved common stock of Ouster, Inc.; no derivative securities are reported in Table II for this filing.