Tax-cover sale: Ouster (OUST) counsel sells 11,261 shares under plan

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ouster, Inc. General Counsel and Secretary Megan Chung reported an open-market sale of 11,261 shares of common stock at a weighted average price of $38.823 per share on June 12, 2026. The shares were 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.

After this transaction, Chung directly holds 202,859 shares of Ouster common stock, which include 284 shares acquired on May 15, 2026 through the company’s Amended and Restated 2022 Employee Stock Purchase Plan.

Insider Trade Summary 10b5-1

Net Seller: 11,261 shares ($437,186)

Net Sell 1 txn

Insider Chung Megan

Role General Counsel and Secretary

Sold 11,261 shs ($437K)

Type	Security	Shares	Price	Value
Sale	Common Stock	11,261	$38.823	$437K

Holdings After Transaction: Common Stock — 202,859 shares (Direct, null)

Footnotes (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 20, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.82 to $39.59. 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. Includes 284 shares of common stock acquired by the Reporting Person on May 15, 2026, pursuant to the Company's Amended and Restated 2022 Employee Stock Purchase Plan.

Key Figures

Shares sold: 11,261 shares Weighted average sale price: $38.823 per share Post-transaction holdings: 202,859 shares +2 more

5 metrics

Shares sold 11,261 shares Open-market sale on June 12, 2026

Weighted average sale price $38.823 per share Common stock sale to cover taxes

Post-transaction holdings 202,859 shares Common stock directly held after sale

Price range of sales $38.82–$39.59 per share Multiple transactions comprising reported weighted average

ESPP shares included 284 shares Acquired May 15, 2026 under 2022 Employee Stock Purchase Plan

Key Terms

Rule 10b5-1, restricted stock units, weighted average price, Employee Stock Purchase Plan

4 terms

Rule 10b5-1 regulatory

"pursuant to a Rule 10b5-1 sale to cover instruction letter dated August 20, 2025"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

restricted stock units financial

"withholding taxes incurred upon the vesting and settlement of restricted stock units"

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.

weighted average price financial

"The price reported in Column 4 is a weighted average price"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Employee Stock Purchase Plan financial

"pursuant to the Company's Amended and Restated 2022 Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

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Form 4 Insider Transactions: What Each Field Means →

06/16/2026 - 04:16 PM

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).

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^*

Chung Megan

(Last)

(First)

(Middle)

350 TREAT AVENUE

(Street)

SAN FRANCISCO

CALIFORNIA

94110

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)
	General Counsel and Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/12/2026		S		11,261⁽¹⁾	D	$38.823⁽²⁾	202,859⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 20, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.82 to $39.59. 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 284 shares of common stock acquired by the Reporting Person on May 15, 2026, pursuant to the Company's Amended and Restated 2022 Employee Stock Purchase Plan.

	/s/ Megan Chung	06/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Ouster (OUST) report for Megan Chung?

Ouster reported that General Counsel and Secretary Megan Chung sold 11,261 shares of common stock. The transaction was an open-market sale used to cover tax withholding on vested restricted stock units under a pre-arranged Rule 10b5-1 instruction.

At what price did Megan Chung’s Ouster (OUST) shares sell in this Form 4?

The reported weighted average sale price was $38.823 per share. A footnote explains the shares were sold in multiple transactions at prices ranging from $38.82 to $39.59, with detailed breakdowns available upon request to the company or regulators.

How many Ouster (OUST) shares does Megan Chung hold after the reported sale?

Following the tax-cover sale, Megan Chung directly holds 202,859 shares of Ouster common stock. This total includes 284 shares she acquired on May 15, 2026, through Ouster’s Amended and Restated 2022 Employee Stock Purchase Plan.

Why did Megan Chung sell Ouster (OUST) shares according to the Form 4?

The Form 4 states the 11,261 shares were sold to cover withholding taxes from the vesting and settlement of restricted stock units. The sale was executed under a previously established Rule 10b5-1 sale-to-cover instruction letter dated August 20, 2025.

Was the Ouster (OUST) insider sale by Megan Chung part of a Rule 10b5-1 plan?

Yes. A footnote specifies the sale was made pursuant to a Rule 10b5-1 sale-to-cover instruction letter dated August 20, 2025. Such pre-arranged plans automate transactions, particularly for tax obligations on equity awards.