Ouster (OUST) director sells shares under 10b5-1 plan and gets RSUs

Rhea-AI Filing Summary

Ouster director Ted L. Tewksbury III reported both an equity grant and a small share sale. On June 17, 2026, he acquired 4,725 shares of common stock at $0 as a grant tied to restricted stock units that vest quarterly through the earlier of June 17, 2027 or the 2027 annual meeting, subject to continued service. On June 22, 2026, he sold 1,695 shares of common stock at $47.00 per share in an open-market transaction under a pre-arranged Rule 10b5-1 plan that includes tax planning sales. Following these transactions, he directly holds 124,999 shares of Ouster common stock.

Insights

Equity compensation and insider-trading analyst

Routine RSU grant plus small pre-planned sale; net position remains large.

The filing shows a standard director compensation event and a modest liquidity move. Ted L. Tewksbury III received 4,725 shares as a grant at $0, representing restricted stock units that vest quarterly through the earlier of June 17, 2027 or the 2027 annual meeting.

He then sold 1,695 shares at $47.00 per share on June 22, 2026 in an open-market transaction executed under a pre-arranged Rule 10b5-1 plan, with footnotes noting tax planning purposes. This structure generally signals routine portfolio management rather than discretionary timing.

After these movements, his direct holdings stand at 124,999 shares of common stock, so the sale represents a small fraction of his position. With no derivative positions listed and vesting tied to continued service, subsequent company filings may provide additional context on future RSU vesting and any further plan-based sales.

Insider Trade Summary 10b5-1

Net Seller: 1,695 shares ($79,665)

Net Sell 2 txns

Insider Tewksbury Ted L III

Role null

Sold 1,695 shs ($80K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,695	$47.00	$80K
Grant/Award	Common Stock	4,725	$0.00	--

Holdings After Transaction: Common Stock — 124,999 shares (Direct, null)

Footnotes (1)

1. Consists of Ouster, Inc. (the "Company") restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Company's common stock. The RSUs vest in quarterly installments through the earlier of June 17, 2027 or the Company's 2027 annual meeting of stockholders, subject to the Reporting Person's continued service through the applicable vesting date. The RSUs have no expiration date. The Reporting Person will settle all awards of common stock received, including vested RSUs, upon the earlier of a change in control or separation from service with the Company. Reflects shares sold pursuant to a Rule 10b5-1 plan dated August 12, 2025. Includes sales made for tax planning purposes.

Key Figures

Shares sold: 1,695 shares Sale price: $47.00 per share RSU-related grant: 4,725 shares at $0 +2 more

5 metrics

Shares sold 1,695 shares Open-market sale at $47.00 on June 22, 2026

Sale price $47.00 per share Common stock sale on June 22, 2026

RSU-related grant 4,725 shares at $0 Grant/award acquisition on June 17, 2026

Post-transaction holdings 124,999 shares Common stock held directly after sale

Net share change -1,695 shares Net buy/sell shares in transaction summary

Key Terms

restricted stock units ("RSUs"), Rule 10b5-1 plan, change in control

3 terms

restricted stock units ("RSUs") financial

"Consists of Ouster, Inc. ... restricted stock units ("RSUs"). Each RSU represents a contingent right..."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Rule 10b5-1 plan regulatory

"Reflects shares sold pursuant to a Rule 10b5-1 plan dated August 12, 2025."

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

change in control financial

"The Reporting Person will settle all awards ... upon the earlier of a change in control or separation from service..."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Tewksbury Ted L III

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/17/2026		A		4,725(1)	A	$0	126,694	D
Common Stock	06/22/2026		S		1,695(2)	D	$47	124,999	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. Consists of Ouster, Inc. (the "Company") restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Company's common stock. The RSUs vest in quarterly installments through the earlier of June 17, 2027 or the Company's 2027 annual meeting of stockholders, subject to the Reporting Person's continued service through the applicable vesting date. The RSUs have no expiration date. The Reporting Person will settle all awards of common stock received, including vested RSUs, upon the earlier of a change in control or separation from service with the Company.

2. Reflects shares sold pursuant to a Rule 10b5-1 plan dated August 12, 2025. Includes sales made for tax planning purposes.

	/s/ Megan Chung, as Attorney-in-Fact for Ted L. Tewksbury III	06/22/2026
	** 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)

FAQ

What insider transactions did Ouster (OUST) director Ted L. Tewksbury III report?

He reported two transactions: a grant of 4,725 shares of Ouster common stock at $0 on June 17, 2026, and an open-market sale of 1,695 shares at $47.00 per share on June 22, 2026, leaving him with 124,999 shares held directly.

Was the Ouster (OUST) director’s share sale made under a Rule 10b5-1 plan?

Yes. The filing notes the 1,695-share sale at $47.00 per share was executed pursuant to a Rule 10b5-1 plan dated August 12, 2025. The footnote also states that the sales include transactions made for tax planning purposes, indicating a pre-planned, systematic approach.

How many Ouster (OUST) shares does Ted L. Tewksbury III hold after the reported transactions?

After the reported grant and sale, he directly holds 124,999 shares of Ouster common stock. This figure comes from the post-transaction ownership line in the sale entry, showing that despite the 1,695-share disposition, his remaining equity stake is still substantial.

What are the terms of the Ouster (OUST) RSU grant to Ted L. Tewksbury III?

The grant consists of RSUs where each unit converts into one share of common stock. These RSUs vest in quarterly installments through the earlier of June 17, 2027 or the 2027 annual meeting, contingent on continued service, and are settled upon a change in control or separation from service.

Is the Ouster (OUST) director’s sale a buy or sell signal for investors?

The filing presents it as a routine, pre-planned sale. Only 1,695 shares were sold under a Rule 10b5-1 plan for tax planning, while 124,999 shares remain held. The transaction scale and pre-arranged nature limit its directional significance on the company’s outlook.