Ouster (NYSE: OUST) CTO reports tax-withholding stock sale under 10b5-1 plan

Rhea-AI Filing Summary

Ouster Chief Technology Officer Mark Frichtl reported an insider stock sale tied to equity compensation. On 12/12/2025, he sold 15,661 shares of Ouster common stock in a sale transaction at a weighted average price of $24.9797 per share.

Footnotes state 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 dated June 9, 2025. After this transaction, he beneficially owns 652,571 shares directly, including 2,829 shares acquired on November 15, 2025 under 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

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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^*

Frichtl Mark

(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 Technology 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		15,661(1)	D	$24.9797(2)	652,571(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 June 9, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.82 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 2,829 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 Mark Frichtl	12/16/2025
	** 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).
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FAQ

Who is the insider involved in the latest Ouster (OUST) stock transaction?

The report identifies Mark Frichtl, Ouster's Chief Technology Officer, as the reporting person for this insider stock transaction.

How many Ouster (OUST) shares did Mark Frichtl sell on 12/12/2025?

On 12/12/2025, Mark Frichtl sold 15,661 shares of Ouster common stock in a sale transaction at a weighted average price of $24.9797 per share.

Why did the Ouster (OUST) CTO sell shares in this transaction?

Footnotes explain that the shares were sold to cover withholding taxes incurred when restricted stock units vested and settled, as part of a sale-to-cover arrangement.

Was the Ouster (OUST) insider sale made under a Rule 10b5-1 plan?

Yes. The sale is described as being made pursuant to a Rule 10b5-1 sale to cover instruction letter dated June 9, 2025, indicating it followed a pre-established trading instruction.

How many Ouster (OUST) shares does Mark Frichtl own after this sale?

After the reported transaction, Mark Frichtl beneficially owns 652,571 Ouster shares directly.

What Ouster (OUST) shares did Mark Frichtl acquire through the employee stock purchase plan?

The disclosure notes that his holdings include 2,829 shares of common stock acquired on November 15, 2025 under the Company's Amended and Restated 2022 Employee Stock Purchase Plan.