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

Yes. A footnote explains the sale followed a Rule 10b5-1 sale-to-cover instruction letter dated August 20, 2025. Such arrangements pre-establish trading instructions, particularly for tax-related transactions.

Ouster (NYSE: OUST) CFO sells 54,337 shares in Rule 10b5-1 tax sale

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ouster, Inc.’s Chief Financial Officer Kenneth P. Gianella reported an open-market sale of 54,337 shares of Common Stock. The shares were sold on June 12, 2026 at a weighted average price of $38.823 per share.

According to the filing, the sale was made 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. After this transaction, Gianella directly holds 301,014 Ouster shares.

Insider Trade Summary 10b5-1

Net Seller: 54,337 shares ($2,109,525)

Net Sell 1 txn

Insider Gianella Kenneth P.

Role Chief Financial Officer

Sold 54,337 shs ($2.11M)

Type	Security	Shares	Price	Value
Sale	Common Stock	54,337	$38.823	$2.11M

Holdings After Transaction: Common Stock — 301,014 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 $39.54. 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.

Key Figures

Shares sold: 54,337 shares Weighted average sale price: $38.823 per share Post-transaction holdings: 301,014 shares +2 more

5 metrics

Shares sold 54,337 shares Open-market sale on June 12, 2026

Weighted average sale price $38.823 per share Common Stock sale on June 12, 2026

Post-transaction holdings 301,014 shares Direct ownership after June 12, 2026 sale

Sale price range $38.82–$39.54 per share Multiple transactions in reported sale

Rule 10b5-1 instruction date August 20, 2025 Sale-to-cover instruction letter for tax withholding

Key Terms

Rule 10b5-1, restricted stock units, weighted average price, open-market sale

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.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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Form 4 Insider Transactions: What Each Field Means →

06/16/2026 - 04:26 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^*

Gianella Kenneth P.

(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)
	Chief Financial Officer

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		54,337⁽¹⁾	D	$38.823⁽²⁾	301,014	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 $39.54. 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.

	/s/ Megan Chung, as Attorney-in-Fact for Kenneth P. Gianella	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 its CFO?

Ouster reported that CFO Kenneth P. Gianella sold 54,337 shares of Common Stock. The sale occurred on June 12, 2026, and was conducted as an open-market transaction according to the Form 4 disclosure.

At what price did the Ouster (OUST) CFO sell his shares?

The CFO’s sale used a weighted average price of $38.823 per share. A footnote explains that the shares were sold in multiple trades between $38.82 and $39.54 per share during the transaction.

Why did the Ouster (OUST) CFO sell 54,337 shares?

The filing states the 54,337 shares were sold to cover withholding taxes from vesting and settlement of restricted stock units. This was done under a Rule 10b5-1 sale-to-cover instruction letter dated August 20, 2025.

How many Ouster (OUST) shares does the CFO hold after the sale?

After the reported sale, CFO Kenneth P. Gianella directly owns 301,014 Ouster Common Stock shares. This post-transaction figure reflects his remaining direct holdings as disclosed in the Form 4.

What price range did Ouster (OUST) shares trade at in this insider sale?

The filing notes the shares were sold in multiple transactions between $38.82 and $39.54 per share. The reported $38.823 figure represents the weighted average sale price across those trades.