Ouster Insider Sale: 25,329 Shares Sold Under 10b5-1 Plan

Rhea-AI Filing Summary

Mark Frichtl, Chief Technology Officer and director of Ouster, Inc. (OUST), reported a sale of 25,329 shares of common stock on 09/12/2025. The filing states the shares were sold to cover withholding taxes arising from the vesting and settlement of restricted stock units, with a weighted average sale price of $28.4581 per share and individual sale prices ranging from $28.4299 to $29.0001. After the reported disposition, the reporting person beneficially owned 665,403 shares, which includes 2,611 shares acquired on 05/15/2025 under the companys Amended and Restated 2022 Employee Stock Purchase Plan. The sale was executed under a Rule 10b5-1 instruction letter dated 06/09/2025.

Insights

Corporate Governance Expert

Routine tax-related disposition under a pre-established trading plan; no governance red flags disclosed.

The Form 4 documents a common administrative sell-to-cover transaction following RSU vesting. Use of a Rule 10b5-1 plan indicates the trades were pre-authorized which typically reduces insider timing concerns. The filing notes continuing beneficial ownership of 665,403 shares and a small ESPP purchase of 2,611 shares, showing ongoing participation in company equity programs. No other changes to officer role or material disclosures are present in this filing.

Securities Analyst

Insider sold a small portion of holdings to satisfy tax obligations; transaction appears administrative rather than directional.

The reported 25,329-share disposition was a weighted-average sale at approximately $28.46 per share, executed under a documented 10b5-1 plan. The filing explicitly attributes the sale to withholding for RSU settlement, and it discloses remaining beneficial ownership. There are no disclosed acquisitions or exercise of derivatives in this report and no indication of material change to overall insider ownership percentage within this single filing.

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

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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).

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)
09/12/2025

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	09/12/2025		S		25,329(1)	D	$28.4581(2)	665,403(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.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.4299 to $29.0001. 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 2,611 shares of common stock acquired by the Reporting Person on May 15, 2025, pursuant to the Company's Amended and Restated 2022 Employee Stock Purchase Plan.

Remarks:

The sale transaction reported herein was made pursuant to a Rule 10b5-1 instruction letter dated June 9, 2025.

	/s/ Megan Chung, as Attorney-in-Fact for Mark Frichtl	09/16/2025
	** 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).
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.

FAQ

What did Mark Frichtl report in his Form 4 for OUST?

He reported the sale of 25,329 shares of Ouster common stock on 09/12/2025 to cover RSU withholding taxes.

At what price were the shares sold according to the Form 4?

The filing reports a weighted average sale price of $28.4581 per share with individual prices ranging from $28.4299 to $29.0001.

How many OUST shares does Mark Frichtl beneficially own after the transaction?

Following the reported disposition he beneficially owned 665,403 shares, which includes 2,611 shares purchased under the ESPP on 05/15/2025.

Was the sale part of a pre-arranged trading plan?

Yes. The sale was executed pursuant to a Rule 10b5-1 instruction letter dated 06/09/2025.

Why were the shares sold according to the filing?

The filing states the shares were sold to cover withholding taxes incurred upon the vesting and settlement of restricted stock units.