Ouster (OUST) CEO sells 24,657 shares to cover RSU tax withholding

Rhea-AI Filing Summary

Ouster, Inc. President and CEO Charles Angus Pacala reported an open-market sale of 24,657 shares of Common Stock at a weighted average price of $23.4274 per share. According to the footnotes, the shares were sold to cover withholding taxes upon the vesting and settlement of restricted stock units under a Rule 10b5-1 sale-to-cover instruction. Following this transaction, he directly holds 960,660 shares of Ouster common stock.

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^*

Pacala Charles Angus

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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	03/12/2026		S		24,657(1)	D	$23.4274(2)	960,660	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 $22.8500 to $23.4522. 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 Angus Pacala	03/16/2026
	** 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.

FAQ

What insider transaction did Ouster (OUST) report for CEO Charles Angus Pacala?

Ouster reported that President and CEO Charles Angus Pacala sold 24,657 shares of Common Stock. The weighted average sale price was $23.4274 per share, and the transaction was coded as an open-market sale in a Form 4 insider filing.

Why did Ouster (OUST) CEO Charles Pacala sell 24,657 shares?

The shares were sold to cover withholding taxes incurred when restricted stock units vested and settled. A footnote explains the sale followed a Rule 10b5-1 sale-to-cover instruction letter, indicating it was a pre-arranged, tax-related transaction rather than a discretionary sale.

How many Ouster (OUST) shares does CEO Charles Pacala hold after this Form 4 sale?

After selling 24,657 shares, Charles Pacala directly holds 960,660 shares of Ouster common stock. This post-transaction holding is disclosed in the Form 4 and provides context for the scale of the tax-related sale.

What price range did Ouster (OUST) CEO’s shares sell for in this transaction?

The weighted average sale price was $23.4274 per share. A footnote notes the shares were sold in multiple trades, with prices ranging from $22.8500 to $23.4522, and the reporting person can provide detailed breakdowns upon request.

Was Ouster (OUST) CEO’s March 2026 share sale under a Rule 10b5-1 plan?

Yes. The footnotes state the sale was executed pursuant to a Rule 10b5-1 sale-to-cover instruction letter dated June 9, 2025. Such pre-arranged plans are commonly used to automate transactions for tax or liquidity purposes.