Were the Ouster (OUST) CTO’s share sales pre-planned under Rule 10b5-1?

Yes, the sale was made under a Rule 10b5-1 trading plan. The footnote states the 400 shares were sold pursuant to a plan dated December 15, 2025, indicating the trades were scheduled in advance.

Ouster (NYSE: OUST) CTO sells 400 shares after exercising options

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ouster, Inc. Chief Technology Officer Mark Frichtl reported an option exercise and related share sale. He exercised non-qualified stock options for 400 shares of common stock at $2.13 per share, then sold 400 shares at $30.00 per share.

The filing shows the sale was made pursuant to a Rule 10b5-1 trading plan dated December 15, 2025, indicating it was pre-scheduled. After these transactions, he directly holds 712,297 shares of common stock and 66,034 stock options that are fully vested and exercisable, with the exercised option series expiring on October 1, 2030.

Insider Trade Summary 10b5-1

Net Seller: 400 shares ($12,000)

Net Sell 3 txns

Insider Frichtl Mark

Role Chief Technology Officer

Sold 400 shs ($12K)

Type	Security	Shares	Price	Value
Exercise	Non-Qualified Stock Option	400	$0.00	--
Exercise	Common Stock	400	$2.13	$852.00
Sale	Common Stock	400	$30.00	$12K

Holdings After Transaction: Non-Qualified Stock Option — 66,034 shares (Direct, null); Common Stock — 712,697 shares (Direct, null)

Footnotes (1)

Reflects shares sold pursuant to a Rule 10b5-1 plan dated December 15, 2025. The options are fully vested and exercisable.

Key Figures

Shares sold: 400 shares Sale price: $30.00 per share Options exercised: 400 shares +5 more

8 metrics

Shares sold 400 shares Open-market sale of common stock at $30.00 on April 22, 2026

Sale price $30.00 per share Price for 400 common shares sold on April 22, 2026

Options exercised 400 shares Non-qualified stock option exercise into common stock

Option exercise price $2.13 per share Conversion or exercise price of non-qualified stock option

Common shares after 712,297 shares Direct common stock ownership following reported transactions

Options remaining 66,034 options Non-qualified stock options directly held after exercise

Option expiration October 1, 2030 Expiration date of the option series exercised

Net share activity -400 shares Net of 400 shares sold versus 400 shares acquired via exercise

Key Terms

Rule 10b5-1, Non-Qualified Stock Option, open-market sale, derivative exercise/conversion, +1 more

5 terms

Rule 10b5-1 regulatory

"Reflects shares sold pursuant to a Rule 10b5-1 plan dated December 15, 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.

Non-Qualified Stock Option financial

"security_title: "Non-Qualified Stock Option" for a derivative transaction."

A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.

open-market sale financial

"transaction_action: "open-market sale" describing the 400-share common stock disposition."

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.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion" for the option exercise entries."

fully vested and exercisable financial

"The options are fully vested and exercisable."

Form 4 Insider Transactions: What Each Field Means →

04/23/2026 - 05:54 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^*

Frichtl Mark

(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 Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2026

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	04/22/2026		M		400	A	$2.13	712,697	D
Common Stock	04/22/2026		S		400⁽¹⁾	D	$30	712,297	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)
Non-Qualified Stock Option	$2.13	04/22/2026		M			400	⁽²⁾	10/01/2030	Common Stock	400	$0.00	66,034	D

Explanation of Responses:

1. Reflects shares sold pursuant to a Rule 10b5-1 plan dated December 15, 2025.

2. The options are fully vested and exercisable.

	/s/ Megan Chung, as Attorney-in-Fact for Mark Frichtl	04/23/2026
	** 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 did Ouster (OUST) CTO Mark Frichtl report in this Form 4?

He reported an option exercise and related share sale. Frichtl exercised options for 400 Ouster common shares at $2.13 each, then sold 400 shares at $30.00, while retaining a large remaining equity position.

How many Ouster (OUST) shares did the CTO sell and at what price?

He sold 400 shares of Ouster common stock at $30.00 per share. This was disclosed as an open-market sale and was paired with an exercise of 400 options into common shares on the same date.

How many Ouster (OUST) shares does the CTO hold after these transactions?

After the reported trades, he directly holds 712,297 Ouster common shares. This figure comes from the Form 4’s post-transaction ownership column and reflects his remaining direct equity stake.

What options on Ouster (OUST) stock does the CTO still have after the exercise?

He holds 66,034 non-qualified stock options on Ouster common stock. The filing notes these options are fully vested and exercisable, with the series exercised here carrying a stated expiration of October 1, 2030.

What was the exercise price of the Ouster (OUST) CTO’s stock options?

The exercised non-qualified stock options had a conversion or exercise price of $2.13 per share. He used these options to acquire 400 Ouster common shares before selling an equal number of shares on the same day.