Ouster Insider Sale: 18,274 Shares Disposed to Cover RSU Taxes

Rhea-AI Filing Summary

Ouster, Inc. (OUST) insider sale disclosed on Form 4. Chief Operating Officer Darien Spencer disposed of 18,274 shares on 09/12/2025 at a weighted average price of $28.4581 per share. The filing states the shares were sold by the issuer to cover withholding taxes arising from the vesting and settlement of restricted stock units. After the transaction, the reporting person beneficially owns 346,132 shares. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact on 09/16/2025.

Positive

• Sale was disclosed as tax-withholding on vested RSUs, indicating a non-discretionary reason for the disposition.
• Reporting person retains significant ownership with 346,132 shares beneficially owned after the transaction.
• Filing includes price range disclosure and an undertaking to provide per-trade details if requested, supporting transparency.

Negative

• Insider disposed of 18,274 shares, a reduction in the reporting person's holdings.
• Weighted-average sale price reported ($28.4581) reflects execution across multiple transactions, which may obscure exact per-trade pricing without further detail.

Insights

Financial Analyst

TL;DR: Routine tax-withholding sale; maintains substantial ownership, so limited immediate governance impact.

The transaction is explicitly described as a sale to satisfy tax withholding on vested restricted stock units rather than a discretionary open-market liquidation. The disposal size is 18,274 shares at a weighted average price of $28.4581, leaving 346,132 shares beneficially owned. Because the filing attributes the sale to tax withholding and reports a continuing significant holding, this appears operationally routine and not a material change in ownership or control based on the information provided.

Corporate Governance Expert

TL;DR: Disclosure meets Section 16 requirements; sale was documented and an attorney-in-fact executed the filing.

The Form 4 identifies the reporting person as the Chief Operating Officer and shows timely disclosure: transaction dated 09/12/2025 with the Form executed 09/16/2025. The explanatory footnotes state the sale was initiated by the issuer to cover tax withholding on RSU settlement. The filing provides the weighted-average price range and an undertaking to supply detailed per-trade prices if requested, supporting transparency and compliance.

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).

1. Name and Address of Reporting Person^*

SPENCER DARIEN

(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 Operating 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		18,274(1)	D	$28.4581(2)	346,132	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 in a trade that was initiated by the Issuer on the Reporting Person's behalf.

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 $29.0101. 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 Darien Spencer	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 Darien Spencer (OUST) report on Form 4?

Darien Spencer reported the disposal of 18,274 shares on 09/12/2025, with 346,132 shares beneficially owned following the transaction.

Why were the 18,274 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.

At what price were the shares sold in the OUST Form 4?

The weighted-average price was $28.4581; individual trades ranged from $28.4299 to $29.0101 per the footnote.

When was the Form 4 transaction dated and when was the form signed?

Transaction date: 09/12/2025. Form signed by attorney-in-fact: 09/16/2025.

Who filed the Form 4 for Darien Spencer?

The Form 4 was signed by Megan Chung as attorney-in-fact for Darien Spencer.