Was the Ouster (OUST) CTO sale a discretionary trade or tax-related?

The Form 4 footnote clarifies the 18,414-share sale was tax-related. Shares were specifically sold to cover withholding taxes from restricted stock unit vesting, rather than being a discretionary open-market sale for portfolio or liquidity reasons.

Tax-related share sale by Ouster (OUST) CTO Mark Frichtl disclosed

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ouster, Inc. Chief Technology Officer Mark Frichtl reported an open-market sale of 18,414 shares of common stock on June 12, 2026 at a weighted average price of $38.823 per share.

According to the footnotes, these shares were sold specifically to cover withholding taxes triggered by the vesting and settlement of restricted stock units, under a pre-arranged Rule 10b5-1 sale-to-cover instruction letter dated June 9, 2025.

After this tax-related sale, Frichtl directly holds 276,510 shares of Ouster common stock.

Insider Trade Summary 10b5-1

Net Seller: 18,414 shares ($714,887)

Net Sell 1 txn

Insider Frichtl Mark

Role Chief Technology Officer

Sold 18,414 shs ($715K)

Type	Security	Shares	Price	Value
Sale	Common Stock	18,414	$38.823	$715K

Holdings After Transaction: Common Stock — 276,510 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 June 9, 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: 18,414 shares Weighted average sale price: $38.823 per share Post-transaction holdings: 276,510 shares +1 more

4 metrics

Shares sold 18,414 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 276,510 shares Shares beneficially owned after the sale

Price range of sale trades $38.82 to $39.54 per share Multiple trades comprising the reported sale

Key Terms

Rule 10b5-1, restricted stock units, weighted average price, withholding taxes

4 terms

Rule 10b5-1 regulatory

"pursuant to a Rule 10b5-1 sale to cover instruction letter"

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

"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.

withholding taxes financial

"shares sold to cover withholding taxes incurred upon the vesting"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

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Form 4 Insider Transactions: What Each Field Means →

06/16/2026 - 04:14 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)
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		18,414⁽¹⁾	D	$38.823⁽²⁾	276,510	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 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 $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 Mark Frichtl	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 CTO Mark Frichtl?

Ouster reported that CTO Mark Frichtl sold 18,414 shares of common stock on June 12, 2026. The transaction was an open-market sale reported on Form 4, tied to restricted stock unit vesting and related tax obligations.

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

Mark Frichtl sold 18,414 shares of Ouster common stock at a weighted average price of $38.823 per share. The footnotes state the shares were sold in multiple trades between $38.82 and $39.54 per share.

Why did Ouster CTO Mark Frichtl sell 18,414 OUST shares?

The shares were sold to cover withholding taxes incurred when restricted stock units vested and settled. A footnote explains this was done under a pre-arranged Rule 10b5-1 sale-to-cover instruction letter dated June 9, 2025.

How many Ouster (OUST) shares does the CTO hold after this Form 4 sale?

Following the June 12, 2026 sale, Mark Frichtl directly holds 276,510 shares of Ouster common stock. This post-transaction holding is disclosed in the Form 4 as the total shares beneficially owned after the reported transaction.

What does the Rule 10b5-1 reference mean in this Ouster (OUST) filing?

The filing notes the sale followed a Rule 10b5-1 sale-to-cover instruction letter. This indicates the tax-related sale plan was established in advance, providing a structured method to sell shares to satisfy withholding tax obligations upon RSU vesting.