Ouster CEO Executes 10b5-1 Tax Withholding Sale; Retains 1,009,927 Shares

Rhea-AI Filing Summary

Charles Angus, President and CEO of Ouster, Inc. (OUST), reported a sale of common stock to cover tax withholding related to vested restricted stock units. On 09/12/2025 he disposed of 37,992 shares at a weighted-average price of $28.4581 per share in multiple transactions. After the sale his beneficial ownership in Ouster totaled 1,009,927 shares, which includes 2,962 shares acquired under the Company’s Amended and Restated 2022 Employee Stock Purchase Plan on May 15, 2025. The reported sale was executed pursuant to a Rule 10b5-1 trading plan dated June 9, 2025, and the filer offered to provide transaction-level price details on request.

Positive

• Sale disclosed as tax-withholding following RSU vesting, indicating a non-speculative reason for the disposition
• Transaction executed under a Rule 10b5-1 plan, which provides preclearance and reduces concerns about opportunistic insider trading
• Reporting person retains a substantial stake with 1,009,927 shares beneficially owned after the sale
• Disclosure includes ESPP acquisition detail (2,962 shares acquired May 15, 2025) and offers transaction-level price breakdown on request

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider sold shares to satisfy tax withholding after RSU vesting; remaining stake remains sizable, so impact is routine and likely non-disruptive.

The reported disposition of 37,992 shares at a weighted average of $28.4581 appears to be a standard tax-withholding sale following RSU settlement rather than a discretionary cash-raising event. Inclusion of 2,962 ESPP shares and a post-transaction beneficial ownership of 1,009,927 shares indicate continued substantial alignment with shareholders. Because the sale was executed under a pre-existing Rule 10b5-1 plan, it reduces the likelihood that the transaction signals changed insider views on near-term company prospects. Overall, the sale is informational but not materially negative for the company’s outlook.

Corporate Governance Expert

TL;DR: Proper use of Rule 10b5-1 and disclosure of tax-related sale demonstrates procedural compliance and transparency.

The Form 4 clearly states the sale was to cover withholding taxes on vested RSUs and was executed under a specified Rule 10b5-1 instruction letter dated June 9, 2025. Such disclosures align with governance best practices by documenting the economic reason for the sale and providing an avenue for additional transactional detail upon request. The reporting of remaining beneficial ownership is complete and includes ESPP shares, helping investors assess ongoing insider alignment. No governance red flags are present in the 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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

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)
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		37,992(1)	D	$28.4581(2)	1,009,927(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 2,962 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 Angus Pacala	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.
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FAQ

What did OUST CEO Charles Angus sell on 09/12/2025?

He sold 37,992 shares of Ouster common stock on 09/12/2025 at a weighted-average price of $28.4581 per share.

Why were the shares sold according to the Form 4?

The sale was to cover withholding taxes incurred upon the vesting and settlement of restricted stock units.

Was the sale part of a prearranged trading plan?

Yes. The sale was executed pursuant to a Rule 10b5-1 instruction letter dated June 9, 2025.

How many OUST shares does Charles Angus own after the reported transaction?

Following the transaction he beneficially owns 1,009,927 shares, which includes ESPP-acquired shares.

Did the filer provide details about transaction prices?

Yes. The Form 4 states the reported price is a weighted average and that the shares were sold at prices ranging from $28.4299 to $29.0001; the filer will provide full breakdowns on request.