OUST Form 4: Megan Chung Sells 17.2k Shares for Tax Withholding at $28.46

Rhea-AI Filing Summary

Megan Chung, General Counsel and Secretary of Ouster, Inc. (OUST), reported a sale of 17,183 shares of common stock on 09/12/2025 to cover withholding taxes from the vesting and settlement of restricted stock units that were settled for her. The weighted-average price reported for the shares sold was $28.4581, with individual sale prices ranging from $28.4299 to $29.0100. After the sale, the filing reports beneficial ownership of 203,035.8 shares. The Form 4 was signed by Ms. Chung on 09/16/2025, and the filing states the sale was initiated by the issuer on the reporting person’s behalf.

Positive

• Disclosure provided promptly via Form 4 and signed on 09/16/2025
• Sale was issuer-initiated to cover tax withholding, indicating routine administrative disposition

Negative

• Reported beneficial ownership declined by 17,183 shares due to the sale
• Filing shows a reduction in the officer's direct holdings, which some investors track as a signal even if tax-driven

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding sale by an officer; disclosure aligns with Section 16 reporting norms.

The transaction is described as shares sold to cover tax withholding on vested restricted stock units, a common and non-dispositive practice that typically does not reflect a change in executive commitment. The filing identifies the reporting person as an officer and shows the sale was issuer-initiated, which indicates an administrative tax-withholding mechanism rather than a voluntary open-market disposition by the officer. Timing and explanation meet standard disclosure expectations under Section 16.

Securities Analyst

TL;DR: Sale reduced reported holdings modestly; prices sold were near $28.45 weighted average.

The form reports a sale of 17,183 shares at a weighted-average price of $28.4581, with individual trade prices between $28.4299 and $29.0100. The remaining beneficial ownership is reported as 203,035.8 shares. For investors tracking insider activity, this is a tax-related disposition rather than a strategic liquidation and appears immaterial relative to typical executive holdings, but it does reduce the nominal share count held by the officer.

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).

1. Name and Address of Reporting Person^*

Chung Megan

(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)
	General Counsel and Secretary

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		17,183(1)	D	$28.4581(2)	203,035.8	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 $29.0100. 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	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 OUST insider Megan Chung report on Form 4?

Megan Chung reported the sale of 17,183 shares of Ouster common stock on 09/12/2025 to cover withholding taxes from vested RSUs.

At what price were OUST shares sold in the transaction?

The filing reports a weighted-average price of $28.4581, with individual sale prices ranging from $28.4299 to $29.0100.

How many OUST shares does Megan Chung beneficially own after the sale?

The Form 4 reports 203,035.8 shares of beneficial ownership following the reported transaction.

Why were the OUST shares sold according to the filing?

The shares were sold to cover withholding taxes incurred upon the vesting and settlement of restricted stock units; the sale was initiated by the issuer on the reporting person’s behalf.

When was the Form 4 signed and filed?

The Form 4 bears the signature of Megan Chung dated 09/16/2025.