Ouster (OUST) counsel sells 10,696 shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

Ouster, Inc. disclosed that its General Counsel and Secretary, Megan Chung, sold 10,696 shares of common stock on December 12, 2025 at a weighted average price of $24.9781 per share. The sale was executed under a Rule 10b5-1 instruction and was used to cover withholding taxes arising from the vesting and settlement of restricted stock units. After these transactions, she beneficially owns 188,978 Ouster shares, including 2,475 shares acquired on November 15, 2025 through the company’s Amended and Restated 2022 Employee Stock Purchase Plan.

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).

X

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^*

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)
12/12/2025

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	12/12/2025		S		10,696(1)	D	$24.9781(2)	188,978(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 pursuant to a Rule 10b5-1 sale to cover instruction letter dated August 20, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.777 to $24.98663. The Reporting Person undertakes to provide Ouster, Inc. (the "Company"), any security holder of the Company, 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 2,475 shares of common stock acquired by the Reporting Person on November 15, 2025, pursuant to the Company's Amended and Restated 2022 Employee Stock Purchase Plan.

	/s/ Megan Chung	12/16/2025
	** 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 insider transaction did Ouster (OUST) report for Megan Chung?

Ouster reported that General Counsel and Secretary Megan Chung sold 10,696 shares of Ouster common stock on December 12, 2025, as shown in Table I.

At what price were Megan Chung’s Ouster (OUST) shares sold?

The shares were sold at a weighted average price of $24.9781 per share, with individual transaction prices ranging from $24.777 to $24.98663.

Why did Megan Chung sell Ouster (OUST) shares on December 12, 2025?

The 10,696 shares were 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.

How many Ouster (OUST) shares does Megan Chung own after the reported sale?

Following the reported transaction, Megan Chung beneficially owns 188,978 shares of Ouster common stock in total.

Was the Ouster (OUST) insider sale made under a Rule 10b5-1 plan?

Yes. The sale to cover withholding taxes was made pursuant to a Rule 10b5-1 sale-to-cover instruction letter dated August 20, 2025.

Did Megan Chung recently acquire additional Ouster (OUST) shares before this sale?

Yes. The reported holdings include 2,475 shares of common stock acquired on November 15, 2025 under Ouster’s Amended and Restated 2022 Employee Stock Purchase Plan.