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Ouster (OUST) CTO Frichtl exercises options, sells 384K shares under 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Ouster, Inc. Chief Technology Officer Mark Frichtl reported a combination of option exercise and open-market share sales in the company’s common stock. On May 22, 2026, he exercised 50,063 non-qualified stock options at an exercise price of $14.22 per share, converting them into common stock.

Across May 22 and May 26, 2026, he then sold an aggregate of 384,426 shares of common stock in a series of open-market transactions at weighted-average prices generally ranging from about $36.00 to $45.00 per share. The filing states these sales were made pursuant to a pre-arranged Rule 10b5-1 trading plan dated December 15, 2025.

After these transactions, Frichtl directly held 583,997 shares of Ouster common stock, including 649 shares acquired on May 15, 2026 under the company’s Amended and Restated 2022 Employee Stock Purchase Plan. The options exercised in this transaction are described as fully vested and exercisable.

Positive

  • None.

Negative

  • None.

Insights

CTO exercised options then sold shares under a pre-set 10b5-1 plan.

Ouster’s Chief Technology Officer, Mark Frichtl, exercised 50,063 non-qualified stock options at an exercise price of $14.22 per share, converting derivative compensation into common stock. This is a typical use of vested options as part of long-term equity incentives.

He then executed open-market sales totaling 384,426 shares at weighted-average prices between roughly $36.00 and $45.00 per share. The filing specifies these sales were carried out pursuant to a Rule 10b5-1 trading plan dated December 15, 2025, indicating the trades were pre-scheduled rather than opportunistic.

Following the transactions, Frichtl directly holds 583,997 shares, including 649 shares from the company’s Amended and Restated 2022 Employee Stock Purchase Plan. The absence of remaining derivative positions in this filing suggests his exposure is now primarily through common stock, though the broader significance depends on overall company share count and prior holdings.

Insider Frichtl Mark
Role Chief Technology Officer
Sold 384,426 shs ($15.61M)
Type Security Shares Price Value
Sale Common Stock 19,669 $39.1595 $770K
Sale Common Stock 76,582 $39.9438 $3.06M
Sale Common Stock 70,558 $40.8999 $2.89M
Sale Common Stock 48,191 $41.9905 $2.02M
Sale Common Stock 45,000 $43.00 $1.94M
Sale Common Stock 45,000 $44.00 $1.98M
Sale Common Stock 3,742 $45.00 $168K
Exercise Non-Qualified Stock Option 50,063 $0.00 --
Exercise Common Stock 50,063 $14.22 $712K
Sale Common Stock 35,684 $36.387 $1.30M
Sale Common Stock 40,000 $37.1641 $1.49M
Holdings After Transaction: Common Stock — 583,997 shares (Direct, null); Non-Qualified Stock Option — 0 shares (Direct, null)
Footnotes (1)
  1. Includes 649 shares of common stock acquired by the Reporting Person on May 15, 2026, pursuant to the Company's Amended and Restated 2022 Employee Stock Purchase Plan. Reflects shares sold pursuant to a Rule 10b5-1 plan dated December 15, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.00 to $36.99. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.00 to $37.50. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.39 to $39.385. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.39 to $40.38. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.39 to $41.07. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.50 to $42.06. 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. The options are fully vested and exercisable.
Shares sold 384,426 shares Aggregate open-market sales on May 22 and May 26, 2026
Options exercised 50,063 shares Non-qualified stock options converted to common stock on May 22, 2026
Option exercise price $14.22/share Exercise price of non-qualified stock options
Post-transaction holdings 583,997 shares Direct Ouster common stock holdings after reported transactions
ESPP shares acquired 649 shares Shares acquired May 15, 2026 under 2022 Employee Stock Purchase Plan
Sale price range (example) $36.00–$36.99 Weighted-average price range cited in one sale footnote
Rule 10b5-1 financial
"Reflects shares sold pursuant to a Rule 10b5-1 plan dated December 15, 2025."
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.
Amended and Restated 2022 Employee Stock Purchase Plan financial
"Includes 649 shares of common stock acquired ... pursuant to the Company's Amended and Restated 2022 Employee Stock Purchase Plan."
Non-Qualified Stock Option financial
"security_title": "Non-Qualified Stock Option""
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
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.
fully vested and exercisable financial
"The options are fully vested and exercisable."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Technology Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/22/2026M50,063A$14.22679,350(1)D
Common Stock05/22/2026S35,684(2)D$36.387(3)643,666D
Common Stock05/22/2026S40,000(2)D$37.1641(4)603,666D
Common Stock05/26/2026S19,669(2)D$39.1595(5)583,997D
Common Stock05/26/2026S76,582(2)D$39.9438(6)507,415D
Common Stock05/26/2026S70,558(2)D$40.8999(7)436,857D
Common Stock05/26/2026S48,191(2)D$41.9905(8)388,666D
Common Stock05/26/2026S45,000(2)D$43343,666D
Common Stock05/26/2026S45,000(2)D$44298,666D
Common Stock05/26/2026S3,742(2)D$45294,924D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Option$14.2205/22/2026M50,063 (9)10/01/2030Common Stock50,063$0.000D
Explanation of Responses:
1. Includes 649 shares of common stock acquired by the Reporting Person on May 15, 2026, pursuant to the Company's Amended and Restated 2022 Employee Stock Purchase Plan.
2. Reflects shares sold pursuant to a Rule 10b5-1 plan dated December 15, 2025.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.00 to $36.99. 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.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.00 to $37.50. 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.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.39 to $39.385. 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.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.39 to $40.38. 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.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.39 to $41.07. 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.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.50 to $42.06. 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.
9. The options are fully vested and exercisable.
/s/ Megan Chung, as Attorney-in-Fact for Mark Frichtl05/27/2026
** Signature of Reporting PersonDate
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 transactions did Ouster (OUST) CTO Mark Frichtl report?

Mark Frichtl reported exercising 50,063 non-qualified stock options at $14.22 per share, then selling 384,426 shares of Ouster common stock in open-market transactions on May 22 and May 26, 2026, under a pre-arranged Rule 10b5-1 trading plan.

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

The CTO sold a total of 384,426 Ouster common shares. Weighted-average sale prices ranged from about $36.00 to $45.00 per share, with detailed price ranges disclosed in multiple footnotes covering narrower bands within that overall range.

What options did Ouster (OUST) CTO Mark Frichtl exercise in this Form 4?

He exercised 50,063 fully vested non-qualified stock options with an exercise price of $14.22 per share, converting them into an equal number of Ouster common shares. A related derivative entry shows those options now have a remaining balance of zero following the exercise.

Were Ouster (OUST) CTO share sales under a Rule 10b5-1 plan?

Yes. A footnote states the reported sales reflect shares sold pursuant to a Rule 10b5-1 trading plan dated December 15, 2025. Such plans pre-schedule trades, indicating these transactions were arranged in advance rather than timed discretionarily.

How many Ouster (OUST) shares does the CTO hold after these transactions?

After the reported option exercise and sales, Mark Frichtl directly holds 583,997 shares of Ouster common stock. This figure includes 649 shares acquired on May 15, 2026, through the company’s Amended and Restated 2022 Employee Stock Purchase Plan.

What additional share purchases by the Ouster (OUST) CTO are disclosed?

The filing notes that Frichtl acquired 649 Ouster common shares on May 15, 2026, through participation in the company’s Amended and Restated 2022 Employee Stock Purchase Plan, which allows employees to buy stock on favorable terms as part of compensation.