Form 4: Ouster CEO Sells Shares for Tax Obligations

Ouster, Inc. President and CEO Charles Angus Pacala sold 24,610 shares of common stock on December 12, 2025, to cover tax withholding obligations related to restricted stock unit vesting.

Summary

• Charles Angus Pacala, President and CEO of Ouster, Inc. (OUST), reported a sale of common stock.
• The transaction involved the disposition of 24,610 shares of Ouster common stock.
• The sale occurred on December 12, 2025, at a weighted average price of $24.9772 per share.
• The shares were sold to cover withholding taxes incurred upon the vesting and settlement of restricted stock units.
• This transaction was executed pursuant to a Rule 10b5-1 sale to cover instruction letter dated June 9, 2025.
• Following this transaction, Mr. Pacala beneficially owns 985,317 shares of Ouster common stock directly.

Sentiment

Score: 6

Explanation: The transaction is a routine, pre-planned sale to cover tax obligations upon RSU vesting, which is generally neutral. While it represents a reduction in direct insider ownership, it is not a discretionary sale based on market sentiment, mitigating potential negative interpretations.

Positives

• The sale was pre-planned under a Rule 10b5-1 plan, indicating a structured approach to managing equity compensation and tax liabilities rather than a discretionary sale based on market timing.
• The transaction is a routine event for executives receiving equity compensation, specifically for covering tax obligations upon RSU vesting.

Negatives

• A reduction in direct beneficial ownership by a key executive, even if for tax purposes, slightly decreases their direct equity stake in the company.

Future Outlook

NA

Management Comments

• 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 $24.7601 to $24.98663.
• 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.

Industry Context

NA

Stakeholder Impact

• Shareholders: A minor, routine reduction in direct insider ownership, unlikely to significantly impact shareholder confidence given the tax-related nature and 10b5-1 plan.

Next Steps

• The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price within the reported range upon request.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-planned sale of shares by Ouster's CEO to cover tax obligations associated with RSU vesting. Such transactions are common for executives and are generally not indicative of a change in the company's fundamental prospects or management's confidence. As this filing provides no new information regarding the company's operational performance, strategic direction, or financial health, it does not warrant a change in investment recommendation based solely on this report. Investors should continue to 'hold' and monitor broader company performance and market trends.

Keywords

Ouster, OUST, Insider Trading, Form 4, Stock Sale, CEO, Restricted Stock Units, Tax Withholding, 10b5-1 Plan, Executive Compensation