Form 4: Ouster CEO Sells Shares to Cover Taxes

Ouster, Inc. CEO Charles Angus Pacala sold 29,797 shares of common stock to cover withholding taxes incurred upon the vesting of restricted stock units, as part of a pre-arranged Rule 10b5-1 plan.

Summary

• Charles Angus Pacala, President and CEO of Ouster, Inc., reported a transaction on June 12, 2026.
• He sold 29,797 shares of common stock.
• The sale was to cover withholding taxes related to the vesting and settlement of restricted stock units.
• This transaction was executed under a Rule 10b5-1 sale to cover instruction letter dated June 9, 2025.
• The shares were sold at a weighted average price of $38.82, with prices ranging from $38.82 to $39.60.
• Following this transaction, Pacala beneficially owns 1,072,201 shares of common stock.
• This total includes 2,962 shares acquired on May 15, 2026, through the Company's Amended and Restated 2022 Employee Stock Purchase Plan.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While insider selling can be a negative signal, the clear explanation of tax withholding and the use of a Rule 10b5-1 plan mitigate significant concern.

Positives

• The sale was conducted under a pre-arranged Rule 10b5-1 plan, indicating a planned and orderly disposition of shares rather than a reaction to negative company news.
• The CEO continues to hold a significant number of shares (1,072,201) after the transaction.
• The acquisition of additional shares through the Employee Stock Purchase Plan demonstrates ongoing participation in company equity.

Negatives

• A significant number of shares were sold, which could be perceived negatively by the market, even though it was for tax purposes.
• The sale price range indicates a slight decrease from the highest price achieved in the transactions.

Risks

• Potential for negative market perception of insider selling, even if for tax purposes.
• The weighted average sale price of $38.82 could be a point of reference for future price movements.

Future Outlook

The filing does not contain forward-looking statements or guidance. It is a report of a past transaction.

Management Comments

• The transaction was made 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 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

StockSavvy.ai notes that insider selling, particularly by C-suite executives, is a common occurrence, often related to personal financial planning and tax obligations. The use of a Rule 10b5-1 plan is a standard practice designed to mitigate concerns about insider trading by establishing a predetermined plan for stock sales.

Stakeholder Impact

• Shareholders: May interpret the sale as a negative signal, though the tax-related nature and Rule 10b5-1 plan should temper this concern.
• Employees: The CEO's continued participation in the Employee Stock Purchase Plan may be viewed positively.
• Management: The transaction is a routine part of executive compensation and financial management.

Next Steps

• The reporting person may continue to sell shares under the Rule 10b5-1 plan if further tax obligations arise.
• The company may provide further information upon request from the SEC or security holders regarding the specific sale prices.

Key Dates

Keywords

Ouster Inc, OUST, Form 4, Insider Trading, Stock Sale, Restricted Stock Units, Tax Withholding, Rule 10b5-1, CEO, Beneficial Ownership