OUST / Ouster, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Ouster, Inc.
US ˙ NasdaqGS ˙ US68989M1036

Grundlæggende statistik
CIK 1816581
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Ouster, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
May 29, 2026 EX-1.01

CONFLICT MINERALS REPORT OF OUSTER, INC. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2025

EX-1.01 Exhibit 1.01 CONFLICT MINERALS REPORT OF OUSTER, INC. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2025 I. Introduction This is the Conflict Minerals1 Report of Ouster, Inc. (“we,” “our,” “us,” “Ouster,” or the “Company”) prepared for calendar year 2025 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “Act”). Numerous terms in this Repo

May 29, 2026 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporat

SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 350 Treat Avenue San Francisco, California 94110 (Address of principal executive

May 15, 2026 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 8, 2026 424B5

Ouster, Inc. Up to $100,000,000 Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-286936 PROSPECTUS SUPPLEMENT (To prospectus dated May 12, 2025) Ouster, Inc. Up to $100,000,000 Common Stock We have entered into a Sales Agreement (the “Sales Agreement”) with Oppenheimer & Co. Inc., Northland Securities, Inc., Rosenblatt Securities Inc., and Roth Capital Partners, LLC (each, an “Agent” and, collectivel

May 8, 2026 EX-1.1

OUSTER, INC. Common Stock (par value $0.0001 per share) Sales Agreement

EX-1.1 Exhibit 1.1 OUSTER, INC. Common Stock (par value $0.0001 per share) Sales Agreement May 8, 2026 Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 Northland Securities, Inc. 150 South Fifth Street, Suite 3300 Minneapolis, Minnesota 55402 Rosenblatt Securities Inc. 40 Wall Street New York, NY 10005 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92

May 8, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2026 Ouster, Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2026 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number) (

May 8, 2026 424B3

Ouster, Inc.

424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333- 286936 SUPPLEMENT NO. 1 TO PROSPECTUS SUPPLEMENT DATED MAY 12, 2025 (To prospectus supplement dated May 12, 2025 and prospectus dated May 12, 2025) Ouster, Inc. This Supplement No. 1 to Prospectus Supplement (this “Supplement No. 1”) amends and supplements the information in the prospectus supplement (the “2025 ATM Prospectus Supplement”

May 5, 2026 EX-99.1

Ouster Announces Results for First Quarter 2026 Record product revenue, achieving 13th straight quarter of growth Lidar and camera shipments of more than 12,600 units New Rev8 OS digital lidar with native color sensing, 2x range and resolution, and f

EX-99.1 Exhibit 99.1 Ouster Announces Results for First Quarter 2026 Record product revenue, achieving 13th straight quarter of growth Lidar and camera shipments of more than 12,600 units New Rev8 OS digital lidar with native color sensing, 2x range and resolution, and functional safety SAN FRANCISCO, CA – [May 5, 2026 at 4:05 PM ET] – Ouster, Inc. (Nasdaq: OUST) (“Ouster” or the “Company”), a lea

May 5, 2026 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouster, I

May 5, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 5, 2026 Date of Report (date of earliest event reported) Ouster, Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 5, 2026 Date of Report (date of earliest event reported) Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation or organization) (Commission

April 28, 2026 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 28, 2026 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT   SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 17, 2026 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT   SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 2, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 2, 2026 Ouster, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 2, 2026 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number)

March 2, 2026 EX-19.1

Insider Trading Compliance Policy

Exhibit 19.1 Insider Trading Compliance Policy I.The Reasons for an Insider Trading Policy The Federal securities laws prohibit the purchase or sale of securities by persons on the basis of material, non-public information about a company, as well as the disclosure of material, non-public information about a company to others who then trade in the company’s securities. Such transactions are common

March 2, 2026 EX-21.1

LIST OF SUBSIDIARIES

Exhibit 21.1 LIST OF SUBSIDIARIES The following is a list of the direct and indirect subsidiaries of Ouster, Inc. that is current as of February 25, 2026 Subsidiaries Jurisdiction Ouster Canada Ltd. Canada Stereolabs SAS France Ouster France SAS France Ouster Hong Kong Ltd. Hong Kong Ouster (Suzhou) Intelligent Technology Co., Ltd. People’s Republic of China Ouster Netherlands, B.V. Netherlands Ou

March 2, 2026 EX-4.3

DESCRIPTION OF SECURITIES

Exhibit 4.3 DESCRIPTION OF SECURITIES The following description of the terms of our capital stock and warrants is not complete and is qualified in its entirety by reference to our Certificate of Incorporation, as amended (the “Certificate of Incorporation”), our Second Amended and Restated Bylaws (the “Bylaws”) and the warrant agreements, all of which are attached as exhibits to our Annual Report

March 2, 2026 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-394

March 2, 2026 EX-99.1

Ouster Announces Results for Fourth Quarter and Full Year 2025 Record revenue and gross margins, achieving 12th straight quarter of product revenue growth Record quarterly lidar shipments of 8,100 units; 2025 shipments exceed 25,000

EX-99.1 Exhibit 99.1 Ouster Announces Results for Fourth Quarter and Full Year 2025 Record revenue and gross margins, achieving 12th straight quarter of product revenue growth Record quarterly lidar shipments of 8,100 units; 2025 shipments exceed 25,000 SAN FRANCISCO, CA – [March 2, 2026 at 4:10 PM ET] – Ouster, Inc. (Nasdaq: OUST) (“Ouster” or the “Company”), a leader in sensing and perception fo

March 2, 2026 S-8

As filed with the Securities and Exchange Commission on March 2, 2026

S-8 As filed with the Securities and Exchange Commission on March 2, 2026 Registration No.

March 2, 2026 EX-FILING FEES

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Ouster, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common stock, $0.0001 par value per share 457(a) 4,455,527 $ 19.31 $ 86,036,226.37 0.0001381 $ 11,881.60 Total Offering

February 9, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2026 Ouster, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2026 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb

February 9, 2026 EX-99.1

Ouster Acquires StereoLabs, Creating a World-Leading Physical AI Sensing and Perception Company

EX-99.1 Exhibit 99.1 Ouster Acquires StereoLabs, Creating a World-Leading Physical AI Sensing and Perception Company • Ouster now offers a unified platform of high-performance digital lidar, cameras, AI compute, sensor fusion and perception software, and cutting-edge AI models • StereoLabs brings AI vision solutions, expanded software capabilities, and over 10,000 customers • Builds on Ouster’s mo

December 19, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2025 Ouster, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2025 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Num

December 19, 2025 EX-10.1

FOURTH AMENDMENT TO LEASE

EX-10.1 Exhibit 10.1 FOURTH AMENDMENT TO LEASE THIS FOURTH AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of December 17, 2025, by and between SIC-350 TREAT, LLC, a Delaware limited liability company (“Landlord”), and OUSTER, INC., a Delaware corporation (“Tenant”). RECITALS A. Landlord and Tenant are parties to that certain NNN Lease dated as of September 1, 2017 (the “Original

December 10, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2025 Ouster, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2025 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb

November 7, 2025 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from    to     Commission Fil

November 5, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouste

November 5, 2025 EX-10.1

INDEMNIFICATION AND ADVANCEMENT AGREEMENT

Exhibit 10.1 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of , 20 by and between Ouster, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company

November 4, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2025 Ouster, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2025 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb

November 4, 2025 EX-99.1

Ouster Announces Results for Third Quarter 2025 Strong performance on record shipments of over 7,200 sensors Achieves eleventh straight quarter of revenue growth

EX-99.1 Exhibit 99.1 Ouster Announces Results for Third Quarter 2025 Strong performance on record shipments of over 7,200 sensors Achieves eleventh straight quarter of revenue growth SAN FRANCISCO, CA – [November 4, 2025 at 4:10 PM ET] – Ouster, Inc. (Nasdaq: OUST) (“Ouster” or the “Company”), a global leader in high-performance lidar sensors and intelligent software solutions that bring Physical

September 30, 2025 25-NSE

25-NSE

X0203 0001354457 Nasdaq Stock Market LLC 0001816581 Ouster, Inc. 001-39463 350 Treat Ave San Francisco CA CALIFORNIA 94110 415 336-5141 Warrants 17 CFR 240.12d2-2(a)(2) Tara Petta AVP 2025-09-30

September 30, 2025 EX-99.25

EX-99.25

oustw-form25

September 11, 2025 144

144

144 0001848817 XXXXXXXX LIVE 0001816581 Ouster, Inc. 001-39463 350 Treat Avenue San Francisco CA 94110 415-949-0108 Charles Angus Pacala Officer Director Common Stock ETRADE FINANCIAL CORPORATION 3 EDISON DRIVE ALPHARETTA GA 30005 40009 1140656.59 57819244 09/12/2025 NASDAQ Common Stock 09/11/2025 Restricted stock awards awarded under incentive award plan Issuer N 69239 03/28/2024 Services rendere

September 11, 2025 EX-24

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY With respect to holdings of and transactions in securities issued by Ouster, Inc.

September 11, 2025 144

144

144 0001966411 XXXXXXXX LIVE 0001816581 Ouster, Inc. 001-39463 350 Treat Avenue San Francisco CA 94110 415-949-0108 Megan Chung Officer Common Stock ETRADE FINANCIAL CORPORATION 3 EDISON DRIVE ALPHARETTA GA 30005 18011 513493.61 57819244 09/12/2025 NASDAQ Common Stock 09/11/2025 Restricted stock awards awarded under incentive award plan Issuer N 30465 03/28/2024 Services rendered Common Stock 09/1

September 11, 2025 EX-24

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY With respect to holdings of and transactions in securities issued by Ouster, Inc.

September 11, 2025 144

144

144 0001226378 XXXXXXXX LIVE 0001816581 Ouster, Inc. 001-39463 350 Treat Avenue San Francisco CA 94110 415-949-0108 Darien Spencer Officer Common Stock ETRADE FINANCIAL CORPORATION 3 EDISON DRIVE ALPHARETTA GA 30005 19168 546479.68 57819244 09/12/2025 NASDAQ Common Stock 09/11/2025 Restricted stock awards awarded under incentive award plan Issuer N 30465 03/28/2024 Services rendered Common Stock 0

September 11, 2025 144

144

144 0001847596 XXXXXXXX LIVE 0001816581 Ouster, Inc. 001-39463 350 Treat Avenue San Francisco CA 94110 415-949-0108 Mark Frichtl Officer Common Stock ETRADE FINANCIAL CORPORATION 3 EDISON DRIVE ALPHARETTA GA 30005 26674 760475.74 57819244 09/12/2025 NASDAQ Common Stock 09/11/2025 Restricted stock awards awarded under incentive award plan Issuer N 46160 03/28/2024 Services rendered Y Shares are to

August 11, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouster, In

August 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 Ouster, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number

August 7, 2025 EX-99.1

Ouster Announces Operating Results for Second Quarter 2025 Company exceeds guidance, ships record number of sensors, and delivers tenth straight quarter of revenue growth

EX-99.1 Exhibit 99.1 Ouster Announces Operating Results for Second Quarter 2025 Company exceeds guidance, ships record number of sensors, and delivers tenth straight quarter of revenue growth SAN FRANCISCO, CA – [August 7, 2025 at 4:10 PM ET] – Ouster, Inc. (Nasdaq: OUST) (“Ouster” or the “Company”), a global leader in high-performance lidar sensors and intelligent software solutions that bring Ph

June 20, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 18, 2025 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number)

May 30, 2025 EX-1.01

Ouster, Inc.’s Conflict Minerals Report for the period January 1 to December 31, 2024.

Exhibit 1.01 CONFLICT MINERALS REPORT OF OUSTER, INC. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2024 I. Introduction This is the Conflict Minerals1 Report of Ouster, Inc. (“we,” “our,” “us,” “Ouster,” or the “Company”) prepared for calendar year 2024 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “Act”). Numerous terms in this Report are d

May 30, 2025 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 (State or other jurisdiction of incorporation) (Commission File Number) 350 Treat Avenue San Francisco, California 94110 (Address of principal executive offices) (Zip Code) Megan Chung (415) 949-0108 (Na

May 12, 2025 424B5

Ouster, Inc. Up to $100,000,000 Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-286936 PROSPECTUS SUPPLEMENT (To prospectus dated May 12, 2025) Ouster, Inc. Up to $100,000,000 Common Stock We have entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with Oppenheimer & Co. Inc. (the “Agent”) relating to shares of our common stock, $0.0001 par value per share, offered by this prospectu

May 12, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2025 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number)

May 12, 2025 EX-1.1

At Market Issuance Sales Agreement, dated May 12, 2025, by and between the Company and Oppenheimer & Co. Inc.

Exhibit 1.1 OUSTER, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales Agreement May 12, 2025 Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Ouster, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc. (the “Agent”) as follows: 1. Issuance and Sale of Shares. The Company agre

May 9, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouster, I

May 9, 2025 CORRESP

Ouster, Inc. 350 Treat Avenue San Francisco, California 94110

Ouster, Inc. 350 Treat Avenue San Francisco, California 94110 May 9, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Mr. Uwem Bassey Re: Ouster, Inc.   Form S-3 (File No. 333-286936) To the addressee set forth above: In accordance with Rule 461 under the Securities Act of 1933, as amended, we

May 9, 2025 LETTER

LETTER

May 9, 2025 Chen Geng Chief Financial Officer Ouster, Inc. 350 Treat Avenue San Francisco, CA 94110 Re: Ouster, Inc. Registration Statement on Form S-3 Filed May 2, 2025 File No. 333-286936 Dear Chen Geng: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the com

May 8, 2025 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2025 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number) (

May 8, 2025 EX-99.1

Ouster Announces Strong Operating Results for First Quarter 2025 Revenue of $33 million and GAAP gross margin of 41%

Exhibit 99.1 Ouster Announces Strong Operating Results for First Quarter 2025 Revenue of $33 million and GAAP gross margin of 41% SAN FRANCISCO, CA – [May 8, 2025 at 4:10 PM ET] – Ouster, Inc. (Nasdaq: OUST) (“Ouster” or the “Company”), a global leader in high-performance lidar sensors and intelligent software solutions, powering Physical AI across the automotive, industrial, robotics and smart in

May 2, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Ouster, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carr

May 2, 2025 EX-25.1

Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of Wilmington Trust, National Association, as trustee under the indenture filed as Exhibit 4.2 above.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal

May 2, 2025 EX-4.2

Form of Indenture.

EX-4.2 Exhibit 4.2 OUSTER, INC. INDENTURE Dated as of      , 20   WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 6 Section 2.1. Issu

May 2, 2025 S-3

As filed with the Securities and Exchange Commission on May 2, 2025

Table of Contents As filed with the Securities and Exchange Commission on May 2, 2025 Registration No.

April 29, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2025 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number

April 29, 2025 EX-10.1

Gianella and the Company, dated April 25, 2025

Exhibit 10.1 April 25, 2025 Via Electronic Mail Mr. Kenneth P. Gianella [email protected] Dear Ken, We believe that your skills, personal qualities and experience you would bring to our Company will greatly contribute to our success. We would love for you to join us in the position of Chief Financial Officer with Ouster, Inc. (the “Company”), with an anticipated start date of May 19, 2025 (the da

April 28, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT   SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 28, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 18, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT   SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 11, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 7, 2025 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number)

March 21, 2025 S-8

As filed with the Securities and Exchange Commission on March 21, 2025

S-8 As filed with the Securities and Exchange Commission on March 21, 2025 Registration No.

March 21, 2025 EX-21.1

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES The following is a list of the direct and indirect subsidiaries of Ouster, Inc. that is current as of December 31, 2024: Subsidiaries Jurisdiction Ouster Canada Ltd Canada Ouster France SAS France Ouster Hong Kong Ltd. Hong Kong Ouster (Suzhou) Intelligent Technology Co., Ltd. People’s Republic of China Ouster Netherlands, B.V. Netherlands Ouster (Thailand) Co., L

March 21, 2025 EX-4.3

Exhibit 4.3

Exhibit 4.3 DESCRIPTION OF SECURITIES The following description of the terms of our capital stock and warrants is not complete and is qualified in its entirety by reference to our Certificate of Incorporation, as amended (the “Certificate of Incorporation”), our Second Amended and Restated Bylaws (the “Bylaws”) and the warrant agreements, all of which are attached as exhibits to our Annual Report

March 21, 2025 EX-19.1

Insider Trading Compliance Policy

Insider Trading Compliance Policy I.The Reasons for an Insider Trading Policy The Federal securities laws prohibit the purchase or sale of securities by persons on the basis of material, non-public information about a company, as well as the disclosure of material, non-public information about a company to others who then trade in the company’s securities. Such transactions are commonly known as “

March 21, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-394

March 21, 2025 EX-FILING FEES

Filing Fee Table.

EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Ouster, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock

March 20, 2025 EX-99.1

Ouster Announces Record Revenue for Fourth Quarter and Fiscal Year 2024 Record revenue of $30 million and GAAP gross margin of 44%

Exhibit 99.1 Ouster Announces Record Revenue for Fourth Quarter and Fiscal Year 2024 Record revenue of $30 million and GAAP gross margin of 44% SAN FRANCISCO, CA – March 20, 2025 at 4:10 PM ET – Ouster, Inc. (Nasdaq: OUST) (“Ouster” or the “Company”), a leading global provider of high-performance lidar sensors and software solutions for the automotive, industrial, robotics, and smart infrastructur

March 20, 2025 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2025 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number

March 17, 2025 EX-24

POWER OF ATTORNEY

POWER OF ATTORNEY With respect to holdings of and transactions in securities issued by Ouster, Inc.

March 11, 2025 EX-24

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY With respect to holdings of and transactions in securities issued by Ouster, Inc.

January 17, 2025 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 15, 2025 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb

January 17, 2025 EX-99.1

Ouster Announces Departure of Chief Financial Officer and Reaffirms Q4 Revenue Guidance Company expects Q4 2024 revenue to be within the guidance range of $29 million to $31 million

Exhibit 99.1 Ouster Announces Departure of Chief Financial Officer and Reaffirms Q4 Revenue Guidance Company expects Q4 2024 revenue to be within the guidance range of $29 million to $31 million SAN FRANCISCO, CA – [January 17, 2025 at 7:30 AM ET] – Ouster, Inc. (Nasdaq: OUST) (“Ouster” or the “Company”), a leading global provider of high-performance lidar sensors and software solutions for the au

December 20, 2024 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39463 Ouster, Inc. New Yor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39463 Ouster, Inc. New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 350 Treat Avenue,

December 20, 2024 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39463 Ouster, Inc. New Yor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39463 Ouster, Inc. New York Stock Exchange American (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 350 Trea

December 20, 2024 CERT

CERT

Eun Ah Choi Senior Vice President Global Head of Regulatory Operations December 20, 2024 Division of Corporation Finance U.

December 20, 2024 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OUSTER, INC. (Exact name of registrant as speci

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OUSTER, INC. (Exact name of registrant as specified in its charter) Delaware 86-2528989 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 350 Treat

December 10, 2024 EX-99.1

Ouster Announces Transfer of Stock Exchange Listing to Nasdaq

Exhibit 99.1 Ouster Announces Transfer of Stock Exchange Listing to Nasdaq SAN FRANCISCO, CA – December 10, 2024 – Ouster, Inc. (NYSE: OUST) today announced that it will transfer the listing of its common stock and its warrants to purchase common stock trading under the symbol “OUST.WSA” (the “2025 Public Warrants”) to the Nasdaq Global Select Market from the New York Stock Exchange (“NYSE”) and N

December 10, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2024 Ouster, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Num

December 2, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 26, 2024 Ouster, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 26, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Num

November 18, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2024 Ouster, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Num

November 12, 2024 SC 13G/A

OUST / Ouster, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 UnitedStates13GOusterIncU.txt 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* (Name of Issuer) Ouster Inc (Title of Class of Securities) Co

November 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouste

November 8, 2024 SC 13G

OUST / Ouster, Inc. / BlackRock, Inc. Passive Investment

SC 13G 1 us68989m2026110824.txt us68989m2026110824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) Ouster, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 68989M202 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

November 7, 2024 EX-99.1

Ouster Reports Record Performance for Third Quarter 2024 Record revenue of $28 million, GAAP gross margin of 38%, and non-GAAP gross margin of 45%

Exhibit 99.1 Ouster Reports Record Performance for Third Quarter 2024 Record revenue of $28 million, GAAP gross margin of 38%, and non-GAAP gross margin of 45% SAN FRANCISCO, CA – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading global provider of high-performance lidar sensors and software solutions for the automotive, industrial, robotics, and smart infrastructure industries, ann

November 7, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2024 Ouster, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb

November 5, 2024 EX-10.1

Ouster, Inc. Executive Change in Control and Severance Plan, Effective November 4, 2024

Exhibit 10.1 OUSTER, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN (AND SUMMARY PLAN DESCRIPTION) Effective November 4, 2024 This Ouster, Inc. Executive Change in Control and Severance Plan (this “Plan”) is effective as of November 4, 2024 (the “Effective Date”). The purpose of this Plan is to provide severance benefits to certain eligible employees of Ouster, Inc. (the “Company”) whose empl

November 5, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 30, 2024 Ouster, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 30, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb

November 5, 2024 EX-10.2

Form of Participation Agreement for the Executive Change in Control and Severance Plan

Exhibit 10.2 OUSTER, INC. EXECUTIVE CHANGE IN CONTROL AND SEVERANCE PLAN PARTICIPATION AGREEMENT Dear []: We are pleased to inform you that the Compensation Committee of the Board of Directors of Ouster, Inc., a Delaware corporation (the “Company”), has determined that, effective as of [ • ] (the “Participation Date”), you are eligible to participate in the Company’s Executive Change in Control an

November 4, 2024 SC 13G/A

OUST / Ouster, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 UnitedStates13GOusterIncU.txt 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) Ouster Inc (Title of Class of Securities) Co

November 4, 2024 SC 13G/A

OUST / Ouster, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 UnitedStates13GOusterIncU.txt 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) Ouster Inc (Title of Class of Securities) Co

October 22, 2024 SC 13G

OUST / Ouster, Inc. / BlackRock, Inc. Passive Investment

SC 13G 1 us68989m2026102224.txt us68989m2026102224.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) Ouster, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 68989M202 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

September 19, 2024 SC 13G/A

OUST / Ouster, Inc. / Kantheti Krishna - SCHEDULE 13G, AMENDMENT NO. 3 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Ouster, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Titles of Class of Securities) 68989M103 (CUSIP Number) September 16, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

August 14, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Ouster, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par v

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouster, In

August 14, 2024 S-8

As filed with the Securities and Exchange Commission on August 14, 2024

S-8 As filed with the Securities and Exchange Commission on August 14, 2024 Registration No.

August 13, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2024 Ouster, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numbe

August 13, 2024 EX-99.1

Ouster Reports Strong Revenue and Margins for Second Quarter 2024 Revenue of $27 million, GAAP gross margin of 34%, and non-GAAP gross margin of 40% Repaid all outstanding balance under revolving credit line, strengthening balance sheet On-track to d

Exhibit 99.1 Ouster Reports Strong Revenue and Margins for Second Quarter 2024 Revenue of $27 million, GAAP gross margin of 34%, and non-GAAP gross margin of 40% Repaid all outstanding balance under revolving credit line, strengthening balance sheet On-track to deliver on long-term financial framework and reach profitability SAN FRANCISCO, CA – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”)

June 25, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number)

May 31, 2024 EX-1.01

Ouster, Inc.’s Conflict Minerals Report for the period January 1 to December 31, 2023.

Exhibit 1.01 CONFLICT MINERALS REPORT OF OUSTER, INC. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2023 I. Introduction This is the Conflict Minerals1 Report of Ouster, Inc. (“we,” “our,” “us,” “Ouster,” or the “Company”) prepared for calendar year 2023 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “Act”). Numerous terms in this Report are d

May 31, 2024 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 (State or other jurisdiction of incorporation) (Commission File Number) 350 Treat Avenue San Francisco, California 94110 (Address of principal executive offices) (Zip Code) Mark Weinswig (415) 949-0108 (

May 13, 2024 EX-10.1

and Separation Agreement, by and between Anna

May 13, 2024 EX-10.4

Form of Restricted Stock Grant Notice and Restricted Stock Agreement

OUSTER, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK AWARD GRANT NOTICE Ouster, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”) the number of shares of the Company’s Common Stock set forth below (the “Shares”) subject to all of the terms and conditions

May 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouster, I

May 13, 2024 EX-10.3

Third Amended and Restated Non-Employee Director Compensation Program

OUSTER, INC. THIRD AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This Ouster, Inc. (the “Company”) Third Amended and Restated Non-Employee Director Compensation Program (this “Program”) has been adopted in accordance with the Company’s 2021 Incentive Award Plan, as amended from time to time (the “2021 Plan”), and the Velodyne Lidar, Inc. 2020 Equity Incentive Plan, as amended fro

May 13, 2024 EX-10.2

Executive Transition Agreement, by and between Adam Dolinko and Ouster, Inc., dated as of February 17, 2023.

1 3 EXECUTIVE TRANSITION AGREEMENT This Executive Transition Agreement (the “Agreement”) by and between Adam Dolinko (“Executive”) and Ouster, Inc.

May 9, 2024 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number) (

May 9, 2024 EX-99.1

Ouster Announces Record Revenue and Margin for First Quarter 2024 Record revenue of $26 million, up 51% year over year GAAP gross margin of 29% and record non-GAAP gross margin of 36%

Exhibit 99.1 Ouster Announces Record Revenue and Margin for First Quarter 2024 Record revenue of $26 million, up 51% year over year GAAP gross margin of 29% and record non-GAAP gross margin of 36% SAN FRANCISCO, CA – May 9, 2024 at 4:15 PM ET – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading global provider of high-performance lidar sensors and software solutions for the automotiv

April 25, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 25, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 22, 2024 EX-3.1

Second Amended and Restated Bylaws of Ouster, Inc. (effective as of April 18, 2024)

EX-3.1 Exhibit 3.1 Second Amended and Restated Bylaws of Ouster, Inc. (a Delaware corporation) As of April 18, 2024 Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought Before a Meeting 2 2.5 Notice of Nominati

April 22, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2024 Ouster, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number

March 28, 2024 EX-FILING FEES

Filing Fee Table.

EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Ouster, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock

March 28, 2024 S-8

As filed with the Securities and Exchange Commission on March 28, 2024

S-8 As filed with the Securities and Exchange Commission on March 28, 2024 Registration No.

March 28, 2024 EX-21.1

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES The following is a list of the direct and indirect subsidiaries of Ouster, Inc., that is current as of March 22, 2024: Subsidiaries Jurisdiction Ouster Canada Limited Canada Ouster France SAS France Ouster Hong Kong Limited Hong Kong Ouster (Suzhou) Intelligent Technology Co., Ltd. People’s Republic of China Ouster Netherlands, B.V. Netherlands Ouster (Thailand) C

March 28, 2024 EX-24.1

Power of Attorney

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that OUSTER, INC., a Delaware corporation (the “Company”), and each of the undersigned directors of the Company, hereby constitutes and appoints Angus Pacala, Mark Weinswig and Megan Chung, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitu

March 28, 2024 EX-97.1

Policy for Recovery of Erroneously Awarded Compensation

OUSTER, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Ouster, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1.Persons Subject to Policy This Policy shall apply to curr

March 28, 2024 EX-4.3

Description of Securities

Exhibit 4.3 DESCRIPTION OF SECURITIES The following description of the terms of our capital stock and warrants is not complete and is qualified in its entirety by reference to our Certificate of Incorporation, as amended (the “Certificate of Incorporation”), our Amended and Restated Bylaws (the “Bylaws”) and the warrant agreement, all of which are attached as exhibits to our Annual Report on Form

March 28, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-394

March 26, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2024 Ouster, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number

March 26, 2024 EX-99.1

Ouster Announces Record Revenue for Fourth Quarter and Full Year 2023 Record revenue of $83 million for the full year 2023 Expects $25 to $26 million of revenue for the first quarter of 2024

Exhibit 99.1 Ouster Announces Record Revenue for Fourth Quarter and Full Year 2023 Record revenue of $83 million for the full year 2023 Expects $25 to $26 million of revenue for the first quarter of 2024 SAN FRANCISCO, CA – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading provider of high-performance lidar sensors for the automotive, industrial, robotics, and smart infrastructure i

March 14, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number

February 13, 2024 SC 13G

OUST / Ouster, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv01635-ousterinc.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Ouster Inc Title of Class of Securities: Common Stock CUSIP Number: 68989M202 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Sched

February 12, 2024 SC 13G/A

OUST / Ouster, Inc. / Tao Capital Management LP - SC 13G/A Passive Investment

SC 13G/A 1 d763924dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 Under the Securities Exchange Act of 1934 (Amendment No. 2)* OUSTER, INC. (Name of Issuer) Common Stock, Par Value of $0.0001 Per Share (Title of Class of Securities) 68989M202 (CUSIP Number) December 31, 2023 Date

February 12, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d763924dex991.htm EX-99.1 CUSIP No. 68989M202 Schedule 13G Page 9 of 9 Exhibit 1 EXHIBIT 1 TO SCHEDULE 13G JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information c

January 9, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2024 Ouster, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2024 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numbe

January 9, 2024 EX-99.1

Ouster Announces Preliminary Fourth Quarter 2023 Revenue Results Expects Q4 2023 revenue to be at or above the midpoint of the previous guidance range

Exhibit 99.1 Ouster Announces Preliminary Fourth Quarter 2023 Revenue Results Expects Q4 2023 revenue to be at or above the midpoint of the previous guidance range SAN FRANCISCO, CA – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading provider of high-performance lidar sensors for the automotive, industrial, robotics, and smart infrastructure industries, announced today that based on

November 13, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouste

November 9, 2023 EX-99.1

Ouster Exceeds Q3 2023 Revenue Guidance; Achieves Over $120 Million in Annualized Cost Savings; Sets Financial Framework to Help Reach Profitability Over $22 million in revenue and bookings of $38 million in the third quarter 2023 Achieved over $120

Exhibit 99.1 Ouster Exceeds Q3 2023 Revenue Guidance; Achieves Over $120 Million in Annualized Cost Savings; Sets Financial Framework to Help Reach Profitability Over $22 million in revenue and bookings of $38 million in the third quarter 2023 Achieved over $120 million in annualized cost savings, one quarter ahead of schedule Announced targets for revenue growth, expanding gross margins, and addi

November 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb

November 8, 2023 EX-3.1

Amended and Restated Bylaws of Ouster, Inc.

EX-3.1 Exhibit 3.1 Amended and Restated Bylaws of Ouster, Inc. (a Delaware corporation) As of November 2, 2023 Table of Contents Page Article I—Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II—Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought Before a Meeting 2 2.5 Notice of Nominations for E

November 8, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb

October 31, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2023 Ouster, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb

October 31, 2023 EX-10.1

Credit Line Account Application and Agreement for Organizations and Businesses and Addendum, dated October 25, 2023, by and between the Company, UBS Bank USA, and UBS Financial Services Inc.

Exhibit 10.1   UBS Bank USA Variable Credit Line Account Number: (if applicable) [***]      [***]        [***]    Fixed Credit Line Account Number: (if applicable) [***]      [***]        [***]    SS#/TIN                                      Internal Use Only Credit Line Agreement Borrower Agreement BY SIGNING BELOW, THE BORROWER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT: A THE BORROWER HAS RECEIV

August 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2023 Ouster, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numbe

August 17, 2023 SC 13G/A

OUST / Ouster Inc - Class A / Kantheti Krishna - SCHEDULE 13G, AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 sc13ga2.htm SCHEDULE 13G, AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Ouster, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Titles of Class of Securities) 68989M103 (CUSIP Number) August 15, 2023 (Date of Event Which Requires Filing of this Statement)

August 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 Ouster, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numbe

August 14, 2023 EX-10.1

Joinder Agreement

JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of May 9, 2023, and is entered into by and between VELODYNE LIDAR USA, INC.

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouster, In

August 10, 2023 EX-99.1

Ouster Achieves Q2 2023 Revenue Guidance; Increases Cost Savings Target Over $19 million in revenue and $43 million in bookings in the second quarter 2023 Now targeting annualized cost savings of over $110 million exiting the fourth quarter 2023

EX-99.1 Exhibit 99.1 Ouster Achieves Q2 2023 Revenue Guidance; Increases Cost Savings Target Over $19 million in revenue and $43 million in bookings in the second quarter 2023 Now targeting annualized cost savings of over $110 million exiting the fourth quarter 2023 SAN FRANCISCO, CA – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading provider of high-performance lidar sensors for t

August 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 Ouster, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numbe

June 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 Ouster, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number)

June 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 Ouster, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number)

May 31, 2023 EX-1.01

Ouster, Inc.’s Conflict Minerals Report for the period January 1 to December 31, 2022.

EX-1.01 Exhibit 1.01 CONFLICT MINERALS REPORT OF Ouster, Inc. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2022 I. Introduction This is the Conflict Minerals1 Report of Ouster, Inc. (“we,” “our,” “us,” “Ouster,” or the “Company”) prepared for calendar year 2022 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “Act”). Numerous terms in this Repo

May 31, 2023 SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 (State or other jurisdiction of incorporation) (Commi

Form SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 (State or other jurisdiction of incorporation) (Commission File Number) 350 Treat Avenue San Francisco, California 94110 (Address of principal executive offices) (Zip Code) Mark Weinswig (415) 94

May 30, 2023 424B3

PROSPECTUS FOR 3,631,429 SHARES OF COMMON STOCK OF OUSTER, INC.

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-271845 PROSPECTUS FOR 3,631,429 SHARES OF COMMON STOCK OF OUSTER, INC. On February 10, 2023, we consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated as of November 4, 2022 (the “Merger Agreement”), by and among us, Velodyne Lidar, Inc. (“Velodyne”) and the other parties thereto. A

May 23, 2023 S-3/A

As filed with the Securities and Exchange Commission on May 22, 2023

S-3/A As filed with the Securities and Exchange Commission on May 22, 2023 Registration No.

May 23, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation)

May 23, 2023 CORRESP

Ouster, Inc. 350 Treat Avenue San Francisco, California 94110

CORRESP Ouster, Inc. 350 Treat Avenue San Francisco, California 94110 May 23, 2023 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Lauren Pierce Re: Ouster, Inc. Registration Statement on Form S-3 (Registration No. 333-271845) To the addressee set forth above: In accordance with Rule 461

May 23, 2023 EX-99.1

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS The following unaudited pro forma condensed combined statements of operations present the combination of the historical statements of operations of Ouster, Inc. (“Ouster”) and Velodyne Lidar, Inc. (“Velodyne”) adjusted to give effect to the transactions consummated on February 10, 2023 (“Closing Date”) pursuant to

May 19, 2023 LETTER

LETTER

United States securities and exchange commission logo May 19, 2023 Megan Chung General Counsel Ouster, Inc.

May 12, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouster, I

May 11, 2023 EX-99.1

Ouster Exceeds Q1 2023 Revenue Guidance; Increases Target for Merger Cost Synergies Over $17 million in revenue and $33 million in bookings in the first quarter 2023 Shipped REV7 sensors to over 110 customers in the first quarter 2023 Now targeting a

EX-99.1 Exhibit 99.1 Ouster Exceeds Q1 2023 Revenue Guidance; Increases Target for Merger Cost Synergies Over $17 million in revenue and $33 million in bookings in the first quarter 2023 Shipped REV7 sensors to over 110 customers in the first quarter 2023 Now targeting annualized merger cost synergies of between $80 and $85 million SAN FRANCISCO, CA – May 11, 2023 at 4:10 PM ET – Ouster, Inc. (NYS

May 11, 2023 EX-FILING FEES

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Ouster, Inc.

May 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2023 Ouster, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number)

May 11, 2023 S-3

As filed with the Securities and Exchange Commission on May 11, 2023

S-3 Table of Contents As filed with the Securities and Exchange Commission on May 11, 2023 Registration No.

May 1, 2023 DEF 14A

Schedule 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 1, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 27, 2023 8-K/A

Form 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation)

April 27, 2023 EX-99.1

VELODYNE LIDAR, INC. AND SUBSIDIARIES Consolidated Financial Statements December 31, 2022 (With Independent Auditors’ Report Thereon)

EX-99.1 Exhibit 99.1 VELODYNE LIDAR, INC. AND SUBSIDIARIES Consolidated Financial Statements December 31, 2022 (With Independent Auditors’ Report Thereon) Velodyne Lidar, Inc. Index to Consolidated Financial Statements December 31, 2022 Page Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Comprehensive Loss 5 Consolidated Statements of Stockholders’

April 27, 2023 EX-99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information presents the combination of the historical financial information of Ouster, Inc. (“Ouster”) and Velodyne Lidar, Inc. (“Velodyne”) adjusted to give effect to the transactions consummated on February 10, 2023 pursuant to the Agreement and Plan o

April 20, 2023 EX-3.1

Certificate of Amendment to Certificate of Incorporation of Ouster, Inc.

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF OUSTER, INC. Ouster, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of this corporation is Ouster, Inc. 2. This corporation’s Certificate of Incorporation was filed with the Secretary of State of the State of Delawar

April 20, 2023 EX-99.1

Ouster’s 1-for-10 Reverse Stock Split Becomes Effective The Company’s common stock will begin trading on a split-adjusted basis on April 21, 2023

EX-99.1 Exhibit 99.1 Ouster’s 1-for-10 Reverse Stock Split Becomes Effective The Company’s common stock will begin trading on a split-adjusted basis on April 21, 2023 SAN FRANCISCO, CA – April 20, 2023 - 4:05 PM – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading provider of high-performance lidar sensors for the automotive, industrial, robotics, and smart infrastructure industries,

April 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2023 Ouster, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number

April 17, 2023 EX-99.1

Ouster Receives Notice Regarding NYSE Continued Listing Standards

EX-99.1 Exhibit 99.1 Ouster Receives Notice Regarding NYSE Continued Listing Standards SAN FRANCISCO, CA – April 17, 2023 - 6:00 AM – Ouster, Inc. (NYSE: OUST) (“Ouster” or the “Company”), a leading provider of high-performance lidar sensors for the automotive, industrial, robotics, and smart infrastructure industries, announced today that on April 12, 2023, it was notified by the New York Stock E

April 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2023 Ouster, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number

April 7, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 2023 Ouster, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number)

April 6, 2023 SC 13G/A

OUST / Ouster Inc - Class A / BlackRock Inc. Passive Investment

us68989m1036040523.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) Ouster, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 68989M103 - (CUSIP Number) March 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

March 27, 2023 EX-FILING FEES

Filing Fee Table

EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Ouster, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock

March 27, 2023 S-8

As filed with the Securities and Exchange Commission on March 24, 2023

S-8 1 d486530ds8.htm S-8 As filed with the Securities and Exchange Commission on March 24, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 OUSTER, INC. (Exact name of registrant as specified in its charter) Delaware 86-2528989 (State or other jurisdiction of incorporation or organiza

March 24, 2023 EX-21.1

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES The following is a list of the direct and indirect subsidiaries of Ouster, Inc., that is current as of March 24, 2023: Subsidiaries Jurisdiction Ouster Canada Limited Canada Canada, Inc. Canada Ouster (Suzhou) Intelligent Technology Co., Ltd. China mainland Beijing Velodyne LiDAR Technology Co., Ltd. China mainland Sense Photonics, Inc. Delaware, United States Vel

March 24, 2023 10-K

Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-394

March 24, 2023 EX-10.7

Second Amended and Restated Non-Employee Director Compensation Program

OUSTER, INC. SECOND AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This Ouster, Inc. (the “Company”) Second Amended and Restated Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2021 Incentive Award Plan (the “Plan”) and amends and restates in its entirety the Amended and Restated Non-Employee Director Compensation Program. This Prog

March 24, 2023 EX-10.12

Third Amendment to Loan and Security Agreement, dated February 10, 2023, by and among Ouster, Inc., Hercules Capital, Inc., and the lenders and guarantors party thereto.

Execution Version THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of February 10, 2023, is entered into by and among OUSTER, INC.

March 24, 2023 EX-24.1

Power of Attorney

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that OUSTER, INC., a Delaware corporation (the “Company”), and each of the undersigned directors of the Company, hereby constitutes and appoints Angus Pacala and Mark Weinswig, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitution and resu

March 24, 2023 EX-4.3

Exhibit 4.3

Exhibit 4.3 DESCRIPTION OF OUR SECURITIES The following description of the terms of our capital stock and warrants is not complete and is qualified in its entirety by reference to our Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), our Amended and Restated Bylaws (the “Bylaws”) and the warrant agreement, all of which are attached as exhibits to our Annual Re

March 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2023 Ouster, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number

March 23, 2023 EX-99.1

Ouster Achieves 2022 Guidance, Reporting 22% Full Year Revenue Growth $41 million in revenue with 27% gross margins in 2022 Secured company record $70 million in bookings in 2022 Shipped new REV7 sensors with double the range to 29 customers in the f

EX-99.1 Exhibit 99.1 Ouster Achieves 2022 Guidance, Reporting 22% Full Year Revenue Growth $41 million in revenue with 27% gross margins in 2022 Secured company record $70 million in bookings in 2022 Shipped new REV7 sensors with double the range to 29 customers in the fourth quarter 2022 Completed merger of equals with Velodyne in February 2023 to strengthen financial position SAN FRANCISCO, CA –

March 22, 2023 8-K

Form 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number

February 23, 2023 SC 13G

OUST / Ouster Inc - Class A / Baidu, Inc. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* OUSTER, INC. (the combined company as a result of merger of equals with Velodyne Lidar, Inc.) (Name of Issuer) Common stock, par value US$0.0001 per share (Title of Class of Securities) 68989M103 (CUSIP Number) February 10, 2023 (Date of Event Whic

February 23, 2023 EX-99.1

Joint Filing Agreement

EX-99.1 Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the co

February 16, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2023 Ouster, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Num

February 14, 2023 EX-99.1

Form of Restricted Stock Unit Agreement under the Velodyne Lidar, Inc. 2020 Equity Incentive Plan.

EX-99.1 Exhibit 99.1(b) VELODYNE LIDAR, INC. 2020 EQUITY INCENTIVE PLAN Notice of Restricted Stock Unit Award You have been granted Restricted Stock Units (“RSUs”), each representing the right to receive one share of common stock of Velodyne Lidar, Inc. (the “Company”) on the following terms: Name of Recipient: «Name» Total Number of RSUs Granted: «TotalRSUs» Date of Grant: «DateGrant» Vesting Com

February 14, 2023 EX-FILING FEES

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Ouster, Inc.

February 14, 2023 S-8

As filed with the United States Securities and Exchange Commission on February 13, 2023

S-8 As filed with the United States Securities and Exchange Commission on February 13, 2023 Registration No.

February 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2023 Ouster, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39463 (Commission File Number) 86-252

February 13, 2023 EX-10.1

Third Amendment to Loan and Security Agreement, dated February 10, 2023, by and among Ouster, Inc., Hercules Capital, Inc., and the lenders and guarantors party thereto.

EX-10.1 2 d452755dex101.htm EX-10.1 Exhibit 10.1 Execution Version THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of February 10, 2023, is entered into by and among OUSTER, INC., a Delaware corporation (“Borrower”), the guarantors party hereto (the “Guarantors”), the several banks and other financial institutions or e

February 13, 2023 CERT

NYSE AMERICAN CERTIFICATION

New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com February 13, 2023 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The NYSE American certifies its approval for listing and registration of the Warrants to purchase common stock expiring 2025 of O

February 13, 2023 8-A12B

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OUSTER, INC. (Exact name of registrant as speci

8-A12B United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OUSTER, INC. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or Other Jurisdiction ofIncorporation or Organization) (Commission File Number) (IRS

February 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2023 Ouster, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Num

February 13, 2023 EX-99.3

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.3 Exhibit 99.3 SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following tables set forth selected unaudited pro forma condensed combined financial information giving effect to the planned mergers of Ouster and Velodyne. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2022 and the fiscal year ended December

February 13, 2023 EX-10.1

Second Amended and Restated Non-Employee Director Compensation Program

Exhibit 10.1 OUSTER, INC. SECOND AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This Ouster, Inc. (the “Company”) Second Amended and Restated Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2021 Incentive Award Plan (the “Plan”) and amends and restates in its entirety the Amended and Restated Non-Employee Director Compensation Progr

February 10, 2023 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 CUSIP No. 68989M103 Schedule 13G Page 9 of 9 Exhibit 1 EXHIBIT 1 TO SCHEDULE 13G JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contai

February 10, 2023 SC 13G/A

OUST / Ouster, Inc. / Tao Capital Management LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 Under the Securities Exchange Act of 1934 (Amendment No. 1 )* OUSTER, INC. (Name of Issuer) Common Stock, Par Value of $0.0001 Per Share (Title of Class of Securities) 68989M103 (CUSIP Number) December 31, 2022 Date of Event Which Requires Filin

February 9, 2023 SC 13G/A

OUST / Ouster, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01602-ousterinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Ouster Inc. Title of Class of Securities: Common Stock CUSIP Number: 68989M103 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pur

February 3, 2023 SC 13G

OUST / Ouster, Inc. / BlackRock Inc. Passive Investment

us68989m1036020323.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) Ouster, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 68989M103 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 2, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2023 Ouster, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb

February 2, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2023 Ouster, Inc. (Ex

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File

February 2, 2023 EX-99.1

Ouster and Velodyne Achieve Guidance and Announce Combined Company Board of Directors in Anticipation of Closing of Merger of Equals Ouster and Velodyne achieved Fiscal Year and Q4 2022 guidance, respectively Diverse Combined Company Board designees

EX-99.1 Exhibit 99.1 Ouster and Velodyne Achieve Guidance and Announce Combined Company Board of Directors in Anticipation of Closing of Merger of Equals Ouster and Velodyne achieved Fiscal Year and Q4 2022 guidance, respectively Diverse Combined Company Board designees with deep company, industry, and financial expertise Approximately $315 million in combined cash1 as of December 31, 2022 SAN FRA

January 27, 2023 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2023 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb

December 14, 2022 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFM14A 1 d390420ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Co

December 14, 2022 424B3

MERGER, REVERSE STOCK SPLIT & SHARE ISSUANCE PROPOSALS—YOUR VOTE IS VERY IMPORTANT

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-268556 MERGER, REVERSE STOCK SPLIT & SHARE ISSUANCE PROPOSALS?YOUR VOTE IS VERY IMPORTANT Dear Stockholders: On November 4, 2022, Ouster, Inc., which is referred to as Ouster, Velodyne Lidar, Inc., which is referred to as Velodyne, Oban Merger Sub, Inc., a direct, wholly-owned subsidiary of Ouster, which is referred to as Merg

December 6, 2022 S-4/A

As filed with the U.S. Securities and Exchange Commission on December 6, 2022

Table of Contents As filed with the U.S. Securities and Exchange Commission on December 6, 2022 Registration No. 333-268556 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OUSTER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 3569 86-2528989 (State of Incorporation) (P

December 6, 2022 EX-99.5

Form of Proxy Card for Special Meeting of Velodyne Lidar, Inc.

Exhibit 99.5 VELODYNE LIDAR, INC. 5521 HELLYER AVENUE SAN JOSE, CA 95138 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on January 25, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to crea

December 6, 2022 EX-99.1

Consent of Barclays Capital Inc.

Exhibit 99.1 745 Seventh Avenue New York, NY 10019 United States December 6, 2022 CONSENT OF BARCLAYS CAPITAL INC. We hereby consent to (i) the inclusion of our opinion letter, dated November 4, 2022, to the Board of Directors of Ouster, Inc. (the ?Company?), as an Annex to the joint proxy statement/prospectus that forms a part of the Registration Statement on Form S-4 of the Company, as filed by

December 6, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 9 d389774dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Ouster, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount o

December 6, 2022 EX-24.2

Power of Attorney for Karin Rådström

Exhibit 24.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Angus Pacala and Anna Brunelle, and each of them, with full power to act without the other, such person?s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for her and in her name, place and stead, in any and all capacities, to sign

December 6, 2022 EX-99.4

Form of Proxy Card for Special Meeting of Ouster, Inc.

Exhibit 99.4 OUSTER, INC. SPECIAL MEETING OF STOCKHOLDERS January 26, 2023 at 9:00 a.m. Pacific Time This proxy is solicited by the Ouster, Inc. Board of Directors The undersigned hereby appoint(s) Angus Pacala and Anna Brunelle, and each of them, acting individually or in the absence of others, as proxies, each with the full power of substitution and re-substitution, and hereby authorize(s) them

December 6, 2022 EX-99.2

Consent of BofA Securities, Inc.

Exhibit 99.2 Global Corporate & Investment Banking BofA Securities, Inc. One Bryant Park, New York, NY 10036 December 6, 2022 Board of Directors Velodyne Lidar, Inc. 5521 Hellyer Avenue San Jose, CA 95138 Members of the Board: We hereby consent to the inclusion of our opinion letter, dated November 4, 2022, to the Board of Directors of Velodyne Lidar, Inc. (?Velodyne?) as Annex G to the joint prox

December 6, 2022 CORRESP

December 6, 2022

CORRESP 1 filename1.htm December 6, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: Ouster, Inc. Registration Statement on Form S-4 Filed November 23, 2022 (File No. 333-268556) Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request accelerat

November 30, 2022 LETTER

LETTER

United States securities and exchange commission logo November 30, 2022 Angus Pacala Chief Executive Officer Ouster, Inc.

November 23, 2022 EX-99.3

Consent of Ted Tewksbury, Ph.D to be named as a director

Exhibit 99.3 CONSENT OF TED TEWKSBURY In connection with the filing by Ouster, Inc. (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of director

November 23, 2022 EX-99.1

Consent of Barclays Capital Inc.

Exhibit 99.1 745 Seventh Avenue New York, NY 10019 United States November 23, 2022 CONSENT OF BARCLAYS CAPITAL INC. We hereby consent to (i) the inclusion of our opinion letter, dated November 4, 2022, to the Board of Directors of Ouster, Inc. (the ?Company?), as an Annex to the joint proxy statement/prospectus that forms a part of the Registration Statement on Form S-4 of the Company, as filed by

November 23, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Ouster, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward

November 23, 2022 S-4

As filed with the U.S. Securities and Exchange Commission on November 23, 2022

Table of Contents As filed with the U.S. Securities and Exchange Commission on November 23, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OUSTER, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 3569 86-2528989 (State of Incorporation) (Primary Standard Industri

November 23, 2022 EX-99.2

Consent of BofA Securities, Inc.

Exhibit 99.2 BOFA SECURITIES, INC. November 23, 2022 Board of Directors Velodyne Lidar, Inc. 5521 Hellyer Avenue San Jose, CA 95138 Members of the Board: We hereby consent to the inclusion of our opinion letter, dated November 4, 2022, to the Board of Directors of Velodyne Lidar, Inc. (?Velodyne?) as Annex G to the joint proxy statement/prospectus relating to the proposed mergers involving Velodyn

November 8, 2022 EX-10.1

and Anna Brunelle, dated

August 27, 2020 Anna Brunelle [***] Dear Anna: We believe that your skills, experience and personal qualities could make a major contribution to our company?s success.

November 8, 2022 EX-10.3

and Adam Dolinko, dated November 16, 2021.

OUSTER, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?), entered into effective as of November 16, 2021 (the ?Effective Date?), is between Ouster, Inc., a Delaware corporation (the ?Company?) and Adam Dolinko (?Executive? and, together with the Company, the ?Parties?). This Agreement shall constitute a valid and binding agreement between the Parties effective as of the Effect

November 8, 2022 425

Filed by Ouster, Inc.

425 Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 Third Quarter 2022 Earnings Update November 7, 2022 Palm Drive, Stanford Captured with REV7 OS1 1 Disclaimers Forward Looking Statements This presentation contains forward-l

November 8, 2022 EX-10.5

First Amendment to Loan and Security Agreement, dated as of August 5, 2022, by and between the Company, Sense Photonics, Inc. and Hercules Capital, Inc.

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of August 5, 2022, is entered into by and among OUSTER, INC.

November 8, 2022 EX-10.1 1

Amendment to Offer Letter, by and between Ouster, Inc. and Anna Brunelle, dated September 16, 2020.

Anna Brunelle [***] September 16, 2020 Re: Amendment of Offer Letter Dear Anna, As you know, you entered into an offer letter agreement with Ouster, Inc.

November 8, 2022 425

Q3 2022 Earnings Script

425 Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following is script of Ouster’s Q3 2022 Earnings Call held on November 7, 2022. Q3 2022 Earnings Script Operator • Good afternoon and welcome to Ouster’s Third Quarter 2

November 8, 2022 EX-10.2

Offer Letter, by and between Ouster, Inc. and Darien Spencer, dated July 25, 2017

Ouster, Inc. July 25, 2017 Darien Spencer [***] By email Dear Darien Spencer: Ouster, Inc., (the ?Company?), is pleased to offer you employment with the Company on the terms described below. 1.Position. You will start in a full-time position as Vice President of Operations and you will initially report to the Company?s Chief Executive Officer. By signing this letter, you confirm with the Company t

November 8, 2022 EX-10.4

and Nathan Dickerman, dated March 1, 2021.

OUSTER, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?), entered into effective as of March 1, 2021 (the ?Effective Date?), is between Ouster, Inc., a Delaware corporation (the ?Company?) and Nathan Dickerman (?Executive? and, together with the Company, the ?Parties?). This Agreement shall constitute a valid and binding agreement between the Parties effective as of the Effect

November 8, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouste

November 7, 2022 425

Email to Ouster Employees on Rush Street

Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following email was sent to employees of Ouster by Chief Executive Officer, Angus Pacala, on November 7, 2022. Email to Ouster Employees on Rush Street From: Angus Pacala To

November 7, 2022 425

Filed by Ouster, Inc.

425 1 d321591d425.htm 425 Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 Joint Update on the Proposed Merger Between Ouster and Velodyne November 7, 2022 Disclaimers Forward Looking Statements This Investor Presentation (“Pr

November 7, 2022 425

OUSTER AND VELODYNE PROPOSED MERGER FAQ

Table of Contents Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following FAQs have been provided to stakeholders of Ouster on November 7, 2022. OUSTER AND VELODYNE PROPOSED MERGER FAQ Table of Contents Transaction Over

November 7, 2022 425

Filed by Ouster, Inc.

Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following letter was sent to customers of Ouster on November 7, 2022. November 7, 2022 Subject: Announcement: Ouster?s Proposed Merger with Velodyne Dear [Customer], This mo

November 7, 2022 EX-10.1

Consent and Second Amendment to Loan and Security Agreement, dated November 1, 2022, by and among Ouster, Inc., Sense Photonics, Inc. and Hercules Capital, Inc.*

Exhibit 10.1 CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Agreement?), dated as of November 1, 2022, is entered into by and among OUSTER, INC., a Delaware corporation (?Borrower?), SENSE PHOTONICS, INC., a Delaware corporation (?Guarantor?), the several banks and other financial institutions or entities party he

November 7, 2022 EX-10.2

Form of Voting and Support Agreement, dated November 4, 2022, by and among Ouster, Inc. and each Velodyne stockholder party thereto

Exhibit 10.2 Execution Form VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is entered into as of November 4, 2022, by and between Ouster, Inc., a Delaware corporation (?Ouster?), and the undersigned stockholder (the ?Stockholder?) of Velodyne Lidar, Inc., a Delaware corporation (?Velodyne?). Capitalized terms used but not otherwise defined herein shall have the m

November 7, 2022 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2022 Ouster, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2022 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb

November 7, 2022 425

Ouster Employee FAQ Proposed Merger Between Ouster and Velodyne November 7, 2022 Question Response What was announced? On November 7, 2022, Ouster and Velodyne announced that the two companies have entered into a definitive agreement to merge in an a

425 1 d321653d425.htm 425 Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following FAQs were provided to employees of Ouster on November 7, 2022. Ouster Employee FAQ Proposed Merger Between Ouster and Velodyne November 7

November 7, 2022 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2022 Ouster, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2022 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb

November 7, 2022 EX-99.2

VOTING AND SUPPORT AGREEMENT

EX-99.2 6 d386513dex992.htm EX-99.2 Exhibit 99.2 Execution Form VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of November 4, 2022, by and between Velodyne Lidar, Inc., a Delaware corporation (“Velodyne”), and the undersigned stockholder (the “Stockholder”) of Ouster, Inc., a Delaware corporation (“Ouster”). Capitalized terms used but not other

November 7, 2022 425

Filed by Ouster, Inc.

Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following social media post was posted by Ouster, Inc. on Twitter on November 7, 2022: Ouster ousterlidar Excited to announce our proposed merger with @Velodynelidar! We exp

November 7, 2022 EX-2.1

Agreement and Plan of Merger, dated November 4, 2022, by and among Velodyne Lidar, Inc., Ouster, Inc., Oban Merger Sub, Inc. and Oban Merger Sub II LLC.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among OUSTER, INC., OBAN MERGER SUB, INC., OBAN MERGER SUB II LLC and VELODYNE LIDAR, INC. Dated as of November 4, 2022 TABLE OF CONTENTS Page ARTICLE 1 THE MERGERS 2 1.1 The Mergers 2 1.2 Closing 3 1.3 Effective Time 3 1.4 Organizational Documents 4 1.5 Directors and Officers of the Surviving Companies 4 1.6 Directors and Officers of Ouster 4 1.7 Tax Treat

November 7, 2022 425

Ouster and Velodyne Joint Call Script - November 7th, 2022

Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following information was provided to investors during a joint investor call held by Ouster and Velodyne on November 7, 2022. Ouster and Velodyne Joint Call Script - Novembe

November 7, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2022 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb

November 7, 2022 EX-99.1

Ouster and Velodyne Announce Proposed Merger of Equals to Accelerate Lidar Adoption Merger expected to strengthen financial position $355 million in combined Q3 cash Annualized cost savings expected to reach at least $75 million

EX-99.1 5 d386513dex991.htm EX-99.1 Exhibit 99.1 Ouster and Velodyne Announce Proposed Merger of Equals to Accelerate Lidar Adoption Merger expected to strengthen financial position $355 million in combined Q3 cash Annualized cost savings expected to reach at least $75 million SAN FRANCISCO, CA – November 7, 2022 6:00 AM ET – Ouster (NYSE: OUST), a leading provider of high-resolution digital lidar

November 7, 2022 425

Filed by Ouster, Inc.

Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following social media post was posted by Angus Pacala, the Chief Executive Officer of Ouster, Inc. on LinkedIn on November 7, 2022: Cautionary Statement Regarding Forward-L

November 7, 2022 425

Filed by Ouster, Inc.

Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following letter was sent to partners of Ouster on November 7, 2022. November 7, 2022 Subject: Announcement: Ouster?s Proposed Merger with Velodyne Dear [Partner], This morn

November 7, 2022 425

Filed by Ouster, Inc.

425 1 d367359d425.htm 425 Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 The following social media post was posted by Ouster, Inc. on LinkedIn on November 7, 2022: Ouster’s Post Ouster ••• 15m We’re excited to announce our

November 7, 2022 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2022 VELODYNE LIDAR, IN

425 Filed by Ouster, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 Subject Company: Velodyne Lidar, Inc. Commission File No.: 001-38703 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of

November 7, 2022 EX-99.1

Ouster Reports 44% Year-over-Year Q3 Revenue Growth, Followed by Groundbreaking REV7 Product Launch and Planned Merger to Accelerate Lidar Adoption $11.2 million in revenue with 33% gross margins in Q3 2022 Doubled range with REV7 sensors, powered by

Exhibit 99.1 Ouster Reports 44% Year-over-Year Q3 Revenue Growth, Followed by Groundbreaking REV7 Product Launch and Planned Merger to Accelerate Lidar Adoption $11.2 million in revenue with 33% gross margins in Q3 2022 Doubled range with REV7 sensors, powered by the next-generation L3 chip Planned merger of equals to strengthen financial position SAN FRANCISCO, CA ? November 7, 2022 ? Ouster, Inc

November 7, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2022 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Numb

August 5, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39463 Ouster, In

August 4, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2022 Ouster, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39463 86-2528989 (State or other jurisdiction of incorporation) (Commission File Number

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