SPENCER DARIEN 4

What Happened
Spencer Darien, Chief Operating Officer of Ouster, sold 10,938 shares in a transaction on March 12, 2026. The weighted-average sale price was $23.43 per share for total proceeds of approximately $256,308. This sale was executed to cover withholding taxes arising from the vesting and settlement of restricted stock units.

Key Details

• Transaction date: 2026-03-12 (reported on Form 4 filed 2026-03-16). Filing appears timely (within 2 business days).
• Transaction type: Open-market sale (reported as S); sale was to cover tax withholding related to RSU vesting (footnote F1).
• Price: Weighted average $23.43; individual trades ranged $22.9640–$23.4522 (footnote F2). Reporting person can provide per-trade breakdown on request.
• Shares sold: 10,938; proceeds ≈ $256,308.
• Shares owned after transaction: Not disclosed in the provided excerpt.
• Plan/authorization: Sale was pursuant to a Rule 10b5-1 sale-to-cover instruction letter dated Aug 19, 2025 (footnote F1).

Context
This was a sale to satisfy tax withholding on vested RSUs rather than an open-ended disposition for investment reasons. Such “sell-to-cover” transactions are common following awards and do not necessarily indicate the insider’s view on the company’s prospects.