What changed in this filing

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Item 9A. Controls and Procedures

2025-03-21 compared with 2024-03-28 · 65 added, 81 removed, 243 unchanged (38% of the section changed)

1 unchanged sentence

Limitations on Effectiveness of Controls and Procedures

Disclosure controls and procedures include controls and other procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, (“Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management of the Company, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2023.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2023 due to the material weaknesses in our internal control over financial reporting described below.

Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024.

Based on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2024 due to the material weaknesses in our internal control over financial reporting described below.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an assessment as of December 31, 2023 of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Our management, including our Chief Executive Officer and Interim Chief Financial Officer, conducted an assessment as of December 31, 2024 of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, our management concluded that, as of December 31, 2024, our internal control over financial reporting was not effective due to the material weaknesses described below.

2 unchanged sentences

Specifically, we did not maintain a sufficient complement of personnel with an appropriate degree of internal controls and accounting knowledge, experience, and training commensurate with our accounting and reporting requirements.

This material weakness contributed to the following additional material weaknesses.

We did not design and maintain effective controls over the period-end financial reporting process to achieve complete, accurate and timely financial accounting, reporting and disclosures, including segregation of duties and adequate controls related to journal entries and certain other business processes, and verifying transactions are properly classified in the financial statements.

These material weaknesses resulted in adjustments to several account balances and disclosures in the consolidated financial statements for the years ended December 31, 2019 and 2018, and adjustments to the equity and warrant liabilities accounts and related disclosures in the condensed consolidated financial statements for the three months ended March 31, 2021.

This material weakness contributed to the following additional material weakness.

• We did not design and maintain effective controls over the period-end financial reporting process to ensure, for other than journal entries, that segregation of duties (SOD) conflicts were identified, reviewed and mitigated by appropriately designed mitigating controls as needed to achieve complete, accurate and timely financial accounting, reporting and disclosures.

The material weakness related to the control environment resulted in adjustments to several account balances and disclosures in the consolidated financial statements for the years ended December 31, 2019 and 2018, adjustments to the equity and warrant liabilities accounts and related disclosures in the unaudited condensed consolidated financial statements for the three months ended March 31, 2021, and an immaterial adjustment which was recorded prior to the issuance of the unaudited condensed consolidated financial statements as of June 30, 2024.

The material weakness related to segregation of duties did not result in a material misstatement to the consolidated financial statements.

Additionally, each of these material weaknesses could result in a misstatement of account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

We have excluded Velodyne Lidar, Inc.

from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2023 because it was acquired in a merger during 2023.

The total assets and total revenues of Velodyne Lidar, Inc., a wholly-owned subsidiary, represents 8% and 35%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

Remediation Measures of Unremediated Material Weaknesses

2 unchanged sentences

These remediation measures are ongoing and include the following:

• Improve internal controls to ensure that segregation of duties (SOD) conflicts are timely identified, reviewed and mitigated by appropriately designed mitigating controls and procedures.

This includes periodic monitoring of changes in roles and responsibilities that could impact SOD conflicts within the period-end financial reporting process.

• Continuing to recruit personnel with appropriate internal controls, accounting knowledge and experience commensurate with our accounting and reporting requirements, in addition to engaging and utilizing third party consultants and specialists.

Our management also reallocated roles and responsibilities within the accounting team based on skills and experience of various personnel.

• Continuing to operate entity level controls (ELCs) including Board and Audit Committee oversight, senior management review of financial and business performance and internal controls, and expansion of the internal audit team.

We have designed and implemented these controls in the previous financial years.

Our management also continued to reallocate and align roles and responsibilities within the accounting team to optimize and leverage the skills and experience of various personnel.

• Continuing to provide internal control training for personnel responsible for implementing internal controls for the Company.

• Continue to operate internal controls for financial close and reporting including review of accounting policies, journal entry review controls including segregation of duties, period end close procedures, financial statement preparation, review, and reporting, and controls within various business processes as they relate to financial reporting, including controls to ensure segregation of duties.

This included controls around classification of balances in our financial statements and strengthening processes for management oversight over financial reporting and disclosure controls.

We have designed and implemented these controls in the previous financial years.

These investments in resources have improved the stability of our accounting organization.

While significant progress has been made in response to the material weaknesses, time is needed to demonstrate sustainability as it relates to our internal control over financial reporting and improvements made to our complement of resources, including demonstrating sustained operating effectiveness of our internal controls.

We are committed to continuous improvement and will continue to diligently review our internal control over financial reporting.

Remediation of Previously Reported Material Weaknesses

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, our management concluded that we did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems that are relevant to the preparation of our consolidated financial statements.

Specifically, we did not design and maintain (i) program change management controls to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately and (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to our financial applications, programs and data to appropriate personnel.

Our management completed the following actions and measures designed to remediate the control deficiencies that led to the material weakness:

• Continuing to operate entity level controls (ELCs) including increasing Board and Audit committee oversight over operation of internal control for financial reporting including IT General controls.

We had designed and implemented these controls in the previous financial years and continued to operate these in 2023.

• Enhanced senior management oversight over operation of IT general controls related to change management and user access management.

• Strengthened and enhanced the IT governance and policies to enable consistent operation of IT processes in the area of change management and user access management.

• Recruited additional personnel with appropriate knowledge and experience for Internal controls and IT General controls area, in addition to engaging and utilizing third-party consultants and specialists.

• Continuing to operate IT general controls including restricted user access to our internal systems for financial reporting, and IT change management.

We had designed and implemented these controls in the previous financial years and continued to operate these in 2023.

• Conducted internal control training for personnel responsible for IT general controls related to IT change management and IT user access management.

Our management completed its documentation, testing and evaluation of the enhanced control activities and determined that, as of December 31, 2023, these control activities have been appropriately designed and implemented, and have operated effectively for a sufficient period of time to conclude that these previously identified material weaknesses related to restricted user access, and IT change management have been remediated.

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, our management concluded that we did not design and maintain effective controls over the period-end financial reporting process to achieve complete, accurate and timely financial accounting, reporting and disclosures, including adequate controls related to journal entries, and verifying transactions are properly classified in the financial statements.

Our management completed the following actions and measures designed to remediate the control deficiencies that led to the above material weaknesses:

• Throughout 2024, we enhanced the design and/or operation over internal controls for period end financial reporting to ensure transactions are properly classified in our financial statements, and controls related to preparation and review of journal entries.

Building on the controls designed and implemented in the previous financial years, we continued to strengthen and improve these controls during 2024.

Our management completed its documentation, testing and evaluation of the enhanced control activities and determined that, as of December 31, 2024, these control activities have been appropriately designed and implemented, and have operated effectively for a sufficient period of time to conclude that these previously identified material weaknesses related to controls over the period-end financial reporting process to achieve complete, accurate and timely financial accounting, reporting and disclosures, including adequate controls related to journal entries, and verifying transactions are properly classified in the financial statements, have been remediated.

Attestation Report of Registered Public Accounting Firm

The effectiveness of our internal control over financial reporting as of December 31, 2023 was not required to be audited by our auditors under Section 404(b) of the Sarbanes Oxley Act of 2002 due to Ouster being non-accelerated filer within the definition of Rule 12b-2.

Accordingly, this Annual Report on Form 10-K does not include an attestation report of our independent registered accounting firm.

The effectiveness of our internal control over financial reporting as of December 31, 2024 was not required to be audited by our independent registered public accounting firm under Section 404(b) of the Sarbanes Oxley Act of 2002 due to Ouster being deemed a Smaller Reporting Company (SRC) within the definition of Rule 12b-2 as the company’s public float was below the specified thresholds as of June 30, 2024.

Accordingly, this Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm.

Changes in Internal Control over Financial Reporting

1 unchanged sentence

Other Information

On December 15, 2023, Mark Weinswig , the Company’s Chief Financial Officer , adopted a “Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K.

The plan provides for the periodic sale of up to 19,990 shares of common stock between April 13, 2024 and May 14, 2024.

On December 13, 2024 , Megan Chung , the Company’s General Counsel and Secretary , adopted a “Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K.

The plan provides for the periodic sale of up to 11,601 shares of common stock between March 14, 2025 and December 12, 2025 .

On December 12, 2024 , Theodore Tewksbury , a director of the Company, adopted a “Rule 10b5-1 trading arrangement.” The plan provided for the periodic sale between March 24, 2025 and July 31, 2025 of 50% of the shares of common stock issued following the vesting of certain future grants of restricted stock units.

The plan was terminated on February 6, 2025.

Other than as described above, during the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

5 unchanged sentences

A copy of the Code of Conduct is available on our Investors website at investors.ouster.com in the “Governance” section.

We expect that any amendments to the Code of Conduct, or any waivers of its requirements, that are required to be disclosed by SEC or NYSE rules will be disclosed on our website.

We expect that any amendments to the Code of Conduct, or any waivers of its requirements, that are required to be disclosed by SEC or NASDAQ rules will be disclosed on our website.

We did not grant any waivers to the Code of Conduct in fiscal 2024.

The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.

The remaining information required by Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be included under the headings “Election of Directors,” “Executive Officers” “Corporate Governance,” and “Delinquent Section 16(a) Reports” (if applicable) in our definitive proxy statement for our 2025 annual meeting of stockholders (the “2025 Annual Meeting of Stockholders”), to be filed within 120 days after the end of the 2024 fiscal year and is incorporated herein by reference.

5 unchanged sentences

Co-Founder and Chief Technology Officer Same

Mark Weinswig

Chief Financial Officer Same

Interim Chief Financial Officer

Darien Spencer

4 unchanged sentences

Former Chief Executive Officer of Velodyne Lidar, Inc.

Christina Correia

Group Vice President, Chief Accounting Officer and Business Finance at Lam Research Corporation

Virginia Boulet 71

4 unchanged sentences

Director Former Chief Financial Officer of Micron Technology, Inc., a semiconductor manufacturing company

Karin Rådström 45

Director Chief Executive Officer of Mercedes-Benz Trucks, a commercial vehicle manufacturer

Kristin Slanina 54

Director Chief Innovation Officer at ParkMyFleet, a provider of parking locations and technology solutions for fleet operations

Riaz Valani 47

Director General Partner and Founder of Global Asset Capital, a private equity investment firm

Stephen Skaggs

Former Senior Vice President and Chief Financial Officer of Atmel Corporation

Executive Compensation

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Equity compensation plans not approved by security holders — $ — —

5,513,118 $ 7.55 3,232,907

(1) Consists of the Ouster, Inc.

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2017 Equity Incentive Plan and (“Sense Plan”).

(2) The number of shares authorized under our 2021 Plan will increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (A) 5% of the shares of common stock outstanding as of the last day of the immediately preceding fiscal year and (B) such lesser number of shares as determined by our board of directors.

(2) The number of shares authorized under our 2021 Plan increases on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (A) 5% of the shares of common stock outstanding as of the last day of the immediately preceding fiscal year and (B) such lesser number of shares as determined by our board of directors.

No additional awards will be granted under the 2015 Plan or the Sense Plan and, as a result, no shares remain available for issuance for new awards under the 2015 Plan or the Sense Plan.

The number of shares authorized under our Velodyne 2020 Plan will increase on the first day of each calendar year beginning on January 1, 2021 and ending on (and including) January 1, 2030, equal to the lesser of (A) 820,400 shares of common stock and (B) such lesser number of shares as determined by our board of directors.

The number of shares authorized under our Velodyne 2020 Plan increases on the first day of each calendar year beginning on January 1, 2021 and ending on (and including) January 1, 2030, equal to the lesser of (A) 820,400 shares of common stock and (B) such lesser number of shares as determined by our board of directors.

(3) Consists of 1,973,146 outstanding restricted stock units under the 2021 Plan, 1,468,180 outstanding restricted stock units under the Velodyne Plan, and 23,438 outstanding restricted stock units under the Sense Plan.

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Outstanding restricted stock units and restricted stock awards subject to time-based vesting do not have an exercise price and therefore are not included in the calculation of the weighted-average exercise price.

(6) Consists of 102,338 shares remaining available for issuance under the 2021 Plan, 1,077,184 shares available for issuance under the Velodyne Plan and 405,311 available for purchase by our employees under the Ouster, Inc 2022 Employee Stock Purchase Plan.

(7) Consists of 50,184 outstanding restricted stock awards under the Velodyne Plan.

(6) Consists of 2,020,970 shares available for purchase by our employees under the Ouster, Inc 2022 Employee Stock Purchase Plan.

(7) Consists of 293,330 outstanding restricted stock awards under the 2021 Plan and Velodyne Plan.

(8) Consists of 382,763 shares remaining available for issuance under the 2021 Plan, 829,174 shares available for issuance under the Velodyne Plan.

The remaining information required by Item 403 of Regulation S-K will be included under the heading “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for our 2025 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.

16 unchanged sentences

S-4 POS 333-251611 3.1 3/10/2021

Certificate of Amendment to Certificate of Incorporat ion of Ouster, Inc.

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

3.1 4/20/2023

A mended and Restated Bylaws of Ouster, Inc.

Second Amended and Restated Bylaws of Ouster, Inc.

(effective as of April 18, 2024)

3.1 4/22/2024

22 unchanged sentences

8-K 001-39463 10.3(b) 3/15/2021

Form of Restricted Stock Grant Notice and Restricted Stock Agreement

10.4 5/13/2024

Manufacturing Services Agreement, dated as of March 5, 2018, by and between Ouster, Inc.

37 unchanged sentences

10-K 001-39463 10.6(c) 2/28/2022

Second Amended and Restated Non-Employee Director Compensation Program

Third Amended and Restated Non-Employee Director Compensation Program

10.3 5/13/2024

15 unchanged sentences

S-1 333-254987 10.9(c) 4/2/2021

2022 Employee Stock Purchase Plan

8-K 001-39463 10.1 6/14/2022

Loan and Security Agreement, dated April 29, 2022, by and between the Company, Sense Photonics, Inc.

and Hercules Capital, Inc.

10-Q 001-39463 10.1 5/6/2022

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.

10-Q 001-39463 10.5 11/8/2022

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.*

8-K 001-39463 10.1 11/7/2022

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.

Form of Severance and Change in Control Agreement of Velodyne Lidar, Inc.

Amended and Restated 2022 Employee Stock Purchase Plan

001-39463 Annex A

At Market Issuance Sales Agreement, dated April 29, 2022, by and among the Company, B.

Riley Securities, Inc., Cantor Fitzgerald & Co.

and Oppenheimer & Co.

8-K 001-38703

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8-K 001-38703 10.1 2/7/2022

Joinder Agreement by and between Velodyne Lidar USA, Inc.

and Hercules Capital , Inc., dated May 9, 2023.

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

10.1 11/5/2024

C red it Line Ag reement for Organizations and Business and Addendum , date d October 25, 2023, by and between the Company, UBS Bank USA, and UBS Financial Services Inc.

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

10.2 11/5/2024

Insider Trading Compliance Policy

List of Subsidiaries

Consent of PricewaterhouseCoopers LLP

Power of Attorney

Certification of Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

P olicy for Recovery of Erroneously Award ed Compensation

Policy for Recovery of Erroneously Awarded Compensation

97.1 3/28/2024

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.

14 unchanged sentences

March 21, 2025

/s/ Mark Weinswig

Mark Weinswig

Chief Financial Officer (principal financial officer and principal accounting officer)

/s/ Chen Geng

Interim Chief Financial Officer (principal financial officer and principal accounting officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

1 unchanged sentence

March 21, 2025

/s/ Mark Weinswig Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ Chen Geng

Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

March 21, 2025

Mark Weinswig

* Executive Chairman of the Board of Directors

/s/ Theodore Tewksbury

Chair of the Board of Directors

March 21, 2025

Tewksbury, Ph.D.

/s/ Virginia Boulet

March 21, 2025

Virginia Boulet

/s/ Susan Heystee

Vice Chair of the Board of Directors

March 21, 2025

Susan Heystee

/s/ Ernest Maddock

Director March 21, 2025

Ernest Maddock

* Director March 28, 2024

Karin Rådström

/s/ Stephen Skaggs

Director March 21, 2025

Kristin Slanina

/s/ Christina Correia

Director March 21, 2025

/s/ Mark Weinswig,

As Attorney in Fact

March 28, 2024

Mark Weinswig,

As Attorney in Fact

Christina Correia

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures