5 unchanged sentences
Evaluation of Disclosure Controls and Procedures
−Removed: 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.
−Removed: 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.
+Added: 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, 2025.
+Added: Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025 .
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).
−Removed: 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).
−Removed: 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.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
+Added: Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an assessment as of December 31, 2025 of the effectiveness of our internal control over financial reporting based on the criteria set forth in the Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective .
+Added: Remediation of Previously Reported Material Weaknesses
+Added: We previously identified and disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our subsequent Quarterly Reports on Form 10-Q the following material weaknesses in internal control over financial reporting.
We did not design and maintain an effective control environment commensurate with our financial reporting requirements.
2 unchanged sentences
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.
−Removed: 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.
−Removed: The material weakness related to segregation of duties did not result in a material misstatement to the consolidated financial statements.
−Removed: 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.
−Removed: Remediation Measures of Unremediated Material Weaknesses
−Removed: As it relates to the above material weaknesses that continued to exist as of December 31, 2024, our management is committed and continues to make progress to improve our internal control over financial reporting.
−Removed: We continued implementation of a plan to remediate the control deficiencies that led to the above material weaknesses.
−Removed: These remediation measures are ongoing and include the following:
−Removed: • Improve internal controls to ensure that segregation of duties (SOD) conflicts are timely identified, reviewed and mitigated by appropriately designed mitigating controls and procedures.
−Removed: This includes periodic monitoring of changes in roles and responsibilities that could impact SOD conflicts within the period-end financial reporting process.
−Removed: • 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.
+Added: Throughout 2025, we enhanced the design and/or operation of internal controls by:
+Added: • Improving internal controls to ensure that SOD conflicts were timely identified, reviewed and mitigated by appropriately designed mitigating controls and procedures.
+Added: This included periodic monitoring of changes in roles and responsibilities that could impact SOD conflicts within the period-end financial reporting process .
+Added: • Recruiting 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 continued to reallocate and align roles and responsibilities within the accounting team to optimize and leverage the skills and experience of various personnel .
−Removed: • Continuing to provide internal control training for personnel responsible for implementing internal controls for the Company.
−Removed: These investments in resources have improved the stability of our accounting organization.
−Removed: 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 related to SOD.
−Removed: We are committed to continuous improvement and will continue to diligently review our internal control over financial reporting.
−Removed: Remediation of Previously Reported Material Weaknesses
−Removed: 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.
−Removed: Our management completed the following actions and measures designed to remediate the control deficiencies that led to the above material weaknesses:
−Removed: • 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.
−Removed: Building on the controls designed and implemented in the previous financial years, we continued to strengthen and improve these controls during 2024.
−Removed: 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.
+Added: • Providing internal control training for personnel responsible for implementing internal controls for the Company .
+Added: Our management completed its documentation, testing and evaluation of the enhanced control activities and determined that, as of December 31, 2025, 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 have been remediated .
Attestation Report of Registered Public Accounting Firm
−Removed: 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.
−Removed: Accordingly, this Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm.
+Added: This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on internal control over financial reporting because we do not qualify as an accelerated or a large accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended).
Changes in Internal Control over Financial Reporting
1 unchanged sentence
Other Information
−Removed: 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.
+Added: On November 18, 2025 , Darien Spencer , the Company’s Chief Operating Officer , adopted a “Rule 10b5-1 trading arrangement” as defined in Item 408(a) of Regulation S-K.
+Added: The plan provides for the periodic sale of up to 323,918 shares of common stock between April 16, 2026 and November 18, 2027 .
+Added: On December 15, 2025 , Mark Frichtl , the Company’s Co-Founder and Chief Technology 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 850,176 shares of common stock between March 24, 2026 and December 31, 2026 .
−Removed: 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.
−Removed: The plan was terminated on February 6, 2025.
Other than as described above, during the three months ended December 31, 2025, 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.
13 unchanged sentences
37 Director, Co-Founder and Chief Executive Officer Same
−Removed: Mark Frichtl 36
−Removed: Co-Founder and Chief Technology Officer Same
−Removed: Interim Chief Financial Officer
+Added: Mark Frichtl 37 Co-Founder and Chief Technology Officer Same
+Added: 53 Chief Financial Officer Same
Darien Spencer
2 unchanged sentences
Tewksbury, Ph.D.
−Removed: Executive Chairman of the Board of Directors
+Added: 69 Chair of the Board of Directors
Former Chief Executive Officer of Velodyne Lidar, Inc.
−Removed: Christina Correia
Group Vice President, Chief Accounting Officer and Business Finance at Lam Research Corporation
−Removed: Virginia Boulet 71
−Removed: Director Former Managing Director of Legacy Capital, LLC, an investment company
−Removed: Susan Heystee 63
−Removed: Director Former Senior Vice President of Global Automotive Business at Verizon Connect, a telecommunications company
−Removed: Ernest Maddock 66
−Removed: Director Former Chief Financial Officer of Micron Technology, Inc., a semiconductor manufacturing company
−Removed: Stephen Skaggs
+Added: Virginia Boulet 72 Director Former Managing Director of Legacy Capital, LLC, an investment company
+Added: 54 Director Former President and Chief Executive Officer of Gentherm Incorporated
+Added: Susan Heystee 64 Vice Chair of the Board of Directors
+Added: Former Senior Vice President of Global Automotive Business at Verizon Connect, a telecommunications company
+Added: Ernest Maddock 67 Director Former Chief Financial Officer of Micron Technology, Inc., a semiconductor manufacturing company
Former Senior Vice President and Chief Financial Officer of Atmel Corporation
19 unchanged sentences
Restricted Stock Units 4,085,075 (3)
−Removed: Restricted Stock Awards 293,330 (7)
Options to Purchase Common Stock 1,710,622 (4)
14 unchanged sentences
(6) Consists of 1,626,215 shares available for purchase by our employees under the Ouster, Inc 2022 Employee Stock Purchase Plan.
−Removed: (7) Consists of 293,330 outstanding restricted stock awards under the 2021 Plan and Velodyne Plan.
−Removed: (8) Consists of 382,763 shares remaining available for issuance under the 2021 Plan, 829,174 shares available for issuance under the Velodyne Plan.
+Added: (7) Consists of 530,202 shares remaining available for issuance under the 2021 Plan and 439,079 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 2026 Annual Meeting of Stockholders, and such required information is incorporated herein by reference.
26 unchanged sentences
S-1 333-240378
−Removed: 4.2 8/04/2020
Description of Securities
2 unchanged sentences
8-K 001-38703 4.1 2/7/2022
−Removed: Warrant Agreement, dated October 14, 2018, by and between Continental Stock Transfer & Trust Company and Velodyne Lidar, Inc.
−Removed: 8-K 001-38703 4.1 10/18/2018
−Removed: Form of Indemnification Agreement
−Removed: 10-K 001-39463 10.1 2/28/2022
+Added: Form of Indemnification Agreement and advancement agreement
+Added: 001-39463 10.1 11/05/2025
Amended and Restated Registration Rights Agreement, by and among Ouster, Inc.
12 unchanged sentences
S-4 333-251611 10.6 12/22/2020
−Removed: Lease, dated September 5, 2017, by and between Ouster, Inc.
−Removed: and Mission Creative Ownership, LLC
−Removed: S-4/A 333-251611 10.13 1/28/2021
−Removed: First Amendment to Lease, dated January 21, 2018, by and between Ouster, Inc.
−Removed: and Mission Creative Ownership, LLC
−Removed: S-4/A 333-251611 10.13(a) 1/28/2021
−Removed: Second Amendment to Lease, dated March 27, 2018, by and between Ouster, Inc.
−Removed: and Mission Creative Ownership, LLC
−Removed: S-4/A 333-251611 10.13(b) 1/28/2021
−Removed: Third Amendment to Lease, dated August 14, 2018, by and between Ouster, Inc.
−Removed: and Mission Creative Ownership, LLC
−Removed: S-4/A 333-251611 10.13(c) 1/28/2021
−Removed: Fourth Amendment to Lease, dated April 4, 2019, by and between Ouster, Inc.
−Removed: and Mission Creative Ownership, LLC
−Removed: S-4/A 333-251611 10.13(d) 1/28/2021
−Removed: Fifth Amendment to Lease, dated July 21, 2019, by and between Ouster, Inc.
−Removed: and Mission Creative Ownership, LLC
−Removed: S-4/A 333-251611 10.13(e) 1/28/2021
−Removed: Sixth Amendment to Lease, dated December 20, 2019, by and between Ouster, Inc.
−Removed: and Mission Creative Ownership, LLC
−Removed: S-4/A 333-251611 10.13(f) 1/28/2021
−Removed: Seventh Amendment to Lease, dated May 18, 2020, by and between Ouster, Inc.
−Removed: and Mission Creative Ownership, LLC
−Removed: S-4/A 333-251611 10.13(g) 1/28/2021
NNN Lease, dated September 1, 2017, by and between Ouster, Inc.
10 unchanged sentences
10-K 001-39463 10.6(c) 2/28/2022
+Added: Fourth Amendment to NNN Lease, dated November 15, 2021, by and between Ouster, Inc.
+Added: and SIC-350 Treat, LLC
+Added: 001-39463 10.6(d)
Third Amended and Restated Non-Employee Director Compensation Program
10.3 5/13/2024
−Removed: Agreement and Plan of Merger and Plan of Reorganization, dated as of October 5, 2021, by and among Ouster, Inc., Sparrow Acquisition Sub., Inc., Sense Photonics, Inc., and Fortis Advisors LLC, solely in its capacity as Holders’ Agent
−Removed: 8-K 001-39463 2.1 10/5/2021
Sense Photonics, Inc.
14 unchanged sentences
001-39463 Annex A
−Removed: At Market Issuance Sales Agreement, dated April 29, 2022, by and among the Company, B.
−Removed: Riley Securities, Inc., Cantor Fitzgerald & Co.
−Removed: and Oppenheimer & Co.
−Removed: 8-K 001-38703
+Added: At Market Issuance Sales Agreement, dated May 12, 2025, by and between the Company and Oppenheimer & Co.
+Added: 1.1 5/12/2025
Offer Letter, by and between Ouster, Inc.
20 unchanged sentences
10.2 11/5/2024
+Added: Offer Letter between Kenneth P.
+Added: Gianella and the Company, dated April 25, 2025
+Added: 10.1 4/29/2025
Insider Trading Compliance Policy
25 unchanged sentences
March 2, 2026
−Removed: /s/ Chen Geng
−Removed: Interim Chief Financial Officer (principal financial officer and principal accounting officer)
+Added: /s/ Kenneth P.
+Added: 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 2, 2026
−Removed: /s/ Chen Geng
−Removed: Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
+Added: /s/ Kenneth P.
+Added: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
March 2, 2026
−Removed: /s/ Theodore Tewksbury
+Added: /s/ Theodore L.
Chair of the Board of Directors
4 unchanged sentences
Virginia Boulet
+Added: /s/ Phillip M.
+Added: March 2, 2026
/s/ Susan Heystee
5 unchanged sentences
Ernest Maddock
−Removed: /s/ Stephen Skaggs
+Added: /s/ Stephen A.
Director March 2, 2026
−Removed: /s/ Christina Correia
+Added: /s/ Christina C.
Director March 2, 2026
−Removed: 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.