Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
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. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
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, 2025. 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). 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). Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective .
Remediation of Previously Reported Material Weaknesses
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. 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 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.
Throughout 2025, we enhanced the design and/or operation of internal controls by:
• Improving internal controls to ensure that SOD conflicts were timely identified, reviewed and mitigated by appropriately designed mitigating controls and procedures. This included periodic monitoring of changes in roles and responsibilities that could impact SOD conflicts within the period-end financial reporting process .
• 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 .
• Providing internal control training for personnel responsible for implementing internal controls for the Company .
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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
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
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
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. The plan provides for the periodic sale of up to 323,918 shares of common stock between April 16, 2026 and November 18, 2027 .
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 .
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
Code of Conduct
We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and/or controller, and persons performing similar functions. 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 NASDAQ rules will be disclosed on our website. We did not grant any waivers to the Code of Conduct in fiscal 2025. 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 2026 annual meeting of stockholders (the “2026 Annual Meeting of Stockholders”), to be filed within 120 days after the end of the 2025 fiscal year and is incorporated herein by reference.
Information About Our Executive Officers & Directors
The following table provides information regarding our executive officers and members of our board of directors (ages are calculated as of March 2, 2026):
Name
Age Position at Ouster Principal Employment
Angus Pacala
37 Director, Co-Founder and Chief Executive Officer Same
Mark Frichtl 37 Co-Founder and Chief Technology Officer Same
Kenneth P. Gianella
53 Chief Financial Officer Same
Darien Spencer
62 Chief Operating Officer Same
Megan Chung
52 General Counsel and Secretary Same
Theodore L. Tewksbury, Ph.D. 69 Chair of the Board of Directors
Former Chief Executive Officer of Velodyne Lidar, Inc.
Christina C. Correia
55 Director
Group Vice President, Chief Accounting Officer and Business Finance at Lam Research Corporation
Virginia Boulet 72 Director Former Managing Director of Legacy Capital, LLC, an investment company
Phillip M. Eyler
54 Director Former President and Chief Executive Officer of Gentherm Incorporated
Susan Heystee 64 Vice Chair of the Board of Directors
Former Senior Vice President of Global Automotive Business at Verizon Connect, a telecommunications company
Ernest Maddock 67 Director Former Chief Financial Officer of Micron Technology, Inc., a semiconductor manufacturing company
Stephen A. Skaggs
63 Director
Former Senior Vice President and Chief Financial Officer of Atmel Corporation
Item 11. Executive Compensation
The information required by Items 402, 407(e)(4), and (e)(5) of Regulation S-K will be included under the headings “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” (if applicable) in our definitive proxy statement for our 2026 Annual Meeting of Stockholders, and such information is incorporated herein by reference.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Securities Authorized For Issuance under Equity Compensation Plans (as of December 31, 2025):
Plan category: Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants, and Rights Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and Rights Number of Securities
Available for Future
Issuance Under Equity
Compensation Plans
(excludes securities
Reflected in first column)
Equity compensation plans approved by security holders (1)
2,595,496 (2)(6)(7)
Restricted Stock Units 4,085,075 (3)
$ — (5)
Options to Purchase Common Stock 1,710,622 (4)
$ 7.69
(5)
Employee Stock Purchase Plan (6)
—
$ —
Equity compensation plans not approved by security holders — $ — —
Total
5,795,697 $ 7.69
2,595,496
(1) Consists of the Ouster, Inc. 2021 Incentive Award Plan (“2021 Plan”), Velodyne 2020 Equity Incentive plan (the “Velodyne Plan”), Ouster Inc. Amended and Restated 2015 Stock Plan (“2015 Plan”) and Sense Photonics, Inc. 2017 Equity Incentive Plan and (“Sense Plan”).
(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 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 2,359,740 outstanding restricted stock units under the 2021 Plan, 1,723,645 outstanding restricted stock units under the Velodyne Plan, and 1,690 outstanding restricted stock units under the Sense Plan.
(4) Consists of 1,710,413 outstanding options to purchase stock under the 2015 Plan and 9,209 outstanding options to purchase stock under the Sense Plan.
(5) As of December 31, 2025, the weighted-average exercise price of outstanding options under the 2015 Plan was $7.45 and the weighted-average exercise price of outstanding options under the Sense Plan was $52.40. 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 1,626,215 shares available for purchase by our employees under the Ouster, Inc 2022 Employee Stock Purchase Plan.
(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.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Items 404 and 407(a) of Regulation S-K will be included under the headings “Certain Relationships and Related Person Transactions,” “Corporate Governance” and “Director Independence” in our definitive proxy statement for our 2026 Annual Meeting of Stockholders, and such information is incorporated herein by reference.
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Item 14. Principal Accountant Fees and Services
The information required by Item 9(e) of Schedule 14A of the Exchange Act will be included under the heading “Independent Registered Public Accounting Firm Fees and Other Matters” in our definitive proxy statement for our 2026 Annual Meeting of Stockholders, and such information is incorporated herein by reference.
Part IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements.
The consolidated financial statements of the Company are listed in the index under Part II, Item 8, of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules.
All financial statement schedules for the Company have been included in the consolidated financial statements or the related footnotes, or are either inapplicable or not required.
(a)(3) Exhibits.
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
Exhibit Number Description
Incorporated by Reference
Form File No. Exhibit Filing Date Filed/ Furnished herewith
3.1
Certificate of Incorporation of Ouster, Inc.
S-4 POS 333-251611 3.1 3/10/2021
3.2
Certificate of Amendment to Certificate of Incorporation of Ouster, Inc.
8-K
001-39463
3.1 4/20/2023
3.3
Second Amended and Restated Bylaws of Ouster, Inc. (effective as of April 18, 2024)
8-K
001-39463
3.1 4/22/2024
4.1
Warrant Agreement, dated August 20, 2020, between Colonnade Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent
8-K 001-39463 4.1 8/25/2020
4.2
Specimen Warrant Certificate of the Registrant
S-1 333-240378
4.2 8/4/2020
4.3
Description of Securities
*
4.4
Warrant to Purchase Common Stock of Velodyne Lidar, Inc., by and between Velodyne Lidar, Inc. and Amazon.com NV Investment Holdings LLC, dated as of February 4, 2022
8-K 001-38703 4.1 2/7/2022
10.1+
Form of Indemnification Agreement and advancement agreement
10-Q
001-39463 10.1 11/05/2025
10.2
Amended and Restated Registration Rights Agreement, by and among Ouster, Inc. and the holders party thereto
8-K 001-39463 10.2 3/15/2021
10.3+
2021 Incentive Award Plan
8-K 001-39463 10.3 3/15/2021
10.3(a)+
Form of Stock Option Agreement under the 2021 Incentive Award Plan
8-K 001-39463 10.5(a) 3/15/2021
10.3(b)+
Form of Restricted Stock Unit Agreement under the 2021 Incentive Award Plan
8-K 001-39463 10.3(b) 3/15/2021
10.3(c)+
Form of Restricted Stock Grant Notice and Restricted Stock Agreement
10-Q
001-39463
10.4 5/13/2024
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10.4#
Manufacturing Services Agreement, dated as of March 5, 2018, by and between Ouster, Inc. and Benchmark Electronics, Inc.
S-4 333-251611 10.6 12/22/2020
10. 5
NNN Lease, dated September 1, 2017, by and between Ouster, Inc. and SIC-350 Treat, LLC
S-4/A 333-251611 10.14 1/28/2021
10. 5 (a)
First Amendment to NNN Lease, dated January 1, 2018, by and between Ouster, Inc. and SIC-350 Treat, LLC
S-4/A 333-251611 10.14(a) 1/28/2021
10. 5 (b)
Second Amendment to NNN Lease, dated March 27, 2018, by and between Ouster, Inc. and SIC-350 Treat, LLC
S-4/A 333-251611 10.14(b) 1/28/2021
10. 5 (c)
Third Amendment to NNN Lease, dated November 15, 2021, by and between Ouster, Inc. and SIC-350 Treat, LLC
10-K 001-39463 10.6(c) 2/28/2022
10. 5 ( d )
Fourth Amendment to NNN Lease, dated November 15, 2021, by and between Ouster, Inc. and SIC-350 Treat, LLC
8-K
001-39463 10.6(d)
12/19/2025
10. 6 +
Third Amended and Restated Non-Employee Director Compensation Program
10-Q
001-39463
10.3 5/13/2024
10. 7 +
Sense Photonics, Inc. 2017 Equity Incentive Plan, as amended
S-8 333-260576 99.1 10/29/2021
10. 8 (a)+
Form of Stock Option Agreement under the Sense Photonics, Inc. 2017 Equity Incentive Plan, as amended
10-K 001-39463 10.9(a) 2/28/2022
10. 9 +
Ouster, Inc. Amended and Restated 2015 Stock Plan
S-1 333-254987 10.9 4/2/2021
10. 9 (a)+
Form of Stock Option Agreement under the Amended and Restated 2015 Stock Plan
S-1 333-254987 10.9(a) 4/2/2021
10. 9 (b)+
Form of Early Exercise Stock Option Agreement under the Amended and Restated 2015 Stock Plan
S-1 333-254987 10.9(b) 4/2/2021
10. 9 (c)+
Form of Restricted Stock Unit Agreement under the Amended and Restated 2015 Stock Plan
S-1 333-254987 10.9(c) 4/2/2021
10.1 0 +
Ouster, Inc. Amended and Restated 2022 Employee Stock Purchase Plan
DEF14A
001-39463 Annex A
4/25/2024
10.11
At Market Issuance Sales Agreement, dated May 12, 2025, by and between the Company and Oppenheimer & Co. Inc.
8-K
01-39463
1.1 5/12/2025
10.1 2 +
Offer Letter, by and between Ouster, Inc. and Darien Spencer, dated July 25, 2017
10-Q 001-39463 10.2 11/8/2022
10.1 3 +
Executive Employment Agreement by and between Velodyne Lidar, Inc. and Mark Weinswig, dated May 3, 2022
10-Q 001-38703 10.1 11/9/2022
10.1 4 +
Velodyne Lidar, Inc. 2020 Equity Incentive Plan
8-K 001-38703 10.2 10/5/2020
10.1 5 +
Form of Stock Option Agreement under the Velodyne Lidar, Inc. 2020 Equity Incentive Plan
8-K 001-38703 10.5 10/5/2020
10.1 6 +
Form of Restricted Stock Unit Agreement under the Velodyne Lidar, Inc. 2020 Equity Incentive Plan
S-8 333-269748 99.1(b) 2/14/2023
10.1 7
Transaction Agreement, by and between Velodyne Lidar, Inc. and Amazon.com, Inc., dated as of February 4, 2022
8-K 001-38703 10.1 2/7/2022
10.1 8
Ouster, Inc. Executive Change in Control and Severance Plan, Effective November 4, 2024
8-K
001-39463
10.1 11/5/2024
10. 19 +
Form of Participation Agreement for the Executive Change in Control and Severance Plan
8-K
001-39463
10.2 11/5/2024
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10. 20 +
Offer Letter between Kenneth P. Gianella and the Company, dated April 25, 2025
8-K
001-39463
10.1 4/29/2025
19.1
Insider Trading Compliance Policy
*
21.1
List of Subsidiaries
*
23.1
Consent of PricewaterhouseCoopers LLP
*
31.1
Certification of Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended
*
31.2
Certification of Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended
*
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**
97.1
Policy for Recovery of Erroneously Awarded Compensation
10-K
001-39463
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.
*
101.SCH Inline XBRL Taxonomy Extension Schema Document
*
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
*
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
*
101.LAB Inline XBRL Taxonomy Label Linkbase Document
*
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
*
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
†
The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.
#
Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(b)(10).
*
Filed herewith.
**
Furnished herewith.
+
Indicates a management contract or compensatory plan, contract or arrangement.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Ouster, Inc.
Date: March 2, 2026
By: /s/ Kenneth P. Gianella
Name: Kenneth P. Gianella
Title: 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.
Signature
Title
Date
/s/ Angus Pacala Director, Co-Founder and Chief Executive Officer (Principal Executive Officer)
March 2, 2026
Angus Pacala
/s/ Kenneth P. Gianella
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
March 2, 2026
Kenneth P. Gianella
/s/ Theodore L. Tewksbury
Chair of the Board of Directors
March 2, 2026
Theodore L. Tewksbury, Ph.D.
/s/ Virginia Boulet
Director
March 2, 2026
Virginia Boulet
/s/ Phillip M. Eyler
Director
March 2, 2026
Phillip M. Eyler
/s/ Susan Heystee
Vice Chair of the Board of Directors
March 2, 2026
Susan Heystee
/s/ Ernest Maddock
Director March 2, 2026
Ernest Maddock
/s/ Stephen A. Skaggs
Director March 2, 2026
Stephen A. Skaggs
/s/ Christina C. Correia
Director March 2, 2026
Christina C. Correia
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