(Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period ended March 31, 2026OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromtoCommission File Number: 001-39463_______________________ Ouster, Inc. (Exact name of registrant as specified in its charter)_______________________ 86-2528989(I.R.S. EmployerIdentification No.) 350 Treat AvenueSan Francisco, California 94110(Address of principal executive offices) (Zip Code)(415) 949-0108(Registrant’s telephone number, including area code) N/A(Former name, former address, and former fiscal year, if changed since last report)_______________________ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐AcceleratedfilerNon-accelerated filer☒SmallerreportingcompanyEmerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of May1, 2026, the registrant had 63,672,949 shares of common stock, $0.0001 par value per share, outstanding. TABLE OF CONTENTS Part I - Financial Information Item 1.Financial Statements5Condensed Consolidated Balance Sheets (Unaudited)5Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)6Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)7Condensed Consolidated Statements of Cash Flows (Unaudited)8Notes to Condensed Consolidated Financial Statements (Unaudited)9Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 3.Quantitative and Qualitative Disclosures About Market Risk38Item 4.Controls and Procedures39 Part II - Other Information Item 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSignature 4040404040404142 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements within the meaning of the PrivateSecurities Litigation Reform Act of 1995. Ouster, Inc. (the “Company”, “Ouster,” or “we”) intend such forward-looking statements tobe covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, asamended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Allstatements contained in this Quarterly Report other than statements of historical fact, including, without limitation, statementsregarding: expected contractual obligations and capital expenditures; the capabilities of and demand for Ouster’s products; Ouster’santicipated new product launches and developments, including software-related solutions systems, and the timing for those launchesand developments; the anticipated benefits and synergies of strategic transactions, including the Stereolabs acquisition, and expectedintegration efforts; the impact to f tariffs and trade policy actions on Ouster’s costs, supply chain, and customer demand; Ouster’sability to grow its sales and marketing organization; Ouster’s future results of operations, cash reserve and financial position;projected industry and business trends; the remediation of material weaknesses; potential risks of inventory obsolescence; Ouster’sfuture business strategy, plans, distribution partnerships, market growth and its objectives for future operations, including executingtowards profitability; Ouster’s competitive market position within its industry and the impact of market conditions and othermacroeconomic factors on Ouster