Ouster Inc美股招股说明书(2026-05-08版)

Ouster, Inc.Up to $100,000,000Common Stock We have entered into a Sales Agreement (the “Sales Agreement”) with Oppenheimer& Co. Inc., Northland Securities, Inc., Rosenblatt SecuritiesInc., and Roth Capital Partners, LLC (each, an “Agent” and, collectively the “Agents”) relating to shares of our common stock, $0.0001 par value pershare, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, from time to timewe may offer and sell shares of our common stock having an aggregate gross sales price of up to $100,000,000 through or to the applicable Agent,acting as sales agent or principal, pursuant to this prospectus supplement and the accompanying prospectus. Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed to be an “at the market offering” as defined inRule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Subject to the terms of the Sales Agreement, the Agentsare not required to sell any specific number or dollar amounts of our common stock but will use commercially reasonable efforts consistent with itsnormal trading and sales practices, on mutually agreed terms between the Agents and us. There is no arrangement for funds to be received in any escrow,trust or similar arrangement. The Agents will be entitled to compensation under the terms of the Sales Agreement at a commission rate of up to 3.0% of the gross proceedsfrom each sale of our common stock. In connection with the sales of our common stock on our behalf, each of the Agents will be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of the Agents will be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contributions to the Agents against certain liabilities, including liabilities under theSecurities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “OUST”. On May7, 2026, the last reported saleprice of our common stock was $24.51per share. Investing in our common stock involves significant risks. See “RiskFactors” beginning on page S-5 of thisprospectus supplement and the risk factors that are incorporated by reference into this prospectus supplement and theaccompanying prospectus from our filings made with the Securities and Exchange Commission (the “SEC”) pursuantto the Exchange Act for a discussion of the factors you should carefully consider before deciding to invest in ourcommon stock. Neither the SEC nor any state securities commission has approved or disapproved of our common stock or determined if this prospectussupplement or the accompanying prospectus is accurate, truthful or complete. Any representation to the contrary is a criminal offense. Oppenheimer& Co. Roth Capital Partners The date of this prospectus supplement is May8,2026. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCETHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIES DESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF WARRANTSDESCRIPTION OF PURCHASE CONTRACTSDESCRIPTION OF UNITSGLOBAL SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement relates to the offering of shares of our common stock having an aggregate offering price of up to $100,000,000 fromtime to time pursuant to an Sales Agreement (the “Sales Agreement”) with Oppenheimer& Co. Inc., Northland Securities, Inc., Rosenblatt SecuritiesInc., and Roth Capital Partners, LLC (each, an “Agent” and, collectively, the “Agents”). Before buying any of the shares of common stock that we areoffering, we urge you to carefully read this prospectus supplement, together with the information incorporated by reference as described under theheadings “Where You Can Find More Information; Incorporation by Reference” in this prospectus supplement, the accompanying prospectus and anyfree writing prospectus that we have authorized for use in connection with this offering. These documents contain important information that you shouldconsider when making your investment decision. In general, when we refer to the prospectus, we are referring to both the prospectus supplement and theaccompanying prospectus combined. This prospectus describes the terms of this offering of shares of common stock and also adds to and updates information contained in thedocuments incorporated by reference into this p