Ouster Inc美股招股说明书(2026-07-02版)

PRELIMINARY PROSPECTUS SUPPLEMENT(To prospectus dated July 1, 2026) Common Stock of shares of our common stock. Our common stock is listed on The Nasdaq Global Select Market We are offering $under the symbol “OUST.” The last reported sale price of our common stock on the Nasdaq Global Select Market on July 1, 2026 was $60.02 pershare. PershareTotalPublic offering price$$Underwriting discounts and commissions(1)$$Proceeds to us, before expenses$$ (1)See “Underwriting” for additional disclosure regarding underwriting discounts, commissions and estimated offeringexpenses. We intend to grant the underwriter an option for a period of 30 days from the date of this prospectus supplement topurchase up to $of additional shares of our common stock from us at the public offering price less the underwritingdiscounts and commissions, solely for the purpose of covering over-allotments, if any. Investing in our common stock involves a high degree of risk. See “Risk Factors” on page S-5 ofthis prospectus supplement and in the documents incorporated by reference in this prospectussupplement concerning factors you should consider before investing in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to thecontrary is a criminal offense. The underwriter expects to deliver the shares of common stock to purchasers on or about July,2026. Northland Capital Markets The date of this prospectus supplement is July, 2026 Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSDILUTIONUSE OF PROCEEDSUNDERWRITINGLEGAL 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 STOCK DESCRIPTION OF DEBT SECURITIES Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock and alsoadds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part is the accompanying prospectus dated July1,2026, along with the documentsincorporated by reference therein, which provides more general information about our common stock. Generally, when we refer to the prospectus, weare referring to this prospectus supplement and the accompanying prospectus combined. To the extent there is a conflict between the informationcontained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any documentincorporated by reference that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should rely on theinformation in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having alater date (for example, a document incorporated by reference into this prospectus supplement) the statement in the document having the later datemodifies or supersedes the earlier statement. Neither we nor the underwriter have authorized anyone to provide you with information that is different from that contained in this prospectussupplement, the accompanying prospectus, the documents incorporated by reference herein or in any free writing prospectus we may authorize to bedelivered or made available to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that othersmay give you. We and the underwriter are offering to sell shares of common stock and seeking offers to buy shares of common stock only injurisdictions where offers and sales are permitted. The information contained in this prospectus supplement, the accompanying prospectus and thedocuments incorporated by reference herein is accurate only as of the date on the front of this prospectus supplement, or such documents, as applicable,regardless of the time of delivery of this prospectus supplement, such documents or any sale of shares of our common stock. When we refer to “Ouster,” “we,” “our,” “us” and the “Company,” we mean Ouster, Inc., unless otherwise specified. When we refer to “you,” wemean the holders of common stock of the Company. This prospectus supplement, the accompanying prospectus and the documents incorporated byreference herein also include trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, ourtrademarks and tradenames re