OUST · Ouster, Inc.

This ATM program represents a strategic financing tool rather than an immediate capital raise, granting Ouster flexibility to access public equity markets opportunistically — particularly useful for managing liquidity needs or funding growth initiatives without diluting shareholders all at once. Unlike a traditional follow-on offering, the agreement imposes no commitment to issue shares, allowing management to time sales based on market conditions, internal cash flow requirements, and share price performance. The involvement of four agents enhances distribution breadth and execution capacity across trading venues. The 3.0% commission is within typical ATM ranges, reflecting competitive execution terms. Proceeds are designated for general corporate purposes — a neutral disclosure that does not signal specific near-term investments or distress, but does imply continued operational funding needs. Because the agreement is contingent on market participation and lacks binding issuance obligations, its material impact is prospective and conditional, placing it in the MEDIUM materiality tier: it expands financial optionality but introduces no immediate balance sheet change, earnings effect, or governance shift.