UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 17, 2025
Ouster, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39463 | 86-2528989 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
350 Treat Avenue
San Francisco, California 94110
(Address of principal executive offices) (Zip Code)
(415) 949-0108
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange on which registered | ||
| Common stock, $0.0001 par value per share | OUST | Nasdaq Global Select Market | ||
| Warrants to purchase common stock expiring 2026 | OUSTZ | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 17, 2025, Ouster, Inc. (the “Company”) entered into the fourth amendment (the “Fourth Amendment”) to the NNN Lease Agreement with SIC-350 Treat, LLC, as amended, for its headquarters in San Francisco, California (the “NNN Lease”). The Fourth Amendment provides for, among other things, an extension of the term of the NNN Lease to August 31, 2034, and an initial decrease in the annual base rent to $50.00 per rental square foot, effective as of January 1, 2026, with annual adjustments thereafter.
The foregoing description of the Fourth Amendment to the NNN Lease does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Fourth Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | Description | |
| 10.1 | Fourth Amendment to the NNN Lease dated December 17, 2025, between SIC-350 Treat, LLC and Ouster, Inc. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ouster, Inc. | ||||||
| Date: December 19, 2025 | By: | /s/ Megan Chung | ||||
| Name: | Megan Chung | |||||
| Title: | General Counsel | |||||