Ouster, Inc.

Cybersecurity and data protection · Third party data security and vendors

We rely on computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations. We own and manage some of these IT Systems, but also rely on third parties for a range of IT Systems and related products and services.

Technology infrastructure · Technology systems and infrastructure failure

We rely on information technology systems to communicate among our workforce and with third parties. Any disruption to our communications, whether caused by a natural disaster or by man-made problems, such as power disruptions, could adversely affect our business.

Cybersecurity and data protection · Data breaches and cyber attacks

We and our third-party providers are subject to cybersecurity risks, and any material failure, weakness, interruption, cyber event, incident, or breach of security could materially adversely affect our business, results of operations, and financial condition. We and certain of our third-party providers have experienced actual and attempted cyberattacks and other security incidents.

Innovation and product development · Intellectual property protection and infringement

We may not be able to adequately protect or enforce our intellectual property rights or prevent competitors or other unauthorized parties from copying or reverse engineering our technology. Our success depends in part on our ability to obtain patents and other intellectual property rights covering our technology and products

Customer and revenue · Revenue concentration in specific products or segments

The majority of our revenue is generated by the sale of our digital lidar sensors and accessories. Given the evolving nature of the markets in which we operate, it is difficult to predict the customer demand or adoption rates for lidar technology generally or our products specifically.

Customer and revenue · Customer concentration and key customer dependence

We target many customers that are large corporations with substantial negotiating power and exacting product standards. If we are unable to sell our products to these customers, our prospects and results of operations will be adversely affected.

Innovation and product development · Product development and randd investment risks

We expect to incur substantial R&D costs and devote significant resources to developing and commercializing new products, which could significantly affect our ability to become profitable and may not result in revenue to us. Any delay or interruption of the development and commercialization of new products may adversely affect our existing business

Industry regulation · Safety and environmental regulations

We and our vendors are subject to various environmental laws and regulations that could impose substantial costs upon us and cause delays in expanding production facilities. Environmental regulations require us to continually reduce product energy usage, monitor and exclude an expanding list of restricted substances

Legal and litigation · Employment and labor law compliance

Some of our employees are employed by professional employer organizations which may have unexpected costs that could adversely impact our business. If the PEO is unable to or otherwise fails to adequately withhold or pay employer taxes or to comply with other applicable laws, we may be held liable for such violations

Legal and litigation · Intellectual property disputes

Claims that we are infringing third-party intellectual property, whether successful or not, could subject us to costly and time-consuming litigation or expensive licenses, and adversely affect our business. Lidar is a heavily populated intellectual property field, in which many companies hold patents covering lidar products

Industry regulation · Regulatory compliance and changes

Our products are frequently used in applications that are subject to evolving regulations and standards. Similarly, our operations are subject to evolving regulations and laws. New regulations and industry standards may be adopted that result in delays or cancellations of programs.

Human capital and workforce · Key personnel dependence and succession

We are highly dependent on our senior management, including our founders, Angus Pacala and Mark Frichtl. If any of such persons left, our business could be harmed. All of our U.S. based employees are 'at-will' employees.

Supply chain and procurement · Transportation and logistics disruption

Should operations at our third-party suppliers, including Benchmark and Fabrinet, encounter disruptions or losses that may be caused by work stoppages, disease outbreaks or pandemics, acts of war, terrorism, fire, earthquakes, flooding or other natural disasters, it could result in delays, postponement or reduce production of our products

Core operations · Quality control and product defects

The complexity of our products could result in unforeseen delays or expenses from undetected defects, errors or reliability issues in hardware or software which could reduce the market adoption of our new products, damage our reputation with current or prospective customers

Supply chain and procurement · Raw material availability and cost volatility

Key components in our products come from limited or single source third-party suppliers, and we expect to rely on third parties to manufacture a significant portion of our products for the foreseeable future. Interruptions in our relationships with these third parties could adversely impact our business.

Human capital and workforce · Talent acquisition and retention

Our future success depends in part on recruiting and retaining key personnel and if we fail to do so, it may be more difficult for us to execute our business strategy. Competition for qualified personnel is especially severe in the San Francisco Bay Area.

Credit and liquidity · Access to capital and financing

We may require additional capital in order to execute our business plan, which may not be available on terms acceptable to us, or at all. We may not be able to timely secure additional debt or equity financing on favorable terms, or at all, particularly in an uncertain economic environment.

Capital structure and performance · Financial performance volatility

We have experienced net losses in each year since our inception. In the years ended December 31, 2025 and 2024, we incurred net losses of $60.4 million and $97.0 million, respectively. We expect to continue to incur losses for the foreseeable future

International and currency · Foreign exchange and currency exposure

International operations are subject to a number of other risks, including: import and export laws and the impact of tariffs; exchange rate fluctuations

Stakeholder relations · Supplier and vendor relationships

If we are not able to effectively maintain or grow our global sales and marketing organization, or maintain or grow an effective network of distributors, resellers, and integrators, our business prospects, results of operations and financial condition could be adversely affected.