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M&A announcement

Feb 9, 2026

Operator

Hello and welcome to today's call discussing Ouster's acquisition of Stereolabs. All lines have been placed on mute to prevent any background noise. After today's presentation and remarks, there will be an opportunity to ask questions. If you would like to ask a question during this time, simply press star one one on your telephone keypad. If you would like to withdraw your question, please press star one one again. The call today is being recorded, and a replay of the call will be available on the Ouster Investor Relations website an hour after the completion of this call. I'd now like to turn the conference over to Chen Geng, Senior Vice President of Strategic Finance and Treasurer. Please go ahead.

Chen Geng
SVP of Strategic Finance and Treasurer, Ouster

Thank you, Operator, and hello everyone. Thank you for joining today's call. Today on the call we have Ouster's Chief Executive Officer, Angus Pacala, and Chief Financial Officer, Ken Gianella, and co-founder of Stereolabs, Cecile Schmollgruber. As a reminder, prior to the market open today, Ouster issued a news release which was also furnished on a Form 8-K and is posted in the Investor Relations section of the Ouster website. Today's conference call will be available for webcast replay in the Investor Relations section of our website. I want to remind everyone that on this call we will make certain forward-looking statements. These include all statements about the integration of Stereolabs, our competitive position, anticipated industry trends, our business and strategic priorities, and the development and expansion of our products. Actual results may differ materially from those contemplated by these forward-looking statements.

Factors that could cause actual results and trends to differ materially from those contained in or implied by these forward-looking statements are set forth in the acquisition news release and in the quarterly and annual reports we file with the Securities and Exchange Commission. Any forward-looking statements that we make on this call are based on assumptions as of today, and other than as may be required by law, Ouster assumes no obligation to update any forward-looking statements which speak only as of their respective dates. I will now turn the call over to Angus.

Angus Pacala
CEO, Ouster

Hello everyone, and thank you for joining. Ouster invented Digital LiDAR in 2015, and we have driven innovation through dramatic improvements in LiDAR performance with seven generations of our technology. In 2023, we acquired Velodyne and began selling smart infrastructure software solutions with the release of Gemini and Blue City. We have shipped nearly 150,000 sensors to more than 1,000 customers worldwide and pursued a diversified strategy spanning automotive, industrial, smart infrastructure, and robotics markets that puts us at the forefront of Physical AI. We have one of the strongest balance sheets in the industry and a proven track record of operational and financial execution. And today, we are announcing our acquisition of Stereolabs, a pioneer in AI camera vision and perception solutions. Today marks a pivotal moment for both companies as we join forces to create a world-leading sensing and perception company for Physical AI.

With this acquisition, Ouster now offers physical AI's first unified sensing and perception platform, combining high-performance digital LiDAR, cameras, AI compute, sensor fusion and perception software, and cutting-edge AI models. With seamless sensor fusion, we are addressing the unprecedented pull for both LiDAR and vision as industries transition from simple automation towards physical AI. A wide array of companies around the world, spanning the industrial, robotics, smart infrastructure, and automotive verticals, require advanced perception solutions that can sense, think, act, and learn in the physical world. Whether a customer requires high-density camera data or the 3D precision of LiDAR, Ouster can provide a single source for sensing and perception needs. We see growing demand for the fusion of LiDAR and camera data to achieve the levels of safety required to accelerate the safe adoption of physical AI.

LiDAR provides our customers with exceptional depth accuracy and performs exceedingly well in dark and obscured conditions. Cameras complement this by providing high-resolution context, color, and texture, providing further data to interpret complex environments. Now, our customers can harness the precision of LiDAR along with the richness of vision, powered by our combined investments in AI training and proven in-house models. For the first time, Ouster and Stereolabs are bringing this complex system development under a single roof, providing customers a simpler and safer way to bring demanding Physical AI applications to market. By designing the LiDARs, the cameras, the AI compute, writing the software, and validating the systems in-house, we can guarantee that every component will work seamlessly together for end customers. In this example, we have fused four ZED X cameras with a REV7 OS1 in an automated forklift.

Operating autonomously in a warehouse demands a balance of ultra-wide short-range stereo camera data for maneuvering in narrow dynamic aisles, distinguishing pedestrians from background clutter, and reading QR codes and other visual indicators, and precision LiDAR data for mapping, localization, and safe obstacle avoidance at any speed. With our unified platform, all of this sensor data, software, and AI compute works reliably in real time with perfect synchrony and fault tolerance to make autonomous systems safe and practical. This acquisition strategically positions Ouster as the foundational end-to-end sensing and perception platform for physical AI. Before elaborating further, I'd like to introduce Cecile Schmollgruber, Co-founder and CEO of Stereolabs. As a driving force behind Stereolabs' success, I've asked her to provide an overview of their business and her perspective on our strategic combination. Cecile, welcome to the team.

Thank you, Angus. I'm happy to be here today and to embark on this transformative journey with Ouster. The future of autonomy isn't about choosing between vision or LiDAR, it's about unifying them. By combining our strengths, we can push the boundaries of innovation in sensing and perception and accelerate the safe deployment of physical AI in real-world environments. I co-founded Stereolabs in 2010 with a vision to enable machines to see, think, act, and learn. We were pioneers in the AI vision industry, and since then, we have developed a leading portfolio of industrial-grade ZED cameras, AI compute powered by NVIDIA's platform, and in-house AI vision software. Our high-performance ZED cameras provide best-in-class 2D and 3D color data with ultra-low latency. Paired with our Neural Depth Engine, they deliver up to 10 times sensing price-to-performance advantage over traditional cameras.

We have ruggedized these products for harsh industrial conditions with a compact form factor that simplifies robotics integration. Furthermore, our embedded AI compute hardware facilitates native real-time sensor fusion at the edge. As a result, we have shipped over 90,000 ZED cameras to over 10,000 customers across 75 countries spanning robotics, industrial, and smart infrastructure applications. A community of many thousands of developers rely on our perception software as the foundation for their autonomy workflows and leverage our AI models to accelerate their go-to-market strategy and commercialize their products. We have a massive opportunity ahead of us. We have long viewed Ouster as a market leader for their cutting-edge technology, best-in-class customer support, and diversified market approach. While Ouster began in LiDAR and we began in vision, our companies are highly complementary.

By uniting our strengths, we have the potential to unlock significant synergies and redefine the marketplace for sensing and perception technology. Together, we are delivering the first commercially available unified sensing and perception platform for Physical AI. We are creating a one-stop shop for the entire perception stack, ensuring that as the requirements for Physical AI evolve, our customers will have the most advanced integrated tools to lead their respective industries. Finally, I am pleased to announce that my co-founders, Edwin Azzam and Olivier Braun, and I will continue to lead the entire Stereolabs team, ensuring smooth continuity for our products, customers, and developer communities. Our focus remains on what we do best: innovating the powerful vision solutions our customers demand. Thank you for your time, and I look forward to meeting our stakeholder in person soon.

I'll now turn the call back to Angus to speak more on the strategic benefits of the acquisition.

Chen Geng
SVP of Strategic Finance and Treasurer, Ouster

Thanks, Cecile. In addition to our ability to serve the growing demand for sensor fusion solutions, this acquisition delivers multiple strategic benefits that accelerate customer development, strengthen our software capabilities, extend our market reach, and drive stakeholder value. Historically, our customers spent significant resources acting as their own system integrator, sourcing disparate components, enabling sensors to talk to each other, and reinventing software for sensor fusion, calibration, and visualization. We are now empowering our customers to shift their focus from integration to innovation. By combining industrial-grade hardware with proven in-house AI models, we are delivering seamless, synchronized, and calibrated data on day one. The result for customers is simplified and accelerated development with reduced engineering costs while benefiting from Ouster's dedicated global support teams from prototype to production. Stereolabs also fundamentally strengthens our software capabilities.

Their deep expertise in foundational AI model training and core perception functions such as mapping, localization, and object detection will act as a force multiplier for our own software expertise and capabilities. Stereolabs' technical leadership is validated by their ecosystem, a highly engaged community of many thousands of developers that has been built over the past 15 years. Furthermore, both teams share a DNA of strategically investing in proprietary AI model training, leveraging real-world data to iterate, retrain, improve, and deliver solutions to customers. Stereolabs' Neural Depth Engine is trained on massive GPU clusters using over 10 million images of synthetic and real-world industrial environments to master complex edge cases.

Ouster's investment in proprietary AI models for Ouster Gemini and Ouster Blue City incorporates training data from over 4 million labeled objects and has been validated at over 800 sites around the world, operating continuously across diverse environments and weather conditions. Our unified platform harnesses our combined investments in AI training and proven in-house models, merging our expertise in complex spatial data with Stereolabs' leadership in industrial perception to accelerate Ouster's software development and provide increased capabilities to customers across our industry verticals. With an expanded product portfolio featuring new camera vision solutions and AI compute, Ouster is positioned to secure a greater share of the sensing and perception market, including new high-growth use cases such as humanoid robotics, industrial automation, and visual inspection. Stereolabs brings immediate commercial scale, adding top-tier OEMs, Fortune 500 companies, and high-growth technology firms to our customer base.

We see a significant opportunity to deepen our engagements with these accounts. A prime example of this is our work with a leading global technology company. We already power their warehouse AMRs with Ouster Digital LiDAR and help optimize their logistics operations with Ouster Gemini. We are now supporting additional next-generation industrial automation platforms with our AI vision solutions. We will strategically leverage our complete suite of technologies to provide additional value to our customer base. Now, I'll turn it over to Ken to provide financial details of this transaction, which we expect to drive significant value for all stakeholders.

Ken Gianella
CFO, Ouster

Thank you, Angus. I'd also like to welcome Cecile and the Stereolabs team to Ouster. Stereolabs is a high-growth, high-margin business with strong financial performance. For fiscal year 2025, unaudited results show Stereolabs generated upwards of $16 million in revenue and positive EBITDA, reinforcing Ouster's path to profitability. To briefly summarize the transaction, Ouster completed the acquisition of Stereolabs using a mix of $35 million in cash on hand and 1,800,000 shares, with a portion of those shares vesting over a four-year period. The acquisition will be accounted for as a business combination, and the company will begin consolidating Stereolabs' financial results and its consolidated financial statements in the first quarter of fiscal 2026. For Ouster, we have been extremely pleased with our existing business growth and our long-term outlook. We anticipate this acquisition to not only be accretive but create additional leverage as we execute our long-term model.

By expanding our capabilities across the entire stack, from sensors and software to specialized applications and AI modeling, it will continue to drive our business on a path towards profitability. A quick reminder that our earnings call for fiscal year ending 2025 will be on March 2nd. Our fourth quarter 2025 results will not include the results of Stereolabs. Our first quarter 2026 results, which will be for the period ending March 31st, will contain approximately seven weeks of Stereolabs operations. Thank you all for your time, and I'll now turn the call back to you, Angus.

Chen Geng
SVP of Strategic Finance and Treasurer, Ouster

Thanks, Ken. This acquisition brings thousands of new customers into the Ouster ecosystem, and it cements our leadership in enabling real-world autonomy across diverse industries. Ouster is positioned as the foundational end-to-end sensing and perception platform for physical AI. We are building a formidable technological moat through a virtuous cycle of sense, think, act, and learn that speeds customer development and builds shareholder value. I'm pleased to welcome the entire Stereolabs team to Ouster. With that, I'd like to now open up the call for Q&A.

Operator

Thank you. As a reminder to ask a question, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. In the interest of time, we ask that you please limit to one primary and one follow-up question. If you have additional questions, you can rejoin the queue. Our first question is going to come from Colin Rusch with Oppenheimer. Your line is open.

Colin Rusch
Managing Director, Senior Research Analyst and Head of Sustainable Growth and Resource Optimization Research, Oppenheimer

Thanks so much, guys, and congratulations on involving the platform. Could you talk about the maturity of the sensor fusion offering that you're going to have and how long it's going to take to really be able to deliver fully integrated camera and LiDAR signals out to a device?

Chen Geng
SVP of Strategic Finance and Treasurer, Ouster

Hi, Colin. Good morning. Thanks for the question. So the sensor fusion platform is ready to get today, actually. So some of the imagery that you saw in the presentation is that automated forklift example. That is ready today in the ZED SDK. We were demonstrating four ZED X cameras fused with an Ouster OS1. So we really wanted to get ahead of the software work involved and make sure that customers could take advantage of everything we talked about on the call day one. Obviously, we're going to continue to invest in this and build more and more capabilities. But yeah, we got ahead of this, and this is ready for customers.

Colin Rusch
Managing Director, Senior Research Analyst and Head of Sustainable Growth and Resource Optimization Research, Oppenheimer

That's fantastic. Then in terms of the AI and the learning cycles, can you talk a little bit about the breadth and depth of environments that you guys have for simulation at this point and how we should think about your ability to deliver kind of learning cycle cadence versus peers out in the space?

Chen Geng
SVP of Strategic Finance and Treasurer, Ouster

Yeah, this is one of the most interesting things about our two companies. There's a lot of shared DNA between Ouster and Stereolabs in our investments in foundational AI models. When I say foundational, I mean we're not post-training some model in ways that we took off the internet or someone else's research. This is our own training datasets, our own corpus of data that we have trained from scratch on GPU clusters. In Ouster's case, we've created a neural detect model that's powering Gemini and Blue City. On the Stereolabs side of things, they've developed Neural Depth, which is an algorithm that creates best-in-class point cloud data from their stereo cameras. There's been a core investment there on both sides, and now we get to combine the resources, the learning, and the investments we've made from both companies into one program going forward.

Just on the point around simulation, Stereolabs has actually invested very significantly on a simulation platform. Neural Depth is trained on 10 million images. That is a combination of simulated stereo camera images and real-world data that they've pulled from sites in the real world. So they've already made a major investment on the simulation side, and that's one thing that we're going to pull over and be able to use on the LiDAR side of the equation as well. So core investments in foundational AI models on both fronts and a core investment in simulated data generation on the Stereolabs side that now is available internally to all of Ouster's teams.

Colin Rusch
Managing Director, Senior Research Analyst and Head of Sustainable Growth and Resource Optimization Research, Oppenheimer

Okay. Excellent, guys. Thanks so much.

Operator

Thank you. And as a reminder, please press star one one on your telephone to ask a question. And the next question comes from Kevin Cassidy with Rosenblatt. Your line is open.

Kevin Cassidy
Managing Director and Senior Research Analyst of Semiconductors, Rosenblatt

Yeah, thanks for taking my question, and congratulations on this acquisition. I wonder if you could tell us a little more about the customer overlap that you and Stereolabs have. If you can give a rough percentage. I see in your slide deck, there's some that you're showing your two products on the same systems already. But just in general, if they have 10,000 customers, how many of those are already Ouster customers?

Chen Geng
SVP of Strategic Finance and Treasurer, Ouster

Yeah, thanks, Kevin. So in terms of customer overlap, I mean, there's two ways to look at this. Stereolabs has an impressive customer base that they've built up over time, in many ways organically and incredibly efficiently. But they've also proven that they can lock down and win major OEMs and Tier 1 customers in that set. And so if you look at the composition of Stereolabs' customer base, it follows somewhat like a 90/10 rule, kind of like Ouster's customer base. There's a component of the customer base, 10%, that are major Tier 1 OEMs. And within that, there's overlap with many of Ouster's Tier 1 and OEM customers, which is great. That means that we can now provide more value in a single source of development and support to a shared customer base.

There are also some really interesting Tier 1 and OEM customers that are brand new to the Ouster fold. Stereolabs has pushed into the data factory world with a physical AI and into the humanoid robotics world, a physical AI. Those are traditionally not use cases and end markets that Ouster has played in significantly. There are some major customers within that set. It's a nice mix of overlapping tier one customers and some brand new customers that just are places for Ouster to expand in the future.

Kevin Cassidy
Managing Director and Senior Research Analyst of Semiconductors, Rosenblatt

Okay. Thanks for that. Just on competition, is there anybody else that would have this type of offering, or are you moving it up a level and building a wider moat?

Chen Geng
SVP of Strategic Finance and Treasurer, Ouster

Yeah, I really think that we are pioneering the combination of seamless LiDAR camera and AI compute with all the algorithms to go with it. We're in a class of our own right now. And Ouster has always led the way with our acquisitions. And it's no coincidence that we approach Stereolabs out of the variety of camera and stereo vision companies that exist. I've actually long been a fan of Stereolabs and have tracked their progress and really been impressed with the business they've built and the technology that they've invested in over time. And the results speak for themselves. So we think this combination, it's not any combination of LiDAR and camera. It's Ouster and Stereolabs. This is very important. And I do want to highlight the strength of their leadership team. Cecile and her two co-founders are a big part of their success.

The fact that they're staying on just means that we're bringing more capable leadership under the Ouster umbrella.

Kevin Cassidy
Managing Director and Senior Research Analyst of Semiconductors, Rosenblatt

Yeah, thank you. Congratulations.

Operator

Thank you. Our next question will come from Richard Shannon with Craig-Hallum. Your line is open.

Richard Shannon
Senior Research Analyst of Technology, Craig-Hallum

Well, thanks, Angus and Ken, for taking my questions. Congrats on what looks like a very interesting acquisition here. A couple of questions from me. Maybe you could just help me understand the dynamics here across industries here. You kind of typically talk, at least outside of automotive and robotics and smart infrastructure and industrial. And two of these or you already have software packages, Blue City and Gemini, covering portions of that here. Help me understand where Stereolabs will go in the context of this. Will Stereolabs be kind of more of an umbrella across all these, or will they be slotted into specific applications? Just kind of let me know how the kind of the long-term vision for how these all fit together goes.

Chen Geng
SVP of Strategic Finance and Treasurer, Ouster

Yeah, thanks, Richard. So Stereolabs has done a great job of building the unifying layer of software that end companies can use to build their end solutions. So I call this the autonomy stack, really. It's the middleware layer that's incredibly challenging to develop and get right because it's safety-critical fusion of many different sensor sources combined with a perception layer of advanced AI models that are interpreting the raw sensor data coming in. So Ouster traditionally has had more of a barbell strategy. We've had our hardware at the bottom and our Gemini and Blue City end solutions for very targeted use cases at the top of the pyramid. But Stereolabs has invested in this middle layer, the autonomy stack that is shared, a shared need across the vast majority of our customers.

So I'm really excited to now build that layered strategy, really three tiers of hardware, the LiDAR, the camera, the AI compute, the middleware stack of autonomy, sensor fusion, and AI algorithms, and then the end solutions like Gemini and Blue City that, by the way, can start to take advantage of the additions that we've made to the lower layers of the product stack for Ouster. So I expect that this is a new avenue of software that we're able to provide to our end customers. But it's a virtuous cycle of creating more value for our end solutions like Gemini and Blue City and potentially new end solutions that we bring to market in the future.

Richard Shannon
Senior Research Analyst of Technology, Craig-Hallum

Angus, and maybe a follow-on to that last phrase you used there. To what degree can this perception and sensor fusion capability be used in automotive, and is that part of the long-term strategy here? Thank you.

Chen Geng
SVP of Strategic Finance and Treasurer, Ouster

Well, we have our automotive strategy, and I think that that largely rests on the DF sensors and other products that we're bringing out. But for right now, what Stereolabs has done a great job doing is going after the incredible excitement in Physical AI and robotics, industrial, and smart infrastructure opportunities that if you were walking around CES, you saw every different physical embodiment of Physical AI down on the floor. And that's what Stereolabs has gone and captured and is building a rapidly growing business around. So I'm hyper-focused on making sure that those near-term, fast-growing markets, we can successfully go and capture and be a leading player. And automotive, I've always said automotive will come. But right now, we're focused on the robotics, industrial, and smart infrastructure customer bases for the here and now of this acquisition.

Richard Shannon
Senior Research Analyst of Technology, Craig-Hallum

Okay. Perfect. Thanks for all that detail, Angus.

Operator

Thank you. And as a reminder, to ask a question, please press star one one on your telephone. Our next question comes from Kevin Cassidy with Rosenblatt. Your line is open.

Kevin Cassidy
Managing Director and Senior Research Analyst of Semiconductors, Rosenblatt

Yeah, thanks for letting me have a follow-up question. On the manufacturing side, is there any synergies possible there?

Chen Geng
SVP of Strategic Finance and Treasurer, Ouster

Yeah, that's a great question. So it's remarkable how few dis-synergies there are in this deal. Stereolabs has built an incredibly efficient EBITDA-positive business. On the manufacturing side, this is one of the places where Ouster has really excelled. And we do think that we'll be able to bring our operations team, our manufacturing acumen, all the investments we've made in precision manufacturing and high-quality manufacturing to the table. Stereolabs is largely an engineer-driven company. The vast majority of the employees there are engineers. And it's incredible that they've been able to ship 90,000 sensors with the very small operations team that they have. But I think it's important for this next stage of growth for them that they have the backing of a very considerable operations and manufacturing capability at Ouster.

Definitely going to bring some value into the product, into the scale that we can drive, and also, I think, into the quality and the cost reductions that we can bring into their product portfolio.

Kevin Cassidy
Managing Director and Senior Research Analyst of Semiconductors, Rosenblatt

Great. Thank you.

Operator

Thank you. And the next question will come from Richard Shannon with Craig-Hallum. Your line is open.

Richard Shannon
Senior Research Analyst of Technology, Craig-Hallum

Well, thanks, Angus. Let me take one quick follow-on question here, which is obviously, this acquisition brings in a lot more software capability complementary to what you've been doing here. Any way that you can characterize, either in terms of headcount or dollars or whatever, how much of the R&D here is going to be software versus hardware?

Chen Geng
SVP of Strategic Finance and Treasurer, Ouster

I missed how many. I missed the.

Richard Shannon
Senior Research Analyst of Technology, Craig-Hallum

Sorry. In terms of headcount or dollar terms or however you'd like to characterize it, how much of the combined business will be software-oriented versus hardware?

Chen Geng
SVP of Strategic Finance and Treasurer, Ouster

Yeah. Well, what's interesting about Stereolabs' business is that the camera, the hardware, the AI computers, and the software goes hand in hand. You really need all three to properly process and take advantage of the richness of modern cameras. And so they've done a great job of building this cutting-edge suite of technology. And so there's virtually universal adoption of Stereolabs' software development environment with their cameras. They really go hand in hand. The Neural Depth model is something proprietary to Stereolabs. And to get the great capability out of their cameras and out of that hardware, you need modern AI algorithms. And this is a theme that just is generally true at this stage. If you want to make safe, capable, practical autonomy, you need to pair your hardware with cutting-edge AI compute and cutting-edge AI algorithms that are trained to run on that AI compute.

There's no better company in the camera space to have done that than Stereolabs. Ouster, again, has done the same investment into AI algorithms on the LiDAR side. It's a very significant take rate of the software that Stereolabs has built with their hardware. I'm excited to leverage that experience to bring more of that into the LiDAR side of the equation for Ouster's LiDAR-only customers.

Richard Shannon
Senior Research Analyst of Technology, Craig-Hallum

Okay. Perfect. Thank you, Angus.

Operator

Thank you. I am showing no further questions in the queue at this time. I would now like to turn the call back over to Angus for closing remarks.

Angus Pacala
CEO, Ouster

Well, thank you all for joining early in the morning. I want to congratulate the Stereolabs team for an incredible business you've built. Welcome to the Ouster fold. I can't wait for what comes next.

Operator

This concludes today's conference call. Thank you for participating, and you may now disconnect.

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