DEF 14A of Outset Medical, Inc., Apr 24, 2026

DEF 14A of Outset Medical, Inc.

Filed Apr 24, 2026 · FY20250001193125-26-177150

Open on EDGAR

  1. Proposal One: Election of Directors

    Proposal One: Election of Directors

  2. General

    General Our Board currently consists of seven directors and is divided into three classes of directors that serve staggered three-year terms, currently Class I, with a term expiring in 2027, Class II, with a term expiring in 2028 and Class III, with a term expiring in 2026. At the Annual Meeting, our stockholders will vote on the election of two Class III directors for an additional three-year term expiring at our 2029 annual meeting of stockholders. Each of our other current directors will continue to serve as a director until the expiration of his or her three-year term and the election and qualification of his or her successor. The two directors currently serving on our Board in Class III, the class whose term of office expires in 2026, have each been nominated by our Board, upon the recommendation of our Nominating and Corporate Governance Committee, to stand for election at the Annual Meeting: Brent D. Lang and Karen Prange. Ms. Prange, who was appointed to our Board effective January 9, 2026, was first identified as a potential candidate by a non-employee director. Our Nominating and Corporate Governance Committee reviewed and evaluated Ms. Prange’s background, experience and qualifications in accordance with the criteria described below in the section entitled “Criteria for Board Membership.” As part of this process, Ms. Prange met with members of our Nominating and Corporate Governance Committee and other members of the full Board. Following this evaluation, the Nominating and Corporate Governance Committee recommended the appointment of Ms. Prange to the full Board for approval, and the Board approved Ms. Prange’s appointment. Each of these two nominees has consented to being named as a nominee in this proxy statement and has agreed to serve, if elected, until our 2029 annual meeting of stockholders and until the election and qualification of his or her successor. For more information about each of the director nominees and continuing directors, including information regarding the experience, qualifications, attributes and skills that led to the conclusion that each director should serve as a member of our Board, please refer to the section below entitled “Overview of Our Nominees and Continuing Directors.”

  3. General

    | Vote Required: | Directors are elected by a plurality of the votes cast by our stockholders at the Annual Meeting. This means that the two nominees receiving the highest number of affirmative votes will be elected. Broker non-votes and “Withhold” votes will have no effect on the outcome of this vote. | | | Board Recommendation: | OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE TWO (2) CLASS III DIRECTOR NOMINEES NAMED ABOVE. | |

  4. General

    | 2026 Proxy Statement | 9 |

  5. Overview of Our Nominees and Continuing Directors

    Overview of Our Nominees and Continuing Directors The following table and the brief biographies that follow provide information, as of the date of this proxy statement, about each director nominee and each continuing director:

  6. Overview of Our Nominees and Continuing Directors

    | | | | | | | | | Current Committee Membership* | | | | | Age | Position(s) | Director Since | Class | Current Term Expires | Expiration of Term for Which Nominated | Independent | AC | CC | NCG | | Director Nominees | | | | | | | | | | | | Brent D. Lang | 58 | Director | 2024 | III | 2026 | 2029 | Yes | X | | | | Karen Prange | 62 | Director | 2026 | III | 2026 | 2029 | Yes | | X | | | Continuing Directors | | | | | | | | | | | | Karen Drexler | 66 | Director | 2021 | I | 2027 | — | Yes | | X | Chair | | Kevin O’Boyle | 70 | Director | 2025 | I | 2027 | — | Yes | Chair | | | | Leslie Trigg | 55 | President, CEO and Chair of the Board | 2014 | I | 2027 | — | No | | | | | D. Keith Grossman | 66 | Lead Independent Director | 2014 | II | 2028 | — | Yes | | Chair | X | | Patrick T. Hackett | 64 | Director | 2019 | II | 2028 | — | Yes | X | | X |

  7. Overview of Our Nominees and Continuing Directors

    * AC - Audit Committee; CC - Compensation Committee; NCG - Nominating and Corporate Governance Committee

  8. Overview of Our Nominees and Continuing Directors

    | 2026 Proxy Statement | 10 |

  9. Overview of Our Nominees and Continuing Directors

    Our director nominees and continuing directors (which we refer to as our “directors” in these charts) bring diverse viewpoints and perspectives to our boardroom and exhibit a balance of tenure, skills, experiences and backgrounds that we believe enhances the deliberation and decision-making processes of our Board and allows our Board to effectively fulfill its oversight function.

  10. Overview of Our Nominees and Continuing Directors

    | Independence | Gender Diversity | Racial or Ethnic Diversity | | 6 of 7 directors are Independent Independent Management 1 6 | 3 of 7 directors are women (incl. our Chair) Women Men 4 3 | 1 of 7 directors are racially or ethnically diverse Diverse Not Diverse 1 6 |

  11. Overview of Our Nominees and Continuing Directors

    | Tenure | Age | | 5.1 yrs Average tenure of directors 2 2 3 < 3 yrs 3-6 yrs 7+ yrs | 63 yrs Average age of directors 5 2 < 60 years 60+ years |

  12. Overview of Our Nominees and Continuing Directors

    Our directors bring a balance of skills and experience, including those listed in the skills matrix on the following page. The matrix identifies the most prominent skills and core competencies of each director (reflected on an aggregate basis). Each director possesses numerous other skills and competencies not reflected in the matrix below, however, we believe that representing only the most prominent skills and core competencies of our Board provides a more meaningful presentation of the key contributions and value that our directors bring to their service on our Board and committees and to our stockholders.

  13. Overview of Our Nominees and Continuing Directors

    | 2026 Proxy Statement | 11 |

  14. Overview of Our Nominees and Continuing Directors

    Skills Matrix

  15. Overview of Our Nominees and Continuing Directors

    | | Public Company Board Service | | | | A deep understanding of the Board’s oversight responsibilities enhances transparency and accountability for management and the Board | | | | Public Company CEO or CFO Experience | | | | Critical to our Board’s understanding of the demands and challenges of managing a large public organization | | | | Other Senior Leadership Role | | | | Enhances our Board’s ability to oversee management’s performance, and understand organizations, processes and strategy | | | | Healthcare / Medical Device Industries | | | | Enables our Board to understand strengths and challenges specific to the healthcare and medical device industries in which we operate | | | | Financial Literacy / Accounting | | | | Crucial to our Board’s ability to advise on and oversee capital management, financial transactions, financial reporting and internal controls | | | | FDA / Regulatory | | | | Critical to enable effective oversight by our Board of our compliance with the complex regulations that apply to our business, including FDA | | | | Sales & Marketing | | | | Crucial to our Board’s understanding of how to effectively sell our products in existing markets and expand to new ones | | | | Supply Chain / Manufacturing | | | | Helps our Board effectively oversee our manufacturing operations and navigate any supply chain challenges | | | | Human Capital Management | | | | Enables effective oversight of culture development, succession planning and our ability to attract, retain and motivate key talent | | | | M&A / Strategic Transactions | | | | Essential to our Board’s ability to advise on and guide our strategic transactions and long-term growth | | | | Risk Management | | | | Critical to our Board’s ability to oversee, understand and help mitigate key risks to Outset | | | | International Business | | | | Important to our Board’s ability to advise on and help guide our long-term growth strategy | | | | Environmental & Social | | | | Helps us operate within a responsible, sustainable business model and create long-term value for our stockholders | | | | Cybersecurity / Information Technology | | | | Helps our Board oversee cybersecurity and other information technology risks that impact our company | |

  16. Overview of Our Nominees and Continuing Directors

    | 2026 Proxy Statement | 12 |

  17. Director Nominees at the Annual Meeting – Class III Directors

    Director Nominees at the Annual Meeting – Class III Directors

  18. Director Nominees at the Annual Meeting – Class III Directors

    | Brent D. Lang Director since: 2024 Age: 58 Committees: · Audit | BACKGROUND: Brent D. Lang has served on our Board since March 2024. Mr. Lang also currently serves as Chair of the board of directors of Eko Health, a private digital health company that provides tools to detect and monitor heart and lung disease, on the board of directors of Apella, a private AI technology company dedicated to improving surgery, and as Chair of the board of directors of USA Swimming. Mr. Lang previously served as President and Chief Executive Officer, and on the board of directors of Vocera Communications, Inc. (“Vocera”), a global provider of clinical communication and workflow solutions, from June 2013, and as Chairman of the board of directors from June 2018 until February 2022 when the company was acquired by Stryker Corporation (“Stryker”), a multinational medical technology corporation. Mr. Lang served as a Strategic Advisor to Stryker from February 2022 to December 2022. Prior to being named Chief Executive Officer of Vocera, Mr. Lang held various leadership positions at Vocera beginning in 2001, including as its President and Chief Operating Officer and Vice President of Marketing and Business Development. Earlier in his career, Mr. Lang held leadership roles at 3Com Corporation, a networking company, and worked as a strategy consultant for Monitor Company, Inc., a consulting firm advising Fortune 500 companies. Previously, Mr. Lang served as Chairman of the board of directors of Movella Holdings Inc., a company specializing in movement digitization, from November 2021 to April 2025, and as a member of the board of directors of Thriveworks, a private company that provides mental health services. Mr. Lang holds a B.S. from the University of Michigan and an M.B.A. from the Stanford University Graduate School of Business. Key Qualifications: We believe that Mr. Lang is qualified to serve on our Board because of his corporate leadership, commercial and industry experience, including his prior experience as Chairman and Chief Executive Officer of a global provider of clinical communication and workflow solutions primarily for healthcare providers. Mr. Lang also brings to the Board significant experience in business development, strategic transactions and oversight of supply chain operations. We believe Mr. Lang’s wealth of healthcare expertise, including in growing and scaling software-enabled business models, aligns with our recurring revenue business model and will help guide our continued growth as we execute on our commercial strategies. |

  19. Director Nominees at the Annual Meeting – Class III Directors

    | Karen Prange Director since: 2026 Age: 62 Committees: · Compensation Other Current Public Boards: · Atricure, Inc. · Embecta Corp. | BACKGROUND: Karen Prange has served on our Board since January 2026. Ms. Prange has served on the board of directors of Atricure, Inc., a medical device company, since December 2019, and on the board of directors of Embecta Corp., a medical device and technology company, since April 2022. She also currently serves on the board of directors of WS Audiology, a privately held medical device company, and has served as a Senior Advisor at EQT Group, a global investment organization, since March 2020. In her most recent operating role, Ms. Prange was Executive Vice President and Chief Executive Officer for the Global Animal Health, Medical and Dental Surgical Group at Henry Schein, Inc., and a member of its Executive Committee, from May 2016 to April 2018. Prior to that, she was Senior Vice President of Boston Scientific and President of its Urology and Pelvic Health business from June 2012 to May 2016. Earlier in her career, Ms. Prange held various leadership positions at Johnson & Johnson, including sales, marketing, market development and general management roles. She also previously served on the boards of directors of several medical device companies: Nevro Corp. (acquired by Globus Medical, Inc.) from December 2019 to April 2025; ViewRay, Inc. from June 2021 to October 2023; and Cantel Medical Corporation (acquired by STERIS plc) from October 2019 to June 2021. Ms. Prange holds a B.S. from the University of Florida. Key Qualifications: We believe Ms. Prange is qualified to serve on our Board because of her corporate leadership and commercial, regulatory, industry and operational experience gained through senior management roles at global healthcare and medical device companies, including most recently as Chief Executive Officer of a global business unit within a publicly traded healthcare distribution company. She brings to our Board deep commercial operating experience in sales execution, go-to-market strategy, and global product commercialization in the acute care setting, which we believe aligns well with our commercial strategy in the acute market. Ms. Prange also contributes significant public company governance and risk management experience from her service on the boards of multiple public medical device companies. |

  20. Director Nominees at the Annual Meeting – Class III Directors

    | 2026 Proxy Statement | 13 |

  21. Director Nominees at the Annual Meeting – Class III Directors

    Continuing Class I Directors – Term Expiring at the 2027 Annual Meeting

  22. Director Nominees at the Annual Meeting – Class III Directors

    | Karen Drexler Director since: 2021 Age: 66 Committees: · Compensation · Nominating & Corporate Governance (Chair) Other Current Public Boards: · ResMed Inc. · EBR Systems, Inc. | BACKGROUND: Karen Drexler has served on our Board since January 2021. Ms. Drexler has served on the board of directors of ResMed Inc., a medical device company, since November 2017, and on the board of directors of EBR Systems, Inc., a cardiac pacing company, since October 2021. She also currently serves on the boards of directors of two private companies: VIDA Health, a lung intelligence solutions and analytics company and Huma.AI, a healthcare artificial intelligence company. Ms. Drexler previously served as CEO of Sandstone Diagnostics, Inc., a private company developing instruments and consumables for point-of-care medical testing, from June 2016 until July 2020. She served on the board of directors of Tivic Health Systems, Inc., a bioelectronic medicine company, from August 2019 to September 2024, and as chair of the board of Hygieia, Inc., a private digital insulin therapy company, from 2011 to 2017. Ms. Drexler has also served on the board of directors of a number of private companies in the fields of diagnostics, medical devices, and digital health. Ms. Drexler was founder, president, and CEO of Amira Medical Inc., a private company focused on glucose monitoring technology, from 1996 until it was sold to Roche Holding AG in 2001. Prior to that, she held management roles at LifeScan, a medical device company, including leading its manufacturing function, and played a key role in its sale to Johnson & Johnson. Ms. Drexler is also a member of the W50 Network and Stanford Women on Boards. Ms. Drexler holds a B.S.E. from Princeton University and an M.B.A. from the Stanford University Graduate School of Business. Key Qualifications: We believe that Ms. Drexler is qualified to serve on our Board because of her corporate leadership and industry experience gained through chief executive officer and other management roles at medical device companies, as well as her experience as a board member at several companies in the medical device industry. Ms. Drexler also brings to the Board experience in business development and strategic transactions, a background in manufacturing operations, a deep understanding of using data analytics coupled with a consumer-centric approach to create a better patient experience, and an awareness of cybersecurity risk management gained through specialized training and coursework. |

  23. Director Nominees at the Annual Meeting – Class III Directors

    | Kevin O’Boyle Director since: 2025 Age: 70 Committees: · Audit (Chair) Other Current Public Boards: · iRhythm Technologies, Inc. · Carlsmed, Inc. | BACKGROUND: Kevin O’Boyle has served on our Board since May 2025. Mr. O’Boyle has served on the board of directors of iRhythm Technologies, Inc., a digital healthcare company, since July 2025, and on the board of directors of Carlsmed, Inc., a medical technology company specializing in personalized spine surgery solutions, since September 2024. Previously, Mr. O’Boyle served on the board of directors of Nevro Corp., a global medical device company, from March 2019 through April 2025 when the company was acquired by Globus Medical, Inc. He also served as Chairman of the board of directors of GenMark Diagnostics, Inc., a diagnostics company, until its acquisition by Roche in May 2021. Additionally, Mr. O’Boyle also served on the boards of directors of Sientra, Inc., a medical aesthetics company, from May 2014 to June 2023, Wright Medical Group N.V. (acquired by Stryker), a global medical device company, from November 2015 to November 2020, Zeltiq Aesthetics, Inc. (acquired by Allergan), a medical aesthetics company, from July 2011 to April 2017, and Durata Therapeutics, Inc. (acquired by Actavis), a pharmaceutical company, from May 2012 to November 2014. Previously, Mr. O’Boyle served as Senior Vice President and Chief Financial Officer of Advanced Biohealing Inc., a medical device company, from December 2010 until it was acquired in July 2011. Prior to that, Mr. O’Boyle served as Chief Financial Officer of NuVasive, Inc., a medical device company, from January 2003 to December 2009. Earlier in his career, Mr. O’Boyle served in various leadership positions during his six years with ChromaVision Medical Systems, Inc. Mr. O’Boyle holds a B.S. in Accounting from the Rochester Institute of Technology. Key Qualifications: We believe Mr. O’Boyle is qualified to serve on our Board because of his corporate leadership and industry experience gained through chief financial officer and other executive management roles at medical device companies, and his extensive experience as a board member in the medical device industry. Mr. O’Boyle also brings to the Board significant financial expertise, including in the areas of financial operations, accounting, governance and general risk management matters gained through his career as a financial executive, and through his prior roles as an audit committee member (including chairperson) of multiple other public companies. |

  24. Director Nominees at the Annual Meeting – Class III Directors

    | 2026 Proxy Statement | 14 |

  25. Director Nominees at the Annual Meeting – Class III Directors

    | Leslie Trigg Director since: 2014 President, CEO and Board Chair Age: 55 | BACKGROUND: Leslie Trigg has served as our President and CEO and a member of our Board since November 2014 and as Chair of our Board since February 2022. Ms. Trigg joined the Company from Warburg Pincus, a private equity firm, where she was an Executive in Residence from March 2012 to March 2014. Prior to that, Ms. Trigg served in several roles at Lutonix (acquired by CR Bard), a medical device company, from January 2010 to February 2012, most recently as Executive Vice President, and as Chief Business Officer of AccessClosure (acquired by Cardinal Health), a medical device company, from September 2006 to June 2009. She also previously held positions with FoxHollow Technologies (acquired by ev3/Covidien), a manufacturer of devices to treat peripheral artery disease, Cytyc, a diagnostic and medical device company, Pro-Duct Health (acquired by Cytyc), a medical device company, and Guidant, a cardiovascular medical device company. Ms. Trigg serves on the board of directors of the Medical Device Manufacturers Association (MDMA). Previously, Ms. Trigg served on the boards of directors of Exact Sciences Corporation, a molecular diagnostics company, from April 2025 until its acquisition by Abbott in March 2026, Adaptive Biotechnologies Corporation, a biotechnology company, from March 2021 to June 2023, ARYA Sciences Acquisition Corp IV, a special purpose acquisition company, from March 2021 to July 2024, and Cardiovascular Systems, Inc., a medical device company, from 2010 to 2017. Ms. Trigg holds a B.S. degree from Northwestern University and an M.B.A. from The Haas School of Business, University of California, Berkeley. Key Qualifications: We believe that Ms. Trigg is qualified to serve on our Board because of her corporate leadership, regulatory, commercial and industry experience gained through chief executive officer and other management roles at medical technology companies, including global businesses, as well as her experience as a corporate board member in the healthcare sector and as a member of the MDMA board. As President and CEO of Outset for over 10 years, Ms. Trigg’s broad and deep knowledge of Outset, its day-to-day business operations and the competitive landscape provides valuable insights to our Board. |

  26. Director Nominees at the Annual Meeting – Class III Directors

    | 2026 Proxy Statement | 15 |

  27. Continuing Class II Directors - Term Expiring at the 2028 Annual Meeting

    Continuing Class II Directors - Term Expiring at the 2028 Annual Meeting

  28. Continuing Class II Directors - Term Expiring at the 2028 Annual Meeting

    | D. Keith Grossman Director since: 2014 Lead Independent Director Age: 66 Committees: · Compensation (Chair) · Nominating & Corporate Governance Other Current Public Boards: · Alcon Inc. · MiniMed Group, Inc. | BACKGROUND: D. Keith Grossman has served as our Lead Independent Director since February 2022 and served as Chairman of our Board from April 2014 to February 2022. Mr. Grossman served as Chairman of the board of directors of Nevro Corp. (“Nevro”), a global medical device company, from March 2019 through April 2025 when the company was acquired by Globus Medical, Inc., previously serving as Nevro’s Chief Executive Officer from March 2019 to April 2023 and Executive Chairman from April 2023 to October 2023. Mr. Grossman has also served as Vice Chairman of Alcon Inc., an eye care products company, since April 2019, and on the board of directors of MiniMed Group, Inc., a global medical technology company, since March 2026. Previously, he was Chief Executive Officer and President of Thoratec, a medical device company, from September 2014 to December 2015 and from January 1996 to January 2006; Chief Executive Officer and President of Conceptus, a manufacturer and developer of medical devices, from December 2011 to June 2013; and Managing Director for TPG, a private equity firm, from September 2007 to December 2011. He also previously held positions with Eon Labs, a pharmaceutical company, SulzerMedica, a manufacturer of implantable medical devices, and American Hospital Supply/McGaw Labs, a medical supply company. Mr. Grossman served on the board of directors of ViewRay, a medical device company in the field of cancer therapy, from July 2018 to February 2021; Zeltiq (acquired by Allergan), a company that markets and licenses devices used for cryolipolysis procedures, from October 2013 to May 2017; Kyphon (acquired by Medtronic plc), a medical device company, from May 2007 to November 2007; Intuitive Surgical, a medical device company, from April 2003 to April 2010; and Tandem Diabetes Care, a medical device company, from April 2010 to January 2012. Mr. Grossman has also served on the board of directors of a number of private companies. Mr. Grossman holds a B.S. from Ohio State University and an M.B.A. from the George L. Graziadio School of Business and Management, Pepperdine University. Key Qualifications: We believe that Mr. Grossman is qualified to serve on our Board because of his corporate leadership, regulatory, commercial and industry experience gained through chief executive officer roles at medical technology companies, including his prior experience as Chairman and Chief Executive Officer of a global public company in the medical device field. Mr. Grossman also brings to the Board experience as a board member and investor at a range of private and public companies in the medical technology industry, as well as experience in business development and strategic transactions. We believe Mr. Grossman’s extensive experience leading medical device companies through commercial growth aligns with our commercial strategies in both the acute and home markets. |

  29. Continuing Class II Directors - Term Expiring at the 2028 Annual Meeting

    | Patrick T. Hackett Director since: 2019 Age: 64 Committees: · Audit · Nominating & Corporate Governance | BACKGROUND: Patrick T. Hackett has served on our Board since May 2019. Mr. Hackett has served on the board of directors of Intelligent Medical Objects, a private healthcare software company, since January 2017. Previously, Mr. Hackett served as a Managing Director at Warburg Pincus, a private equity firm, from June 1990 to July 2017, where he focused on investments in the technology and healthcare services fields across the firm’s global territories, and he currently serves as a senior advisor to Warburg Pincus. He previously held positions with Cove Capital Associates, a private merchant banking partnership, Acadia Partners, a private equity firm, and Donaldson, Lufkin and Jenrette, an investment bank. Mr. Hackett served on the board of directors of Stamford Health System, a nonprofit community hospital in Connecticut, from May 2016 to September 2024, including as its Chair from October 2020 to September 2022. He also served on the board of directors of Bridgepoint Education, a provider of post-secondary education services, from February 2008 to November 2017; Yodlee (acquired by Envestnet), a data aggregation and data analytics platform company, from January 2008 to October 2015; and Nuance Communications (acquired by Microsoft), a provider of voice and language software, from January 2009 to September 2014. Mr. Hackett has also served on the board of directors of a number of private companies. Mr. Hackett holds a B.A. from the University of Pennsylvania and a B.S. from The Wharton School, University of Pennsylvania. Key Qualifications: We believe that Mr. Hackett is qualified to serve on our Board because of his industry knowledge and significant experience in business development and strategic transactions gained as a corporate board member and investor in healthcare services companies. Through his global private equity role, Mr. Hackett’s extensive involvement in the investment and transaction evaluation processes requires a deep understanding of the financial and operational performance of companies across various industries and geographic territories that we believe provides valuable insight to our Board. |

  30. Continuing Class II Directors - Term Expiring at the 2028 Annual Meeting

    | 2026 Proxy Statement | 16 |

  31. Continuing Class II Directors - Term Expiring at the 2028 Annual Meeting

    Board Structure and Composition Our Board currently consists of seven members and is divided into three classes of directors that serve staggered three-year terms. At each annual meeting of stockholders, a class of directors is elected for a three-year term to succeed the same class whose term is then expiring. As a result, only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors are divided among the three classes as follows: • the Class I directors are Karen Drexler, Kevin O’Boyle and Leslie Trigg, whose terms will expire at the 2027 annual meeting of stockholders; • the Class II directors are D. Keith Grossman and Patrick T. Hackett, whose terms expire at the 2028 annual meeting of stockholders; and • the Class III directors are Brent D. Lang and Karen Prange, whose terms will expire at the Annual Meeting. Each director’s term continues until the end of his or her three-year term and the election and qualification of his or her successor, or, if sooner, his or her death, resignation or removal. Our amended and restated certificate of incorporation and bylaws authorize only our Board to fill vacancies on our Board. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

  32. Director Compensation

    Director Compensation

  33. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our non-employee directors receive annual cash retainers and equity awards as compensation for Board and committee service in accordance with our non-employee director compensation policy (our “director compensation policy”). Our director compensation policy applies only to our non-employee directors; our employee directors receive no additional compensation for serving on our Board. Our Board originally adopted our director compensation policy in 2020 in connection with our initial public offering after consultation with an independent compensation consultant. Our Compensation Committee periodically reviews our director compensation policy and recommends any adjustments to our Board for approval. In early 2025, the Compensation Committee engaged Pearl Meyer & Partners LLC (“Pearl Meyer”), an independent compensation consultant, to review our director compensation policy and prepare an updated benchmarking analysis relative to our 2025 peer group. Based on this analysis, in February 2025, the Compensation Committee recommended the following modifications to our director compensation policy: (i) the value of the initial RSU grant for new non-employee directors was increased from $262,500 to $280,000 and (ii) the cap of 1,666 shares on the annual RSU grant for non-employee directors was removed. These modifications were approved by the Board. In addition, in March 2025, the Compensation Committee recommended to the Board that our director compensation policy be further modified (i) to clarify that the RSU grants are subject to the terms of our 2020 Equity Incentive Plan, such that, the grants will be suspended in the event an insufficient number of shares remain available under our 2020 Equity Incentive Plan for such grants, and (ii) to provide that any such suspended grants will be made once our Board determines that there are sufficient shares under our 2020 Equity Incentive Plan to complete such grants. These modifications were approved by the Board in April 2025. During 2025, each of our non-employee directors was entitled to compensation in accordance with the following director compensation policy: • Annual Cash Compensation: Each non-employee director is entitled to receive annual cash compensation in the amounts summarized in the table below. These amounts are payable in equal quarterly installments, in arrears following the end of each quarter in which the service was performed, and are pro-rated for any partial months of service.

  34. Non-Employee Director Compensation Policy

    | Position | Annual Cash Retainer | | Board Member | $45,000 | | Chair of the Board or Lead Independent Director (additional) | $45,000 | | Committee Chairs: | | | Audit | $20,000 | | Compensation | $20,000 | | Nominating and Corporate Governance | $10,000 | | Committee Members: | | | Audit | $10,000 | | Compensation | $10,000 | | Nominating and Corporate Governance | $5,000 |

  35. Non-Employee Director Compensation Policy

    • Equity Compensation: o Upon appointment to our Board, each non-employee director is entitled to receive an initial grant of time-based RSUs (“Initial Director Grant”) valued at $280,000 as of the grant date, which will vest quarterly over three years, subject to such director’s continuous service on each applicable vesting date. Each non-employee director continuing his or her service on our Board following the annual meeting of stockholders is entitled to receive an annual grant of RSUs (“Annual Director Grant”) valued at $160,000 as of the grant date, which will vest upon the earlier of the one-year anniversary of the grant date or the

  36. Non-Employee Director Compensation Policy

    | 2026 Proxy Statement | 28 |

  37. Non-Employee Director Compensation Policy

    date of our next annual meeting of stockholders, subject to such director’s continuous service until such date. Notwithstanding the vesting schedules described above, each non-employee director who remains in continuous service until a change in control (as defined in our 2020 Equity Incentive Plan) will become fully vested in all then-outstanding equity awards. • Expense Reimbursement: Our non-employee directors are also reimbursed for their reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings. In January 2026, following consultation with Pearl Meyer, the Compensation Committee recommended, and the Board approved, an amendment to our non-employee director compensation policy for 2026 to provide that the size of the Initial Director Grant and the Annual Director Grant as RSUs would be based on a fixed number of shares of common stock underlying the awards, rather than as awards determined by reference to a specified dollar value. As amended and effective January 8, 2026, the policy provides for an Initial Director Grant of 18,667 RSUs and an Annual Director Grant of 10,667 RSUs. These changes were designed to provide greater predictability in annual equity usage, help preserve shares available under our 2020 Equity Incentive Plan, mitigate potential stockholder dilution and align director equity grants with updates to our guidelines for employee equity awards. In addition, our 2020 Equity Incentive Plan includes an annual compensation limit applicable to non-employee directors, which caps the aggregate value of cash compensation paid and the grant date fair value of equity awards granted during any fiscal year at $400,000 for incumbent non-employee directors and $800,000 for non-employee directors first appointed during such fiscal year, providing an additional check on director pay levels. No other changes were made to the director compensation policy.

  38. 2025 Director Compensation Table

    2025 Director Compensation Table The following table summarizes, for 2025, certain information regarding the compensation of our non-employee directors. Ms. Trigg, our CEO, does not receive any separate compensation for her service on our Board. Please see “Executive Compensation—2025 Summary Compensation Table” for a summary of the compensation received by Ms. Trigg in 2025 in her capacity as an executive officer.

  39. 2025 Director Compensation Table

    | Name: | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(4) | Total ($) | | Karen Drexler | 65,000 | 159,987 | — | 224,987 | | D. Keith Grossman | 111,291 | 159,987 | — | 271,278 | | Patrick T. Hackett | 63,709 | 159,987 | — | 223,696 | | Dale E. Jones(5) | 24,107 | — | — | 24,107 | | Brent D. Lang | 55,000 | 159,987 | — | 214,987 | | Kevin O'Boyle(5) | 40,893 | 439,985 | — | 480,878 | | Andrea L. Saia(6) | 55,000 | 159,987 | — | 214,987 |

  40. 2025 Director Compensation Table

    (1) Cash amounts represent cash fees paid to each non-employee director during 2025 for his or her Board or committee service. Cash fees are paid quarterly in arrears. (2) Dollar amounts represent the aggregate grant date fair value of stock awards granted during 2025, computed in accordance with the Financial Accounting Standards Board (“FASB”) ASC 718, Compensation—Stock Compensation (“ASC 718”) and the assumptions outlined in Note 2, of our financial statements included in our 2025 annual report. (3) The aggregate number of shares subject to stock awards outstanding as of December 31, 2025 for each of the non-employee directors was as follows: Ms. Drexler, 8,983; Mr. Grossman, 8,983; Mr. Hackett, 8,983; Mr. Jones, 0; Mr. Lang, 12,583; Mr. O’Boyle, 21,594; and Ms. Saia, 8,983. (4) No options were granted to the non-employee directors in 2025. The aggregate number of shares subject to outstanding stock options held by each of the non-employee directors as of December 31, 2025 was as follows: Ms. Drexler, 0; Mr. Grossman, 10,041; Mr. Hackett, 2,531; 0; Mr. Jones, 0; Mr. Lang, 0; Mr. O’Boyle, 0; and Ms. Saia, 0. (5) Effective May 14, 2025, Mr. Jones resigned from our Board, and Mr. O’Boyle joined our Board to fill the vacancy created by Mr. Jones’ resignation. Ms. Saia resigned from our Board effective January 9, 2026.

  41. 2025 Director Compensation Table

    | 2026 Proxy Statement | 29 |

  42. 2025 Executive Compensation Highlights

    Consistent with feedback received from stockholders during our outreach efforts initiated in late 2024, the Compensation Committee added a cap to the TSR PSUs granted to NEOs in 2025, limiting the maximum payout to 100% of target if the Company’s absolute TSR over the performance period is negative (regardless of the Company’s percentile rank relative to the comparator group). Other than this change, the performance and vesting terms of the 2025 TSR PSUs remained substantially similar to the prior-year TSR PSUs granted to our executives. ▪ The Compensation Committee modified the vesting schedule of the 2025 annual RSU grants to our NEOs from three years to two years, as described below. This adjustment was intended to improve the retentive effect of the awards, taking into account the decline in our stock price and a competitive talent market, where longer vesting periods could, under the circumstances, have the effect of reducing the perceived and realizable value of the equity awards. The Compensation Committee determined that a two-year vesting schedule would help provide a more effective retention tool, under the circumstances, by enhancing the immediate and mid-term retention value of the awards, while continuing to align executives’ interests with those of our stockholders. Moreover, the Compensation Committee views this change as temporary and expects to return to a three-year vesting schedule for the 2026 awards. For Ms. Gaeta’s new-hire RSU award and the one-time RSU award for Mr. Nash in connection with his promotion to EVP, R&D, Operations and Service, the Company retained three-year vesting, consistent with the prior-year executive RSU grants. - For 2025, the Compensation Committee approved a mix of 50% PSUs and 50% RSUs for our CEO, and a mix of 20% PSUs and 80% RSUs for our other NEOs (other than Mr. Ahmed). Of the PSU awards granted to each NEO, 70% were comprised of EBITDA PSUs and 30% were comprised of TSR PSUs. These were the same equity mix ratios that the Compensation Committee approved for 2024 equity awards to our executives.

  43. 2025 Executive Compensation Highlights

    | TSR PSUs(1)EBITDA PSUs(2) RSUs(3) 15% 35% 50% 50% 6% 14% 80% 20% CEO Other NEOs* |

  44. 2025 Executive Compensation Highlights

    | (1) TSR PSUs: Shares subject to these PSU awards are earned and vest based on our relative total stockholder return (“relative TSR”) over a three-year performance period as compared to companies in a pre-determined index of medical device companies, with 100% of earned units vesting immediately after certification of the achievement level at the end of the three-year performance period (“TSR PSUs”). The number of TSR PSUs earned vary based on actual performance from 0% to 250% of the target number for our CEO and from 0% to 200% of the target number for our other NEOs, subject to a payout cap at the target level (corresponding to a payout of 100%) if the Company’s absolute TSR over the performance period is negative. (2) EBITDA PSUs: Shares subject to these PSU awards are earned and vest based on achievement against the Company’s three-year cumulative adjusted non-GAAP earnings before income tax, depreciation and amortization (“EBITDA”) at the end of 2027, with 100% of earned units vesting immediately after certification of the achievement level following the end of 2027 (“EBITDA PSUs”). The number of EBITDA PSUs earned vary based on actual performance from 0% to 250% of the target number for our CEO and from 0% to 200% of the target number for our other NEOs. (3) RSUs: Other than as noted below, shares subject to these RSU awards vest over a two-year period, with 50% vesting on the first anniversary of the vesting commencement date (January 17, 2025) and the remaining 50% vesting quarterly over the following year. For Ms. Gaeta’s new-hire RSU award and the one-time RSU award for Mr. Nash in connection with his promotion to EVP, R&D, Operations and Service, shares vest over a three-year period, with one-third vesting on the first anniversary of the grant date and the remaining two-thirds vesting quarterly over the following two years. |

  45. Preview of Certain 2026 Executive Compensation Actions

    Preview of Certain 2026 Executive Compensation Actions In early 2026, following consultation with Pearl Meyer, the Compensation Committee took certain actions with respect to executive officer and director compensation, including the following: • For 2026, the Compensation Committee determined not to change the annual base salaries or cash bonus opportunities (as a percentage of base salary) for our CEO or other executive officers as compared to the prior year, as they remained market competitive. • For 2026, the Compensation Committee generally maintained the overall structure of our annual cash bonus program but updated the performance goals to 50% revenue and 50% non-GAAP gross margin (replacing non-GAAP operating income) and added a required year-end corporate cash balance minimum as a gating criterion for bonus payments to be made. These updates were designed by the Compensation Committee to more closely align executive incentives with our stated financial priorities communicated to investors: revenue growth, gross margin improvement and profitability. The revenue metric continues to encourage top-line growth, while the shift to non-GAAP gross margin reflects the Compensation Committee’s focus on gross margin improvement and the profitability of our products and services. The Compensation Committee added a required year-end cash balance minimum to further encourage disciplined cash management and support our broader profitability and liquidity objectives. • To support retention priorities and leadership continuity, the Compensation Committee approved one-time cash retention bonuses payable in December 2026 (subject to continued employment through the payment date) for each of our current executive officers other than our CEO. The retention bonus amounts are $66,795 for Renee Gaeta, $106,620 for John Brottem, and $100,460 for Marc Nash, each in addition to regular 2026 annual cash bonus opportunities. • To further support retention and incentivize achievement of key cost-savings initiatives, the Compensation Committee also approved a separate one-time performance-based cash bonus for Mr. Nash tied to 2026 service efficiency and profitability goals. This bonus provides target payouts of $95,000 and $105,000 for the two goals, with no payment below 90% of target, linear scaling from 90% to 100% achievement, and an overachievement opportunity of 15% of incremental savings above target up to a cap of $100,000 in the aggregate, payable following year-end certification and subject to continued employment through the payment date.

  46. Linking Pay to Performance; Our Program Design

    RSUs(31%) Annual Base Salary (19%) Target Annual Cash Bonus (19%) PSUs(31%) 81% AT- Risk or Variable RSUs(43%) Annual Base Salary (31%) Target Annual Cash Bonus (15%) PSUs(11%) 69% AT- Risk or Variable (1) “Target annual pay” consists of each NEO’s (i) annualized 2025 base salary, (ii) target annual cash bonus opportunity for 2025 (expressed as a percentage of annualized base salary for 2025 and assuming a 100% payout, with no overachievement), and (iii) target values of annual equity awards granted to such NEO during 2025 (which were converted to share numbers using the methodology described below in the section entitled “2025 Equity Award Determinations”). For Mr. Nash, target annual pay reflects his annualized base salary at the end of 2025 (without proration for mid-year adjustments) and includes the one-time equity grant he received in connection with his promotion to EVP, R&D, Operations and Service. Ms. Gaeta has been excluded from the chart because she joined the Company in 2025 and her compensation mix is not representative of our regular annual executive compensation program due to her one-time new hire equity grants. Mr. Ahmed has also been excluded from the chart because he departed the Company in 2025 before annual equity awards were granted, and therefore his compensation mix is likewise not representative of our annual executive compensation program.

  47. Elements of Our Executive Compensation Program

    Elements of Our Executive Compensation Program For 2025, the material elements of compensation for our NEOs were base salary, annual cash bonuses tied to corporate performance goals, and equity-based compensation in the form of RSUs and PSUs. The following table outlines these principal elements, including the primary objectives of each element, any associated performance measures, and whether each element is categorized as “fixed,” “at-risk” or “variable” based on corporate performance (including stock price appreciation).

  48. Elements of Our Executive Compensation Program

    | Compensation Element | Form | Type | Primary Objectives | Performance Measures | | Base Salary | Cash | Fixed | • Provide base amount of market competitive pay to attract, retain and motivate an effective leadership team • Provide a predictable level of financial stability for our executives | Not applicable | | Annual Cash Incentive | Cash | At-risk | • Focus executives on key annual corporate financial goals • Motivate and reward performance in achievement of these goals • Create a “pay for performance” culture | Pre-established performance metrics based on achievement of two one-year financial goals (tied to revenue and non-GAAP operating income) | | Equity Incentive Awards | RSUs | Variable | • Attract, incentivize and retain executives through time-based multi-year vesting • Align interests of stockholders and executives by linking realized value to stock price performance • Focus our executives on performance that creates long-term value for our stockholders | Stock price appreciation | | | PSUs | At-risk | • Incentivize and retain executives • Focus executives on key corporate goals considered to be critical drivers of our growth and creation of long-term stockholder value • Motivate and reward performance that creates long-term value for our stockholders (no payout if performance measures are not met) • Align interests of stockholders and executives | Performance metrics based on achievement against two metrics: (1) a financial metric tied to our three-year non-cumulative adjusted non-GAAP EBITDA at the end of 2027 and (2) our relative stockholder return over a three-year performance period compared to companies in a pre-determined index of medical device companies |

  49. Our Executive Compensation Practices

    | WHAT WE DO: | WHAT WE DON’T DO: | | ✓ A significant majority of our NEOs’ annual target pay is at-risk or variable in the form of annual cash bonuses and long-term equity compensation tied to corporate performance and/or stock price appreciation ✓ Annual cash bonuses contingent on multiple pre-established financial performance metrics that align with key corporate goals intended to create long-term stockholder value, subject to a cap on payout ✓ PSUs tied to multiple performance metrics over multi-year performance periods ✓ Our short-term and long-term incentive programs are tied to different measures of performance ✓ Annual advisory vote for stockholders to approve NEO compensation ✓ Maintain a fully (100%) independent Compensation Committee ✓ Retain independent compensation consultant reporting directly to the Compensation Committee ✓ Annual executive compensation review (including market comparison against a relevant peer group) ✓ Annual risk assessment of compensation plans, policies and programs ✓ Meaningful stock ownership guidelines for our directors and executive officers ✓ Compensation recoupment (“clawback”) policy | ✗ No guaranteed bonuses or base salary increases ✗ No employment contracts that guarantee continued employment of our executive officers ✗ No excessive perquisites provided to our executive officers ✗ No “single trigger” change of control arrangements ✗ No repricing, cash-out or exchange of “underwater” stock options without stockholder approval ✗ No health, welfare or retirement plans for executive officers that are not available to all employees ✗ We prohibit our employees and directors from engaging in hedging or other speculative transactions in our securities, and from pledging our securities ✗ No dividend or dividend equivalent payments on unearned equity awards |

  50. Stockholder Advisory Votes on NEO Compensation

    Stockholder Advisory Votes on NEO Compensation Since 2022, we have held annual say-on-pay votes seeking advisory approval from our stockholders of the compensation of our named executive officers. As previously disclosed in our 2025 proxy statement, following our 2024 say on-pay vote, in late 2024, we initiated a stockholder outreach campaign where we sought input from our stockholders who held approximately 80% of our outstanding shares, with the primary goals of seeking feedback on our executive compensation program and to better understand the decrease in stockholder support reflected in the 2024 say-on-pay vote. As described in detail in our 2025 proxy statement, our Compensation Committee thoughtfully considered feedback from stockholders received during the course of this outreach and took certain responsive actions. Moreover, as part of the Compensation Committee’s continuing efforts to consider and incorporate stockholder feedback into our program design, the Compensation Committee added a cap to the TSR PSUs granted to NEOs in June 2025, limiting the maximum payout to 100% of target if the Company’s absolute TSR over the performance period is negative (regardless of the Company’s percentile rank relative to the comparator group). We believe the addition of this cap to the TSR PSUs reflects the Compensation Committee’s ongoing responsiveness to stockholder feedback and its commitment to strengthening the alignment of executive pay with long-term value creation for our stockholders.

  51. Role of the Compensation Committee and Management

    Role of the Compensation Committee and Management Our Board has delegated to the Compensation Committee responsibility for overseeing and administering our executive compensation program, including reviewing and approving or recommending the compensation of our CEO and other executive officers (including our NEOs). With respect to the compensation of our CEO, the Compensation Committee is charged with reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating our CEO’s performance in light of those goals, and determining, approving or recommending our CEO’s compensation based on this evaluation and other factors. Our Board approves the level of our CEO’s, base salary, target annual bonus and target annual equity award after considering the Compensation Committee’s recommendation. Our CEO does not participate in discussions regarding her own compensation. Our Compensation Committee also approves the compensation of our executive officers other than our CEO. In doing so, the Compensation Committee takes into account our CEO’s evaluation of each executive officer’s performance and her recommendations with respect to their compensation. While our Compensation Committee solicits and reviews our CEO’s recommendations and proposals with respect to compensation of our executive officers (other than her own), the Compensation Committee uses these recommendations and proposals as one of several factors in making such compensation decisions, and exercises its discretion in accepting, rejecting or modifying any such recommendations and proposals. In addition, from time to time, various members of management and other employees may be invited by the Compensation Committee to provide financial or other information or advice to the committee or otherwise participate in committee meetings. In setting executive compensation, the Compensation Committee considers a number of factors, including the recommendations of our CEO (other than with respect to herself), market data and competitive benchmarking assessments prepared by the Company’s independent compensation consultant (as discussed below in the section entitled “Benchmarking Comparison to Peer Group”), current and past total compensation, current equity holdings and the retention value thereof, overall forecast and budget considerations, current market conditions and the talent market environment, company performance and growth, the specific needs of the business at critical points in time, each executive’s role, criticality and relative scope of responsibility, individual performance and contributions, longevity and depth in role, overall experience and expertise, as well as internal equity considerations.

  52. Guidance from Independent Compensation Consultant

    Guidance from Independent Compensation Consultant In accordance with its written charter, the Compensation Committee has authority to retain or obtain the advice of an independent compensation consultant, legal counsel or other advisors to assist with the execution of its duties including as it relates to executive officer compensation. The Compensation Committee believes that working with an independent compensation consultant furthers its objectives to recruit and retain qualified executives, align their interests with those of our stockholders and help design compensation packages that will appropriately motivate and reward ongoing achievement of our business goals. The Compensation Committee engaged the services of Pearl Meyer as an independent executive compensation consultant to assist in its evaluation of executive and director compensation for 2025. At the request of the Compensation Committee, Pearl Meyer advised on principal aspects of our 2025 executive compensation program, including reviewing our executive compensation philosophy, developing a comparative group of peer companies, reviewing peer group trends with respect to levels and types of compensation elements, and performing competitive benchmarking assessments of executive officer compensation against our peer group and certain industry-specific survey data. In addition, Pearl Meyer reviewed and benchmarked our non-employee director compensation policy, reviewed competitive market practices and trends for equity compensation of our non-executive employees, conducted pay for performance assessments with respect to our 2025 CEO compensation, and provided support on other ad hoc matters throughout the year. Pearl Meyer is retained by and continues to report to the Compensation Committee and, at the request of the committee, participates in committee meetings. Based on consideration of the various factors set forth in applicable Nasdaq and SEC rules, the Compensation Committee does not believe that its relationship with Pearl Meyer and the work of Pearl Meyer on behalf of the Compensation Committee have raised any conflicts of interest. The Compensation Committee reviews these factors and receives written confirmation from Pearl Meyer stating its belief that it remains an independent compensation consultant to the Compensation Committee.

  53. Benchmarking Comparison to Peer Group

    Benchmarking Comparison to Peer Group In order to obtain a broad view of compensation practices among industry peers and competitors for executive talent, and to help design a competitive executive compensation program to attract, motivate and retain effective leadership, our Compensation Committee worked closely with Pearl Meyer to identify an appropriate group of comparable publicly traded peer companies against which to benchmark our 2025 executive officer compensation. In selecting the peer group to be used to help guide 2025 executive compensation decisions, the Compensation Committee, in consultation with Pearl Meyer, reviewed and updated the peer group selection criteria designed to capture a meaningful cross-section from which to benchmark executive officer compensation as follows:

  54. Benchmarking Comparison to Peer Group

    | Step | Criteria | | Starting Pool | An initial group of U.S.-based public companies traded on a major exchange was identified | | Filtering Criteria | The initial group was filtered to focus on companies operating in comparable industries, with comparable revenue, market capitalization and full-time employee headcount generally within the following ranges: • Trailing 12-month revenue ranging from $50 million to $450 million • 6-month average market capitalization ranging from $50 million to $650 million • 150 to 1,500 full-time employees | | Selection Criteria | Peer companies meeting the above filtering criteria were prioritized and selected using selection criteria based on geography (west-coast based companies), sector (technology-driven capital equipment or device providers), and comparison to proxy advisor peer groups |

  55. Benchmarking Comparison to Peer Group

    | 2026 Proxy Statement | 39 |

  56. Benchmarking Comparison to Peer Group

    Due to significant changes in the Company’s profile in the latter months of 2024, in particular, a decline in our stock price and market capitalization, in July 2024, the Compensation Committee, in consultation with Pearl Meyer, conducted a comprehensive review of our peer group. To improve alignment with the Company’s then-current size and profile, the Compensation Committee narrowed the market capitalization filtering criteria range used for peer selection to $50 million to $650 million (revised from the prior $350 million to $3.5 billion). As a result, the Compensation Committee removed ten companies – three of which were acquired during 2024, and seven of which exceeded the updated market capitalization range (with market capitalizations above $1 billion). To maintain our target peer group size, the Compensation Committee added nine companies that met the updated market capitalization criteria and that also had revenue and full-time employee headcount within our filtering criteria ranges. Following this comprehensive review, in July 2024, our Compensation Committee approved the following peer group of companies for evaluating 2025 executive officer compensation (the “2025 peer group”):

  57. Benchmarking Comparison to Peer Group

    | | 2025 Peer Group | | | Accuray Incorporated* | Neuronetics, Inc.* | Pulmonx Corporation | | Adaptive Biotechnologies Corporation* | NeuroPace, Inc.* | SI-BONE, Inc. | | AngioDynamics, Inc.* | Nevro Corp.* | Sight Sciences, Inc.* | | Butterfly Network, Inc.* | Pacific Biosciences of California, Inc. | Tactile Systems Technology, Inc. | | CareDx, Inc. | Paragon 28, Inc. | Treace Medical Concepts, Inc. | | Inogen, Inc.* | PROCEPT BioRobotics Corporation | |

  58. Benchmarking Comparison to Peer Group

    * Companies marked with an “*” are new additions to the 2025 peer group (i.e., they were not included in the 2024 peer group). The Compensation Committee reviews our peer group on an annual basis to make adjustments if warranted based on changes in both our business and the businesses of the companies in our peer group, while typically maintaining year-over-year continuity in the list for comparability of competitive analysis. As described above, in July 2024, the Compensation Committee, in consultation with Pearl Meyer, undertook a comprehensive review and made the following changes to the 2024 peer group in determining the 2025 peer group: • Removed Axonics, Inc., NanoString Technologies, Inc. and Silk Road Medical, Inc., each of which was acquired during 2024; • Removed AtriCure, Inc., Glaukos Corporation, STAAR Surgical Company, TransMedics Group, Inc. and Veracyte, Inc., each of which exceeded the updated market capitalization filtering criteria range; • Removed Inari Medical, Inc. and iRhythm Technologies, Inc., each of which exceeded both the updated market capitalization and revenue filtering criteria ranges; and • Added eight healthcare equipment companies and one life sciences tools and services company (marked with an “*” in the table above), each of which fell within our revenue, market capitalization and full-time employee headcount filtering criteria ranges, in order to replace the removed companies and maintain a similarly sized peer group. In early 2025, Pearl Meyer prepared reports summarizing a benchmarking review and assessment of our executive compensation program, including base salary, annual incentive bonus and equity award levels for our NEOs as compared to our 2025 peer group and certain industry-specific survey data. The Compensation Committee considered these reports, among other factors, in determining the size, components and mix of compensation elements for the NEOs in 2025.

  59. Benchmarking Comparison to Peer Group

    | 2026 Proxy Statement | 40 |

  60. Benchmarking Comparison to Peer Group

    Our Compensation Committee believes competitive market data is a useful tool in its deliberations to help design an executive compensation program that is competitive in relation to our peers, enabling us to attract, motivate and retain a qualified leadership team. The Compensation Committee generally considers the 25th, 50th and 75th percentiles of market data, and makes individual compensation decisions based on comparable positions at our peer group. However, the Compensation Committee does not rely solely on competitive market data to determine any element of executive compensation or overall compensation. In making executive compensation decisions, the Compensation Committee considers a number of additional factors, including those discussed above in the section entitled “Role of the Compensation Committee and Management” as well as below in the section entitled “Elements of NEO Compensation and 2025 Determinations.” Elements of NEO Compensation and 2025 Determinations The principal elements of our NEOs’ 2025 compensation consisted of cash compensation in the form of base salary and annual cash bonuses tied to corporate performance goals, as well as equity-based compensation in the form of RSUs and PSUs. Each of these compensation elements is discussed in further detail below, including a description of how it fits into our overall executive compensation program and a discussion of the amounts of compensation paid or awarded to our NEOs during 2025 under each of these elements. In addition, our NEOs are eligible to participate in our standard retirement, health and welfare and other available employee benefit plans on the same basis as our other employees. We also maintain severance and change in control arrangements with our executive officers (including our NEOs) as described below.

  61. Base Salary

    Base Salary Base salary represents the fixed portion of our executive officers’ compensation, which we view as an important element to attract and retain an effective leadership team. As the only fixed component of our executive compensation program, base salaries are also intended to provide our executives with a reasonable degree of financial stability, predictability and security of compensation. Our Compensation Committee generally reviews and determines the base salaries of our executive officers on an annual basis, as well as upon hire of a new executive and upon promotion to an executive position. In setting base salaries, the Compensation Committee generally considers competitive market data for comparable positions within our peer group and certain industry-specific survey data, while also taking into consideration other factors including current and past total compensation, each executive’s role, criticality and relative scope of responsibility, individual performance and contributions, longevity and depth in role, overall experience and expertise, company performance and growth, retention priorities, operating budget considerations and cost reduction initiatives, as well as the recommendations of our CEO (other than with respect to herself). As part of its annual review of executive compensation levels in early 2025, the Compensation Committee reviewed the base salaries of our NEOs (excluding Ms. Gaeta, who joined the Company later in the year), including an assessment of market data prepared by Pearl Meyer based on our 2025 peer group and certain industry-specific survey data. Based on this review, the Compensation Committee approved the base salary increases shown in the table below. As further described below, the increase for Mr. Nash reflects both the annual adjustment and an additional increase approved later in the year in connection with his promotion. In determining these annual increases for NEO base salaries, the Compensation Committee considered competitive market benchmark data and internal equity considerations. The Compensation Committee generally targets the 50th percentile of market data for comparable positions within our 2025 peer group and certain industry-specific survey data, but retains discretion to set base salaries above or below this level based on individual and Company-specific factors. The Compensation Committee also considered individual performance and contributions, current and anticipated responsibilities and scope expansion, and the importance of retaining strong and stable leadership during a critical time for the Company in a competitive talent market. In evaluating the appropriateness of 2025 base salary adjustments, the Compensation Committee further took into account that executive base salaries were not increased in 2024 due to cost reduction efforts (other than in the case of Mr. Nash, whose 2024 increase was approved in connection with his promotion and expanded responsibilities).

  62. Base Salary

    (1) Ms. Gaeta’s annual base salary was determined by our Compensation Committee when she joined the Company in June 2025 in connection with a recruitment and hiring process, taking into consideration various factors including market data prepared by Pearl Meyer for Chief Financial Officer positions based on our 2025 peer group, the scope of her role, her qualifications and prior experience, as well as the recommendation of our CEO. The amount reported for 2025 reflects her annualized base salary and has not been adjusted to reflect her partial year of service. (2) Mr. Brottem’s annual base salary increase was determined by our Compensation Committee after considering competitive market benchmark data and internal equity considerations and noting that his prior salary was below the 50th percentile of market data for comparable positions within our 2025 peer group. The Committee also considered that Mr. Brottem’s base salary was not increased in 2024 due to cost reduction efforts and determined that a larger adjustment was appropriate in order to better align his base salary with market levels. (3) Mr. Nash’s annual base salary was increased from $400,000 to $415,000, representing an increase of 3.8%, in connection with the Compensation Committee’s annual review of executive compensation levels in early 2025. Effective August 25, 2025, the Compensation Committee approved an additional increase in Mr. Nash’s annual base salary from $415,000 to $470,000, representing an additional increase of 13.3%, in connection with his promotion to EVP, R&D, Operations and Service, taking into consideration a number of factors, including the expanded scope of his role to include oversight of the field service team, market data prepared by Pearl Meyer for comparable positions based on industry-specific survey data, his qualifications and prior experience, internal equity considerations, as well as the recommendation of our CEO. (4) Mr. Ahmed departed the Company in June 2025. The amount reported for 2025 reflects his annualized base salary and has not been adjusted to reflect his partial year of service.

  63. Annual Cash Incentive

    Annual Cash Incentive We provide our executives with short-term incentive compensation through our annual cash bonus program. Consistent with our executive compensation philosophy, our annual incentive program is designed to focus our employees (including our executives) on key strategic corporate goals and motivate and reward performance in achievement of these goals, helping to create a goal-oriented and “pay for performance” environment. We believe that company-wide goals help foster effective cross-functional performance and a culture of collaboration, in furtherance of our philosophy that we drive for success as a team, not as individuals. Our annual cash bonus program provides cash incentive award opportunities based on the level of achievement of key financial performance goals established by our Compensation Committee at the beginning of the fiscal year. Payout varies depending on company performance as compared to the threshold and target performance goals established by the Compensation Committee. Our bonus program is designed to pay above-target bonuses when we exceed our target annual corporate objectives and below-target bonuses when we do not meet these objectives, with no payout in the event that we fail to meet any of the threshold objectives. Target annual cash bonus opportunities for our NEOs were set by our Compensation Committee as a percentage of their respective base salaries. In connection with its annual review of our executives’ compensation in early 2025, our Compensation Committee reviewed the 2025 bonus targets of our NEOs (excluding Ms. Gaeta), taking into consideration market data prepared by Pearl Meyer based on our 2025 peer group and certain industry-specific survey data, each executive’s scope of responsibilities and individual and company performance, as well as the recommendation of our CEO (except with respect to herself), with a view towards generally maintaining consistent bonus percentages amongst our

  64. Annual Cash Incentive

    | 2026 Proxy Statement | 42 |

  65. Annual Cash Incentive

    non-CEO executive officers. Based on this analysis, the Compensation Committee decided not to change the NEOs’ 2025 bonus target percentages as compared to the prior year, as they remained market competitive. The following table sets forth the bonus targets (as a percentage of annual base salary) for each NEO during 2025, which were unchanged from the prior year, as reflected below:

  66. Annual Cash Incentive

    | Name: | 2024 Bonus Target Percentage | 2025 Bonus Target Percentage | Increase | | Leslie Trigg | 100% | 100% | — | | Renee Gaeta(1) | — | 50% | N/A | | John Brottem | 50% | 50% | — | | Marc Nash | 50% | 50% | — | | Nabeel Ahmed(2) | 50% | 50% | — |

  67. Annual Cash Incentive

    (1) Ms. Gaeta’s bonus target was determined by our Compensation Committee when she joined Outset in June 2025 in connection with a recruitment and hiring process, after consideration of various factors including competitive market data, the scope of her role, her qualifications and prior experience, as well as the recommendation of our CEO. Her annual bonus was prorated based on the length of his employment during 2025. (2) Mr. Ahmed was not eligible to receive a payout under our 2025 bonus program because he departed the Company during 2025. Corporate Performance Goals The payment of awards under our 2025 annual cash bonus program applicable to our NEOs was subject to the attainment of two pre-established corporate performance goals relating to the Company’s financial performance, which we refer to as “performance goals.” These performance goals were approved by our Compensation Committee in February 2025. As compared to our prior year cash bonus program, when designing the 2025 annual cash bonus program, the Compensation Committee reduced the number of performance goals from four to two, with two pre-established performance goals tied to 2025 revenue and 2025 non-GAAP operating income, each weighted 50%. For each performance goal, payouts ranged from 20% (at threshold performance) to 100% (at target performance) and up to a maximum of 200%. In restructuring the annual cash bonus program for 2025 were, the Compensation Committee intended to streamline and balance the program, place greater emphasis on direct financial metrics and further align, focus and incentivize our executives to prioritize the Company’s most critical financial goals of driving revenue growth, managing operating expenses and achieving cashflow breakeven. By reducing the number of performance goals from four to two, a shortfall in one goal would have a greater impact on the overall payout, as there are fewer goals to offset underperformance. Our Compensation Committee believed these changes would create stronger alignment between payout and the achievement of both key financial goals, helping to ensure that our executives are incentivized to consistently perform well on both financial metrics. Our Compensation Committee established “threshold” and “target” achievement levels for each performance goal with resulting payouts for each such goal ranging from 20% (at threshold) to 100% (at target), plus an overachievement opportunity for achievement levels above target up to a maximum of 200% for each performance goal. As compared to our prior year cash bonus program, our Compensation Committee determined to expand the achievement spectrum by adjusting the threshold for each performance goal to 20% (down from 50%) to allow for a greater range of performance to be recognized and support retention objectives. Our Compensation Committee designed these threshold and target corporate performance goals for 2025 to (i) be challenging, but attainable with superior performance as well as focused effort and execution by our executives, (ii) appropriately drive successful execution of key financial objectives, namely driving revenue growth, managing operating expenses and advancing toward cashflow breakeven, and (iii) support long-term stockholder value creation by aligning executive pay with disciplined financial performance consistent with our overall growth strategies.

  68. Annual Cash Incentive

    | 2026 Proxy Statement | 43 |

  69. Annual Cash Incentive

    Each performance goal was weighted according to the Compensation Committee’s assessment of its relative importance to achieving our key 2025 financial objectives and its expected contribution to long-term stockholder value. In order to incentivize and proportionately reward exceptional above-target performance of each goal, while balancing fiscal responsibility and the desire to discourage excessive risk taking by our executives, the Compensation Committee allowed for overachievement opportunities for each goal based on pre-determined payout slopes, while capping payouts for each goal at a maximum of 200% of the target bonus opportunity that relates to such goal. 2025 Cash Bonus Plan Design and Payouts In February 2026, our Compensation Committee, based on achievement of our 2025 corporate performance goals, approved overall payouts under our 2025 annual cash bonus program equal to 39% of each NEO’s target bonus opportunity. This overall payout was the result of below-target performance on each of the revenue and non-GAAP operating income goals. The table below summarizes (i) the design of our 2025 cash bonus program, including the weighting, as well as threshold, target and maximum achievement levels, for each corporate performance goal, (ii) actual achievement and corresponding payout levels at 2025 year-end with respect to each corporate performance goal, and (iii) the total payout level under the 2025 cash bonus program.

  70. Annual Cash Incentive

    | | | | | | Actual Achievement | | | | Corporate Performance Goal | Weighting | Threshold: 20% Payout(1) | Target: 100% Payout(1) | Maximum 200% Payout(1) | Attainment at 2025 Year-End | Payout Level | Weighted Payout | | Revenue (2025) | 50% | $114.0 million | $131.4 million | $144.5 million | Below target $119.5 million | 44% | 22% | | Operating income (non-GAAP 2025) | 50% | $(51.6) million | $(44.9) million | $(40.4) million | Below target $(50.5) million(2) | 34% | 17% | | | | | | | Total payout: | | 39% |

  71. Annual Cash Incentive

    (1) For each performance goal (i) achievement below threshold results in no payout for such goal and (ii) payouts scale linearly from 20% to 100% for achievement between threshold and target levels and from 100% to a cap of 200% for achievement between target and maximum levels. Payout for any individual performance goal is capped at a maximum of 200%. (2) Appendix A includes a reconciliation of operating income as prepared and presented under GAAP to non-GAAP operating income. The following table summarizes the 2025 target bonus opportunities (assuming 100% payout at target) for each NEO, as well actual cash bonus amounts earned by each NEO during 2025 under our cash bonus program that were paid in April 2026.

  72. Annual Cash Incentive

    | Name:(1) | Actual Base Salary Paid in 2025 ($)(2) | 2025 Bonus Target Percentage (%) | 2025 Target Bonus Opportunity at 100% Payout ($) | 2025 Actual Bonus Payout Level (%) | 2025 Actual Bonus Amount ($)(3) | | Leslie Trigg | 755,166 | 100% | 755,166 | 39% | 294,515 | | Renee Gaeta | 276,923 | 50% | 138,462 | 39% | 54,000 | | John Brottem | 466,595 | 50% | 233,298 | 39% | 90,986 | | Marc Nash | 432,577 | 50% | 216,289 | 39% | 84,353 |

  73. Annual Cash Incentive

    (1) Mr. Ahmed is excluded from the table as he departed the Company during 2025 and was therefore not eligible to receive a payout under our 2025 cash bonus program. (2) Ms. Gaeta joined the Company on June 3, 2025 and this amount reflects her partial year of service. Mr. Nash’s base salary was increased from $415,000 to $470,000 effective August 25, 2025 in connection with his promotion and expanded scope of responsibilities. Actual cash bonus amounts earned by each NEO during 2025 were calculated based on such NEO’s actual salary paid during 2025, multiplied by the product of (i) such NEO’s 2025 bonus target percentage and (ii) the actual bonus payout level (39%).

  74. Annual Cash Incentive

    | 2026 Proxy Statement | 44 |

  75. Equity Incentive Awards

    Equity Incentive Awards Our equity-based compensation is intended to attract, motivate and retain our executive officers, align the interests of our executive officers with the interests of our stockholders and focus our executive officers on performance that creates long-term value for our stockholders, using a mix of both time-based vesting and performance-based vesting. We typically grant equity awards to executive officers on an annual basis, as well as upon hire of a new executive and upon promotion to an executive position. We do not intend to time, and in 2025 did not time, the release of material non-public information based on equity grant dates or for the purpose of affecting the value of our equity incentive awards. In addition, we did not grant stock options or stock appreciation rights in 2025, and the purchase dates under our Employee Stock Purchase Plan occur on pre-established, fixed dates. 2025 Equity Award Types During 2025, we granted equity-based compensation to our NEOs (excluding Mr. Ahmed) in the form of RSUs and PSUs. Key elements of equity awards granted to our NEOs during 2025, including the target mix of annual awards and vesting schedules, are summarized in the following table:

  76. Equity Incentive Awards

    | | | Target Equity Mix(1) (% of Annual Equity Award) | | | | | Equity Award Type | Recipients(2) | CEO | Other NEOs | At-Risk or Variable | Vesting(3) | | RSUs | All NEOs | 50% | 80% | Variable: Value varies based on stock price performance | Time-based vesting as follows: (1) over two years, with 50% vesting on the first anniversary of the vesting commencement date (January 17, 2025) and the remaining 50% vesting quarterly over the following year and (2) in the case of Ms. Gaeta's new-hire RSU award and the one-time RSU award for Mr. Nash in connection with his promotion to EVP, R&D, Operations and Service, over three years, with one third vesting on the first anniversary of the grant date and the remaining two thirds vesting quarterly over the following two years | | PSUs | All NEOs | 50%(4) | 20%(4) | At-risk: No payout if threshold performance measure is not met | Performance-based vesting, with PSUs earned and vesting based on achievement against two separate metrics tied to: (1) the Company's three-year cumulative adjusted non-GAAP EBITDA measured at the end of the second full year following the year in which the awards were granted and (2) relative TSR measured at the end of a three-year performance period |

  77. Equity Incentive Awards

    (1) Percentages are based on the target value of each award type as described below in the section entitled “2025 Equity Award Determinations.” (2) Mr. Ahmed did not receive any equity awards in 2025 because he departed the Company prior to the annual executive equity grants made in June 2025. (3) All vesting is subject to continued service through the applicable vesting date(s). (4) Of the annual PSU awards granted to each NEO, 70% were comprised of EBITDA PSUs and 30% were comprised of TSR PSUs.

  78. Design of 2025 PSUs

    Design of 2025 PSUs In designing the PSUs awarded to the NEOs in 2025, the Compensation Committee, in consultation with Pearl Meyer, retained certain features from the 2024 PSU program, including the granting of TSR PSUs, while implementing design enhancements to better align the program with the Company’s key financial goals and long-term stockholder value creation strategy. Most notably, to place greater emphasis on a direct financial metric aligned with the Company’s key objectives of driving revenue growth and progressing toward profitability – and to further reinforce alignment between executive incentives and long-term stockholder value creation – the Compensation Committee replaced the prior-year operational metric (the number of patients treating at home on Tablo) with a financial metric tied to the Company’s three-year cumulative adjusted non-GAAP EBITDA, and granted EBITDA PSUs to our NEOs as described below. In addition, for the

  79. Design of 2025 PSUs

    | 2026 Proxy Statement | 45 |

  80. Design of 2025 PSUs

    TSR PSUs granted to NEOs in 2025, the Compensation Committee maintained performance and vesting terms substantially consistent with those granted in 2024, with one key refinement informed by feedback received from stockholders during the Company’s outreach efforts initiated in late 2024. Specifically, the Compensation Committee added a cap to the 2025 TSR PSUs, limiting the maximum payout to 100% of target if the Company’s absolute TSR for the performance period is negative, regardless of the Company’s percentile rank relative to the comparator group. The table below summarizes key features of the two types of PSUs awarded to the NEOs in 2025, and the Compensation Committee’s rationale:

  81. Design of 2025 PSUs

    | | EBITDA PSUs | TSR PSUs | Rationale | | Performance metrics | Non-GAAP cumulative EBITDA | Relative TSR compared to companies in the Russell 2000 Medical Device Index | • Cumulative adjusted non-GAAP EBITDA is a direct measure of the Company’s progress toward its key financial objectives of driving revenue growth and advancing toward profitability, which the Compensation Committee determined would help focus and incentivize executives to drive sustained operational execution and financial performance over the performance period, supporting the Company’s long-term success and creation of stockholder value. • Relative TSR, in addition to being a common incentive metric amongst peer group companies, is an effective measure of the Company’s long-term success and creation of stockholder value as compared to a pre-determined index of medical device companies which the Compensation Committee determined to be most comparable in sector and company size. The relative nature of the metric helps normalize external macroeconomic factors that fall outside of management’s control. • The use of multiple metrics (one absolute and one relative) helps balance the PSU structure, focusing executives and incentivizing and rewarding performance based on more than a single metric. | | Weighting | 70% | 30% | • The Compensation Committee determined the split between EBITDA PSUs and TSR PSUs based on relative importance of each metric to the Company’s short-term and long-term success and strategy, with greater emphasis on EBITDA as a critical financial metric due to its central role in driving revenue growth, advancing profitability, and aligning executive incentives with the Company’s long-term creation of stockholder value. | | Payout scale and maximum | 0% to 250% (CEO) 0% to 200% (other NEOs) | 0% to 250% (CEO)(1) 0% to 200% (other NEOs)(1) | • Incentivizes and proportionately rewards exceptional above-target performance, while discouraging excessive risk-taking by our executives. | | Performance period and vesting | Performance period of three years ending on December 31, 2027), with 100% of earned units vesting upon certification of achievement following the performance period | Three-year performance period (June 10, 2025 through June 10, 2028), with 100% of earned units vesting upon certification of achievement following the performance period | • To maintain consistency with prior-year awards and support retentive value and risk management, the Compensation Committee retained performance periods of three years. The Compensation Committee determined that these multi-year performance periods provide an appropriate time horizon for measuring performance, balancing the one-year annual cash bonus program with the two- or three-year vesting of time-based RSUs, and creating an overall executive compensation program designed to align executive pay with both the short-term and long-term performance of the Company. |

  82. Design of 2025 PSUs

    Payout is capped at 100% of target if the Company’s absolute TSR for the performance period is negative, regardless of the Company’s percentile rank relative to the comparator group.

  83. Design of 2025 PSUs

    | 2026 Proxy Statement | 46 |

  84. Design of 2025 PSUs

    EBITDA PSUs: Of the PSUs awarded to our NEOs in 2025, 70% were comprised of EBITDA PSUs. The EBITDA PSUs awarded to our NEOs during 2025 may become earned and vested based on achievement against a financial metric tied to the Company’s three-year cumulative adjusted non-GAAP EBITDA as of the end of 2027, with 100% of earned units vesting upon certification of the requisite achievement level following the end of 2027, subject to continued service through the vesting date. The number of EBITDA PSUs earned at the end of the three-year performance period ending December 31, 2027 (“Earned EBITDA Units”) varies based on actual performance from 0% to 250% in the case of our CEO and from 0% to 200% in the case of our other NEOs. The table below summarizes the payout opportunities for the EBITDA PSUs:

  85. Design of 2025 PSUs

    | | Non-GAAP Cumulative Adjusted EBITDA at end of 2027 | Earned EBITDA Units | | Level of Achievement | (as a Percentage of 3-Year Target)(1) | (as a Percentage of Target) | | Below Threshold | Less than 85% | 0% | | Threshold | 85% | 50% | | Target | 100% | 100% | | Above Target | Each additional $1,000,000 above target | Additional 2.97%, up to a maximum of 250% (for our CEO) or 200% (for our other NEOs) |

  86. Design of 2025 PSUs

    (1) Payouts scale linearly for achievement between threshold and target levels and for achievement between target and maximum levels. The Compensation Committee approved a three-year performance period for the 2025 EBITDA PSUs, with adjusted non-GAAP EBITDA targets to be set annually for each of the three reference years (2025, 2026 and 2027). The 2025 target was established by the Compensation Committee in June 2025 at the time the EBITDA PSUs were granted, the 2026 target was established in February 2026, and the 2027 target will be established in early 2027, aligned with the Company’s operating plan for each such year. Each annual target is set at a level the Compensation Committee believes is challenging but reasonably achievable with superior performance, designed to appropriately incentivize the NEOs. The three annual targets will be aggregated to determine the cumulative three-year adjusted non-GAAP EBITDA target against which performance will be measured at the end of the performance period. Following the end of each reference year, the Compensation Committee will certify actual adjusted non-GAAP EBITDA performance for that year, and at the conclusion of the three-year performance period, the Compensation Committee will certify cumulative performance over the full period and the extent to which the PSUs are earned based on such cumulative performance. No PSUs are earned until the Compensation Committee certifies the cumulative performance results following the end of the performance period. The Compensation Committee sets targets on an annual basis to incorporate the most current business conditions and financial outlook for each year, while measuring performance on a single cumulative three-year basis to maintain long-term alignment. As the Compensation Committee believes it does not have sufficient visibility to set a meaningful three-year cumulative non-GAAP EBITDA target in advance, annual target-setting allows the Compensation Committee to establish rigorous yet reasonably achievable goals while linking awards to sustained performance over the full three-year period. This approach supports consistent execution across all three years and reduces the impact of year-to-year volatility on potential payouts, while maintaining strong alignment between executive incentives and the Company’s long-term performance and stockholder value creation. TSR PSUs: Of the PSUs awarded to our NEOs in 2025, 30% were comprised of TSR PSUs. The TSR PSUs awarded to our NEOs during 2025 may become earned and vested based on our relative TSR over a three-year performance period (beginning June 10, 2025 and ending June 10, 2028) as compared to companies included in the Russell 2000 Medical Device Index as of June 10, 2025, with 100% of earned units vesting upon certification of the requisite achievement level following the end of the performance period, subject to continued service through the vesting date. The number of TSR PSUs earned at the end of the three-year performance period ending June 10, 2028 (“Earned TSR Units”) will vary based on actual performance from 0% to 250% in the case of our CEO and from 0% to 200% in the case of our other NEOs. The table below summarizes the payout opportunities for the TSR PSUs:

  87. Design of 2025 PSUs

    | 2026 Proxy Statement | 47 |

  88. Design of 2025 PSUs

    | Level of Achievement | TSR Percentile(1) | Earned TSR Units (as a Percentage of Target) | | Below threshold | Less than 25th percentile | 0% | | Threshold | 25th percentile | 50% | | Target | 50th percentile | 100% | | Maximum | 75th percentile or above | 250% for our CEO; 200% for our other NEOs(2) |

  89. Design of 2025 PSUs

    Payouts scale linearly for achievement between threshold and target levels and for achievement between target and maximum levels. (2) In each case, payout is capped at 100% of target if the Company’s absolute TSR for the performance period is negative, regardless of the Company’s percentile rank relative to the comparator group. 2025 Equity Award Determinations For equity awards granted to our NEOs during 2025, the Compensation Committee approved the total target value of equity awards for each NEO, and then allocated such target value as applicable between RSUs and PSUs (and between EBITDA PSUs and TSR PSUs) to achieve the desired target equity award mix. As approved by the Compensation Committee, to determine the total number of shares underlying each RSU and PSU award, the target value of the stock award was divided by the average closing price of a share of our common stock over 20 trading days ending on the last trading day preceding the grant date. For the actual grant date fair values of the equity awards granted to our NEOs in 2025, computed in accordance with ASC 718, please see the “Stock Awards” column of the 2025 Summary Compensation Table below. The terms of the RSUs and PSUs are described above in “2025 Equity Award Types.”

  90. Annual Equity Grants

    Annual Equity Grants In setting the target equity award values of the annual executive grants, the Compensation Committee considered a broad range of factors. These included competitive market data prepared by Pearl Meyer based on our peer group and certain industry-specific survey data, each executive’s scope of responsibilities, individual contributions and performance, and the importance of retaining strong and stable leadership during a critical period for the Company in an increasingly competitive talent market. The Compensation Committee also considered the size and value of prior year awards (including as a percentage of common shares outstanding), as well as the recommendations of our CEO (except with respect to herself). The Compensation Committee also evaluated the impact of the annual executive equity awards on the Company’s available share reserve under its equity plan. Although these annual awards were granted on June 10, 2025, shortly after stockholders approved an increase to the plan’s share reserve at the annual meeting of stockholders held on June 2, 2025, the Compensation Committee has remained focused on managing the pool prudently to help ensure its sufficiency for future needs, particularly in light of potential stock price volatility. As a result, the Compensation Committee calibrated the 2025 award levels to balance competitive market positioning, retention priorities and long-term sustainability of the share reserve.

  91. New Hire and Promotion Equity Grants

    New Hire and Promotion Equity Grants Ms. Gaeta’s new hire equity awards were approved by the Compensation Committee when she joined Outset in June 2025 and were determined in connection with a recruitment and hiring process. In setting the value of these awards, the Compensation Committee considered market data prepared by Pearl Meyer, the scope of her role, her qualifications and prior experience, as well as the recommendation of our CEO. Consistent with the target mix used for annual grants to NEOs other than our CEO, Ms. Gaeta’s equity awards were delivered 50% in RSUs and 50% in PSUs, with the PSU portion allocated 70% to EBITDA PSUs and 30% to TSR PSUs, in each case vesting as described in the table above in the section entitled “Equity Award Types.” In addition to receiving his annual equity grant in June 2025, Mr. Nash received an additional award in connection with his promotion to EVP, R&D, Operations and Service in August 2025. In setting the target equity award value of this promotion award, the Compensation Committee considered the expanded scope of his role, including oversight of the field service team, the value of awards granted to him earlier in the year, his qualifications and prior experience, and the

  92. New Hire and Promotion Equity Grants

    | 2026 Proxy Statement | 48 |

  93. New Hire and Promotion Equity Grants

    recommendation of our CEO. Consistent with the target mix used for annual grants to NEOs other than our CEO, Mr. Nash’s promotion grant was delivered 50% in RSUs and 50% in PSUs, with the PSU portion allocated 70% to EBITDA PSUs and 30% to TSR PSUs, in each case vesting as described in the table above in the section entitled “Equity Award Types.”

  94. 2025 Equity Awards for NEOs

    2025 Equity Awards for NEOs Taking into consideration all of the above factors, the Compensation Committee approved awarding the following equity awards to our NEOs in 2025, including annual grants awarded on June 10, 2025 and new hire or promotion grants awarded outside the regular annual grant cycle.

  95. 2025 Equity Awards for NEOs

    | | Annual Awards | | | | New Hire / Promotion Awards | | | | | Name:(1) | Aggregate Target Value | Number of RSUs | Number of EBITDA PSUs | Number of TSR PSUs | Aggregate Target Value | Number of RSUs | Number of EBITDA PSUs | Number of TSR PSUs | | Leslie Trigg | $2,457,000 | 65,103 | 45,572 | 19,531 | — | — | — | — | | Renee Gaeta | — | — | — | — | $3,100,000 | 131,425 | 22,999 | 9,857 | | John Brottem | $849,000 | 35,993 | 6,299 | 2,699 | — | — | — | — | | Marc Nash | $700,000 | 29,676 | 5,193 | 2,226 | $100,000 | 5,617 | 983 | 421 |

  96. 2025 Equity Awards for NEOs

    (1) Mr. Ahmed is excluded from table as he did not receive any equity awards in 2025 because he departed the Company prior to the annual executive equity grants made in June 2025. Please see below the table entitled “Outstanding Equity Awards at 2025 Fiscal Year-End” for a summary of the outstanding stock option and stock awards held by each of our NEOs as of December 31, 2025, including a summary of the applicable vesting terms. 2024 PRSU Achievement Levels As previously disclosed, based on our non-GAAP operating income performance for fiscal year 2024, which exceeded the 2024 non-GAAP operating income target that was set in 2024 for the one-time special retention PSU awards granted to executives in 2024 (the “2024 PRSUs”), 50% of the 2024 PRSUs were earned and vested upon the Compensation Committee’s certification of the achievement level in January 2025. Based on our non-GAAP operating income performance for fiscal year 2025, which fell below the 2025 non-GAAP operating income target for the 2024 PRSUs that was set in early 2025, the Compensation Committee determined that the remaining 50% of the 2024 PRSUs was not earned. Accordingly, the unearned 50% of the 2024 PRSUs remains outstanding and eligible for vesting over the remainder of the performance period ending December 31, 2026 based solely on achievement of pre-established stock price thresholds. The non-GAAP operating income targets were intended to be based on meaningful targets that would be challenging, but reasonably achievable with superior performance.

  97. Change in Control and Severance Agreements

    Change in Control and Severance Agreements During 2025, we were party to Change in Control and Severance Agreements with each of our NEOs that provide for severance benefits upon certain qualifying terminations of employment with the Company. Our Compensation Committee believes that these types of arrangements serve to minimize the distraction caused by a potential separation, including in connection with a potential transaction, encourage retention through the conclusion of a transaction, enable our executives to focus on continuing normal business operations and on the success of a potential business combination, and help ensure stability and leadership continuity during a potentially uncertain period. Furthermore, our Compensation Committee believes these arrangements are important for attracting and retaining executive talent, as many of the companies with which we compete for executive talent have similar agreements in place for their senior management. A description of these arrangements is set forth below in the section entitled “Additional Narrative Disclosure – Change in Control and Severance Arrangements.”

  98. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table shows information regarding the compensation awarded or paid to, or earned by, our NEOs for services performed in 2023, 2024 and 2025.

  99. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(7) | Total ($) | | Leslie Trigg | 2025 | 755,166 | — | 2,197,882(4) | — | 294,515 | 7,947 | 3,255,510 | | President, CEO & Board Chair | 2024 | 725,000 | — | 2,400,223 | — | 870,000 | 7,397 | 4,002,620 | | | 2023 | 723,077 | — | 5,254,876 | — | 489,876(6) | 7,117 | 6,474,946 | | Renee Gaeta | 2025 | 276,923 | — | 3,061,977(4) | — | 54,000 | 5,125 | 3,398,025 | | Chief Financial Officer | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | John Brottem | 2025 | 466,595 | 1,000 | 838,557(4) | — | 90,986 | 7,506 | 1,404,644 | | General Counsel & Secretary | 2024 | 415,800 | — | 837,841 | — | 249,480 | 7,397 | 1,510,518 | | | 2023 | 415,208 | — | 1,197,419 | — | 124,770 | 7,117 | 1,744,514 | | Marc Nash | 2025 | 432,577 | — | 783,340(4) | — | 84,353 | 7,198 | 1,307,468 | | EVP, R&D, Operations & Service | 2024 | 398,942 | 1,000 | 830,290 | — | 239,365 | 7,103 | 1,476,700 | | | 2023 | 335,481 | 15,000 | 605,612 | — | 85,290 | 6,794 | 1,048,177 | | Nabeel Ahmed | 2025 | 212,841 | — | — | — | — | 397,287(8) | 610,128 | | Former Chief Financial Officer | 2024 | 460,100 | — | 1,047,630 | — | 276,060 | 7,224 | 1,791,014 | | | 2023 | 459,521 | — | 1,715,620 | — | 146,873(6) | 6,937 | 2,328,951 |

  100. 2025 Summary Compensation Table

    (1) The amounts reported in this column for Mr. Brottem for 2025 and Mr. Nash for 2024 represent one-time bonus awards in connection with reaching five years of service. The amount reported in this column for Mr. Nash for 2023 represents a one-time bonus awarded to him in connection with a promotion. (2) Amounts reported in this column include the aggregate grant date fair value of RSUs granted to the NEOs in 2025, 2024 and 2023, in accordance with ASC 718, using the product of the number of units granted and the closing price of our common stock on the grant date. (3) Amounts reported in this column also include the aggregate grant date fair value of PSUs granted to the NEOs in 2025, 2024 and 2023, in accordance with ASC 718 as further described for 2025 in footnote 4 below. Under ASC 718, the vesting conditions related to the 2025 TSR PSUs, 2024 TSR PSUs and 2023 TSR PSU awards, are considered market conditions and not performance conditions. Accordingly, there is no grant date fair value below or in excess of the amounts reflected in this column that could be calculated and disclosed based on achievement of the underlying market conditions. (4) Amounts reported for 2025 include: (i) With respect to the 2025 TSR PSUs, the product of the number of units granted to each NEO and the fair value for one PSU share as of the grant date estimated using the Monte Carlo simulation model as outlined in Note 2 of our financial statements included in our 2025 annual report. (ii) Because the grant date of the 2025 EBITDA PSUs will not be considered established for accounting purposes until the cumulative three-year target for such PSUs is determined and approved by the Compensation Committee in early 2027, no associated expense was recognized when such PSUs were awarded, and they are not reflected in this column for 2025. (5) Amounts reported in this column reflect the actual annual performance-based cash bonus awards earned by each NEO in 2025, 2024 and 2023 under our annual performance-based cash bonus program, except as noted in footnote 6 below. In December 2023, Ms. Trigg and Mr. Ahmed each received 100% and 50%, respectively, of their 2023 actual cash bonus amounts in the form of fully-vested RSUs in lieu of cash, such that, fully-vested RSUs for 8,779 shares were granted to Ms. Trigg and fully-vested RSUs for 1,394 shares were granted to Mr. Ahmed.

  101. 2025 Summary Compensation Table

    | 2026 Proxy Statement | 51 |

  102. 2025 Summary Compensation Table

    The amounts reported in this column for each NEO in 2025 consist of Company-paid life insurance premiums and matching contributions made by the Company to our 401(k) plan as follows:

  103. 2025 Summary Compensation Table

    | | Life Insurance Premiums ($) | 401(k) Matching Contributions ($) | | Leslie Trigg | 947 | 7,000 | | Renee Gaeta | 125 | 5,000 | | John Brottem | 506 | 7,000 | | Marc Nash | 198 | 7,000 | | Nabeel Ahmed | 239 | 7,000 |

  104. 2025 Summary Compensation Table

    (8) In addition to the Company-paid life insurance premiums and 401(k) matching contributions for Mr. Ahmed’s benefit paid through his departure date that are reflected in footnote 7 above, this amount includes (i) a severance payment of $355,350 equal to nine months of base salary and (ii) $34,698 in payment of premiums for COBRA continuation coverage for nine months, in each case, paid to Mr. Ahmed in connection with his departure from the Company on June 3, 2025. Grants of Plan-Based Awards in 2025 The following table presents certain information regarding grants of plan-based awards to the NEOs during 2025:

  105. 2025 Summary Compensation Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(4) | | | | | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards(8) | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | Leslie Trigg | | 75,600 | 756,000 | 1,512,000 | | | | | | | | 6/10/2025(5) | | | | 9,765 | 19,531 | 48,827 | | 853,505 | | | 6/10/2025(6) | | | | | | | 65,103 | 1,344,377 | | Renee Gaeta | | 14,521(2) | 145,206(2) | 290,411(2) | | | | | | | | 6/10/2025(5) | | | | 4,928 | 9,857 | 19,714 | | 348,051 | | | 6/10/2025(7) | | | | | | | 131,425 | 2,713,926 | | John Brottem | | 23,400 | 234,000 | 468,000 | | | | | | | | 6/10/2025(5) | | | | 1,349 | 2,699 | 5,398 | | 95,302 | | | 6/10/2025(6) | | | | | | | 35,993 | 743,255 | | Marc Nash | | 23,690(3) | 217,219(3) | 434,438(3) | | | | | | | | 6/10/2025(5) | | | | 1,113 | 2,226 | 4,452 | | 78,600 | | | 6/10/2025(6) | | | | | | | 29,676 | 612,809 | | | 8/25/2025(5) | | | | 210 | 421 | 842 | | 14,866 | | | 8/25/2025(7) | | | | | | | 5,617 | 77,065 | | Nabeel Ahmed(9) | | 23,690 | 236,900 | 473,800 | | | | | |

  106. 2025 Summary Compensation Table

    (1) These columns set forth the potential threshold, target and maximum annual cash bonus awards for each NEO under our 2025 cash bonus program based on each NEO’s annual base salary and target bonus percentage for 2025, prorated as described below in the case of Ms. Gaeta and Mr. Nash. The threshold amounts assume achievement at the threshold level for one of the equal-weighted performance goals (weighted 50%), and achievement below threshold for the other performance goal, resulting in 10.0% payout. The target amounts assume achievement at the target level for each of the two performance goals, resulting in 100% payout. The maximum amounts assume payout at the cap of 200% for each of the two performance goals, resulting in 200% total payout. The actual cash bonus award earned for 2025 by each NEO is set forth in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table above. These awards are described in further detail above in the section entitled “Elements of NEO Compensation and 2025 Determinations—Annual Cash Incentive.” (2) Ms. Gaeta’s annualized target cash bonus opportunity for 2025 was $250,000. The potential threshold, target and maximum amounts reported are prorated to reflect days of service from her June 3, 2025 hire date. Mr. Nash’s annual base salary increased from $415,000 to $470,000 effective August 25, 2025 in connection with his promotion, while his target bonus percentage remained 50%. The potential threshold, target and maximum amounts reported are prorated to reflect the portion of 2025 he served at each base salary level.

  107. 2025 Summary Compensation Table

    | 2026 Proxy Statement | 52 |

  108. 2025 Summary Compensation Table

    In addition to the awards reflected in these columns, the 2025 EBITDA PSUs were awarded to the NEOs (other than Mr. Ahmed) in 2025 pursuant to our 2020 Equity Incentive Plan which are earned and vest based on achievement against a financial metric tied to the Company’s three-year cumulative adjusted non-GAAP EBITDA as of the end of 2027, with 100% of earned units vesting upon certification of the requisite achievement level following the end of 2027, subject to the NEO’s continued service through the vesting date. Although the 2025 EBITDA PSU awards were approved in 2025, the grant date of the 2025 EBITDA PSUs will not be considered established for accounting purposes until the three-year cumulative performance target for such PSUs is determined and approved by the Compensation Committee in early 2027. As a result, such PSUs were not considered granted during 2025 and are not included in this table. These awards are described in further detail above in the section entitled “Elements of NEO Compensation and 2025 Determinations—Equity Incentive Awards.” (5) These TSR PSUs were granted pursuant to our 2020 Equity Incentive Plan and are earned and vest based on our relative TSR over a three-year performance period as compared to companies in a pre-determined index of medical device companies, with 100% of earned units vesting upon certification of the achievement level following the performance period, subject to the NEO’s continued service through the vesting date. The threshold amount represents 50% of the shares underlying the PSU grant assuming achievement at the threshold level, the target amount represents 100% of the shares underlying the PSU grant assuming achievement at the target level, and the maximum amount represents 200% of the shares underlying the PSU grant (250% in the case of the PSUs granted to Ms. Trigg) assuming achievement at the maximum level. These awards are described in further detail above in the section entitled “Elements of NEO Compensation and 2025 Determinations—Equity Incentive Awards.” (6) These RSUs were granted pursuant to our 2020 Equity Incentive Plan. 50% of the shares subject to these RSU awards vest on the first anniversary of the vesting commencement date (January 17, 2025), after which the remaining shares vest quarterly in equal installments over the following year on each February 15, May 15, August 15 and November 15, subject to the NEO’s continued service through the applicable vesting date. (7) These RSUs were granted pursuant to our 2020 Equity Incentive Plan. One-third of the shares subject to these RSU awards vest on the first anniversary of the grant date, after which the remaining shares vest quarterly in equal installments over the following two years on each February 15, May 15, August 15 and November 15, subject to the NEO’s continued service through the applicable vesting date. (8) Amounts reported in this column reflect the aggregate grant date fair value of PSUs and RSUs granted to the NEOs in 2025, computed in accordance with ASC 718 using (i) in the case of the 2025 TSR PSUs, the product of the number of units granted and the fair value for one PSU share as of the grant date estimated using the Monte Carlo simulation model as outlined in Note 2 of our financial statements in our 2025 annual report and (ii) in the case of RSUs, the product of the number of units granted and the closing price of our common stock on the grant date. Mr. Ahmed departed the Company in June 2025. As a result, he was not eligible to receive a payout under our 2025 cash bonus program. In addition, he did not receive any equity awards in 2025 because he departed the Company prior to the annual executive equity grants made in June 2025.

  109. 2025 Summary Compensation Table

    | 2026 Proxy Statement | 53 |

  110. Outstanding Equity Awards at 2025 Year-End

    Outstanding Equity Awards at 2025 Year-End The following table presents information regarding the outstanding stock options, RSUs and PSUs held by each of the NEOs as of December 31, 2025.

  111. Outstanding Equity Awards at 2025 Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Units of Stock that Have Not Vested (#) | Market Value of Units of Stock that Have Not Vested ($)(7) | Equity Incentive Plan Awards: Number of Unearned Units of Stock that Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Units of Stock that Have Not Vested ($)(7) | | Leslie Trigg | 11/3/2018 | 10,158 | — | 61.65 | 11/3/2028 | — | — | — | — | | | 11/3/2018 | 1,696 | — | 61.65 | 11/3/2028 | — | — | — | — | | | 3/6/2019 | 16,064 | — | 61.65 | 3/6/2029 | — | — | — | — | | | 2/3/2020 | 10,815 | — | 129.30 | 2/3/2030 | — | — | — | — | | | 2/3/2020 | 7,210 | — | 129.30 | 2/3/2030 | — | — | — | — | | | 3/15/2021 | 3,862 | — | 750.15 | 3/15/2031 | — | — | 1,942(1) | 7,205 | | | 1/12/2024 | — | — | — | — | 4,724(2) | 17,526 | 2,125(3) | 7,884 | | | 1/12/2024 | — | — | — | — | — | — | 3,333(4) | 12,365 | | | 6/10/2025 | — | — | — | — | 65,103(5) | 241,532 | 9,765(6) | 36,228 | | Renee Gaeta | 6/10/2025 | — | — | — | — | 131,425(2) | 487,587 | 4,928(6) | 18,283 | | John Brottem | 5/26/2020 | 1,044 | — | 142.20 | 5/26/2030 | — | — | — | — | | | 3/15/2021 | 1,480 | — | 750.15 | 3/15/2031 | — | — | — | — | | | 1/12/2024 | — | — | — | — | 2,135(2) | 7,921 | 240(3) | 890 | | | 1/12/2024 | — | — | — | — | — | — | 1,666(4) | 6,181 | | | 6/10/2025 | — | — | — | — | 35,993(5) | 133,534 | 1,349(6) | 5,005 | | Marc Nash | 2/3/2020 | 1,265 | — | 129.30 | 2/3/2030 | — | — | — | — | | | 2/3/2020 | 843 | — | 129.30 | 2/3/2030 | — | — | — | — | | | 3/8/2021 | 480 | — | 704.10 | 3/8/2031 | — | — | — | — | | | 3/15/2021 | 115 | — | 750.15 | 3/15/2031 | — | — | — | — | | | 3/15/2023 | — | — | — | — | 107(2) | 397 | — | — | | | 7/24/2023 | — | — | — | — | 68(2) | 252 | — | — | | | 1/12/2024 | — | — | — | — | 2,135(2) | 7,921 | 240(3) | 890 | | | 1/12/2024 | — | — | — | — | — | — | 1,666(4) | 6,181 | | | 6/10/2025 | — | — | — | — | 29,676(5) | 110,098 | 1,113(6) | 4,129 | | | 8/25/2025 | — | — | — | — | 5,617(2) | 20,839 | 210(6) | 779 | | Nabeel Ahmed | | — | — | — | — | — | — | — | — |

  112. Outstanding Equity Awards at 2025 Year-End

    (1) Shares subject to this PSU award vest as follows: (i) 50% vest on the last day of any period of 30 consecutive trading days during which the closing price of our stock exceeds $1,125 per share on each trading day during such period, and (ii) 50% vest on the last day of any period of 30 consecutive trading days during which the closing price of our stock exceeds $1,350 per share on each trading day during such period, subject to Ms. Trigg’s continued service through the applicable vesting date. (2) One-third of the shares subject to this RSU award vest on the first anniversary of the grant date, after which the remaining shares vest quarterly in equal installments over the following two years on each February 15, May 15, August 15 and November 15, subject to the NEO’s continued service through the applicable vesting date. (3) Shares subject to this 2024 TSR PSU award are earned and vest based on our relative TSR over a three-year performance period as compared to companies in a pre-determined index of medical device companies, with 100% of earned units vesting upon certification of the achievement level following the end of the three-year performance period, subject to the NEO’s continued service through the applicable vesting date. In addition to the 2024 TSR PSU awards, 2024 Home PSUs were awarded to the NEOs in 2024 which are earned and vest based on achievement against an operational metric tied to home patients as of the end of 2026, with 100% of earned units vesting after certification of the achievement level following the end of 2026, subject to the NEO’s continued service through the applicable vesting date. The grant date of the 2024 Home PSUs was not considered established for accounting purposes until the target for such PSUs was determined and approved by the Compensation Committee in early 2026. As a result, such PSUs were not considered granted as of December 31, 2025 and are not included in this table. Shares subject to this 2024 PRSU award are earned and vest over a performance period of up to three years based on appreciation of our stock price above pre-determined stock price thresholds (measured based on 20-trading day VWAP) or achievement of specified non-GAAP operating income targets. 50% of the PRSUs were earned and vested based on 2024 non-GAAP operating income performance upon certification of the achievement level by the Compensation Committee in January 2025, and the remaining 50% remain unearned and eligible for vesting over the remainder of the performance period.

  113. Outstanding Equity Awards at 2025 Year-End

    | 2026 Proxy Statement | 54 |

  114. Outstanding Equity Awards at 2025 Year-End

    50% of the shares subject to this RSU award vest on the first anniversary of the vesting commencement date (January 17, 2025), after which the remaining shares vest quarterly in equal installments over the following year on each February 15, May 15, August 15 and November 15, subject to the NEO’s continued service through the applicable vesting date. (6) Shares subject to this 2025 TSR PSU award are earned and vest based on our relative TSR over a three-year performance period as compared to companies in a pre-determined index of medical device companies, with 100% of earned units vesting upon certification of the achievement level following the end of the three-year performance period, subject to the NEO’s continued service through the applicable vesting date. In addition to the 2025 TSR PSU awards, 2025 EBITDA PSUs were awarded to the NEOs in 2025 which are earned and vest based on achievement against a financial metric tied to the Company’s three-year cumulative adjusted non-GAAP EBITDA as the end of 2027, with 100% of earned units vesting after certification of the achievement level following the end of 2027, subject to the NEO’s continued service through the applicable vesting date. The grant date of the 2025 EBITDA PSUs will not be considered established for accounting purposes until the three-year cumulative performance target for such PSUs is determined and approved by the Compensation Committee in early 2027. As a result, such PSUs were not considered granted as of December 31, 2025 and are not included in this table. (7) The dollar amount is calculated based on $3.71 per share, the closing price of our common stock on December 31, 2025, the last trading day of our fiscal year.

  115. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025

  116. Presented below is a reasonable estimate of the ratio of the annual total compensation of our CEO to the annual total compensation of the median of our other employees, calculated in a manner consistent with Item 402(u) of Regulation S-K (“CEO Pay Ratio”).

    Presented below is a reasonable estimate of the ratio of the annual total compensation of our CEO to the annual total compensation of the median of our other employees, calculated in a manner consistent with Item 402(u) of Regulation S-K (“CEO Pay Ratio”).

  117. For 2025: (i) the annual total compensation of Leslie Trigg, our President and CEO, was $3,255,510, as reflected in the Summary Compensation Table included in this proxy statement and (ii) the annual total compensation of our median employee was $135,629, using the same methodology required for calculating the annual total compensation of our NEOs for purposes of the Summary Compensation Table. As a result, our CEO Pay Ratio for 2025 was approximately 24 to 1.

    For 2025: (i) the annual total compensation of Leslie Trigg, our President and CEO, was $3,255,510, as reflected in the Summary Compensation Table included in this proxy statement and (ii) the annual total compensation of our median employee was $135,629, using the same methodology required for calculating the annual total compensation of our NEOs for purposes of the Summary Compensation Table. As a result, our CEO Pay Ratio for 2025 was approximately 24 to 1.

  118. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to our pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither our Compensation Committee nor management used the CEO Pay Ratio measure in making compensation decisions.

    This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to our pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither our Compensation Committee nor management used the CEO Pay Ratio measure in making compensation decisions.

  119. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to our pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither our Compensation Committee nor management used the CEO Pay Ratio measure in making compensation decisions.

    | 2026 Proxy Statement | 58 |

  120. Pay Versus Performance

    Pay Versus Performance Pay Versus Performance Table As required by SEC rules, the following table summarizes certain information intended to illustrate the relationship between executive compensation “actually paid” and our financial performance in the last five fiscal years. “Compensation actually paid,” as calculated pursuant to SEC disclosure rules, differs from the total compensation reported in the Summary Compensation Table in the applicable year due to the impact of changes in our stock price as well as the achievement of the underlying vesting conditions with respect to our equity awards, while compensation reported in the Summary Compensation Table calculates equity awards based on the grant date fair value of such equity awards and does not include any adjustments for failure to achieve the underlying vesting conditions or changes in our stock price. Amounts shown below as “compensation actually paid” do not reflect what was actually paid to or realized by our NEOs. Furthermore, these amounts are not taken into account by our Compensation Committee in making compensation decisions for our NEOs. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with the Company’s performance, please refer to the section of this proxy statement entitled “Compensation Discussion and Analysis —Executive Compensation Philosophy and Objectives.”

  121. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on:(5) | | | | | Year(1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($) | Net Income ($) | Revenue ($)(6) | | 2025 | 3,255,510 | 1,025,360 | 1,680,066 | 648,634 | 0.44 | 78.69 | (81,653,000) | 119,476,000 | | 2024 | 4,002,620 | 1,986,969 | 1,650,766 | 776,074 | 1.95 | 78.89 | (127,976,000) | 113,689,000 | | 2023 | 6,474,946 | (742,679) | 2,120,417 | 269,676 | 9.52 | 74.82 | (172,797,000) | 130,376,000 | | 2022 | 4,128,283 | (1,465,408) | 1,857,888 | 425,809 | 45.43 | 79.32 | (162,956,000) | 115,375,000 | | 2021 | 7,138,281 | 802,378 | 1,790,467 | (1,356,955) | 81.09 | 103.50 | (131,935,000) | 102,602,000 |

  122. Pay Versus Performance

    (1) Leslie Trigg served as our principal executive officer (“PEO”) for the entirety of 2021, 2022, 2023, 2024 and 2025 and our other named executive officers for the applicable fiscal years were as follows: - 2025: Renee Gaeta, John Brottem, Marc Nash and Nabeel Ahmed - 2024: Nabeel Ahmed and John Brottem - 2023: Nabeel Ahmed, John Brottem, Jean-Olivier Racine and Steve Williamson - 2022: Nabeel Ahmed, John Brottem, Martin Vazquez and Steve Williamson - 2021: Nabeel Ahmed, Rebecca Chambers, John Brottem, Jean-Olivier Racine and Martin Vazquez Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable fiscal year in the case of our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable fiscal year for our named executive officers for the applicable fiscal year other than the PEO for such years.

  123. Pay Versus Performance

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  124. Pay Versus Performance

    Amounts reported in this column represent the compensation actually paid to our PEO in the indicated fiscal years, based on her total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:

  125. Pay Versus Performance

    | | | PEO | | | | | | | | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | | Summary Compensation Table - Total Compensation(a) | 3,255,510 | 4,002,620 | 6,474,946 | 4,128,283 | 7,138,281 | | - | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | (2,197,882) | (2,400,223) | (5,254,876) | (2,904,800) | (5,600,575) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | 340,017 | 488,450 | 713,379 | 1,963,877 | 4,874,562 | | + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(d) | 9,622 | (238,222) | (2,126,911) | (2,894,318) | (1,357,052) | | + | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | — | 489,876 | — | — | — | | + | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | 77,303 | (355,531) | (549,217) | (1,758,449) | (4,252,838) | | - | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | (459,211) | — | — | — | — | | = | Compensation Actually Paid | 1,025,360 | 1,986,969 | (742,679) | (1,465,408) | 802,378 |

  126. Pay Versus Performance

    (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. (b) Represents the aggregate grant date fair value of the option awards and stock awards granted to our PEO during the indicated fiscal year, computed in accordance with ASC 718. (c) Represents the aggregate fair value as of the indicated fiscal year-end of our PEO’s outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with ASC 718. For awards subject to performance-based vesting conditions, the value set forth herein is based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (d) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards held by our PEO as of the last day of the indicated fiscal year and granted in a prior fiscal year, computed in accordance with ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (e) Represents the aggregate fair value at vesting of the option awards and stock awards that were granted to our PEO and vested during the indicated fiscal year, computed in accordance with ASC 718. (f) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award held by our PEO that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with ASC 718. (g) Represents the aggregate fair value as of the last day of the prior fiscal year of our PEO’s option awards and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with ASC 718.

  127. Pay Versus Performance

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  128. Pay Versus Performance

    Amounts reported in this column represent the compensation actually paid to the Company’s named executive officers other than our PEO in the indicated fiscal year, based on the average total compensation for such named executive officers reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below:

  129. Pay Versus Performance

    | | | Other Named Executive Officers Average(a) | | | | | | | | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | | Summary Compensation Table - Total Compensation(b) | 1,680,066 | 1,650,766 | 2,120,417 | 1,857,888 | 1,790,467 | | - | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(c) | (1,170,969) | (942,736) | (1,511,218) | (1,175,932) | (1,269,394) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(d) | 227,878 | 215,616 | 285,115 | 826,328 | 931,355 | | + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(e) | (14,518) | (74,611) | (403,901) | (612,082) | (203,933) | | + | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(f) | — | 38,915 | — | — | — | | + | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(g) | 15,683 | (111,876) | (220,737) | (464,855) | (959,759) | | - | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(h) | (89,506) | — | — | (5,538) | (1,645,691) | | = | Compensation Actually Paid | 648,634 | 776,074 | 269,676 | 425,809 | (1,356,955) |

  130. Pay Versus Performance

    (a) Please see footnote 1 for the named executive officers included in the average for each indicated fiscal year. (b) Represents the average Total Compensation as reported in the Summary Compensation Table for the reported named executive officers in the indicated fiscal year. (c) Represents the average aggregate grant date fair value of the option awards and stock awards granted to the reported named executive officers during the indicated fiscal year, computed in accordance with ASC 718. (d) Represents the average aggregate fair value as of the indicated fiscal year-end of the reported named executive officers’ outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with ASC 718. For awards subject to performance-based vesting conditions, the value set forth herein is based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (e) Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards held by the reported named executive officers as of the last day of the indicated fiscal year and granted in a prior fiscal year, computed in accordance with ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (f) Represents the average aggregate fair value at vesting of the option awards and stock awards that were granted to the reported named executive officers and vested during the indicated fiscal year, computed in accordance with ASC 718. (g) Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option awards and stock award held by the reported named executive officers that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with ASC 718. (h) Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported named executive officers’ option awards and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with ASC 718.

  131. Pay Versus Performance

    | 2026 Proxy Statement | 61 |

  132. Pay Versus Performance

    These columns compare the total cumulative stockholder return on our common stock (under “Total Stockholder Return”) with the total return for the S&P Healthcare Equipment Select Industry Index (“SPSIHE”), a published index that includes companies in the healthcare equipment industry (under “Peer Group Total Stockholder Return”). Pursuant to the rules of the SEC, the comparison assumes $100 was invested in our common stock on December 31, 2020 and its relative performance is tracked through December 31, 2025, the last trading day of our most recent fiscal year. All values assume reinvestment of the full amount of all dividends, however no dividends have been declared on our common stock to date. Note that historic stock price performance is not necessarily indicative of future stock price performance. (6) The Compensation Committee selected revenue as the “Company Selected Measure” for purposes of this table. As reflected below in the section entitled “List of Performance Measures,” we used multiple financial performance measures to link compensation actually paid to the NEOs for 2025. The Compensation Committee determined the most important of these financial performance measures for 2025 to be revenue, as one of the two equal-weighted corporate performance goals under our annual cash bonus program, and a core driver of the Company’s performance, growth and stockholder value creation. Relationship Between Pay and Performance We believe the “compensation actually paid” in each of the fiscal years reported above and over the three-year cumulative period are generally reflective of the Compensation Committee’s emphasis on “pay-for-performance.” “Compensation actually paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our annual cash bonus and long-term equity incentive programs. We also believe the following factors provide additional context to certain drivers of “compensation actually paid” and the relationship between pay and performance as reported above and illustrated in the graphs below: • For 2023, the negative “compensation actually paid” to our PEO, and the modest “compensation actually paid” to our other NEOs on average, are driven primarily by a decrease in the value of outstanding equity awards as of year-end due to the decline in our stock price during 2023. The below series of graphs illustrate the relationship between “compensation actually paid” (or “CAP”) to our PEO, and to our other named executive officers on average, in each of the last five fiscal years as reported above, and (i) our cumulative Total Stockholder Return and Peer Group Stockholder Return from December 31, 2020 through the end of 2025, (ii) net income for each of the reported fiscal years and (iii) revenue for each of the reported fiscal years. Compensation Actually Paid versus Total Stockholder Return Compensation Actually Paid (in thousands) Total shareholder return (value of $100 investment from 12/31/2020) PEO CAP Average NEO CAP Outset Cumulative TSR Peer Cumulative TSR (SPSIHE Index) ($2,000) ($1,500) ($1,000) ($500) $0 $500 $1,000 $1,500, $2,000 12/31/2020 2021 2022 2023 2024 2025 $802 ($1357) ($1465) ($743) $802 $426 $270 $1,987 $776 $1,025 $649 $0 $20 $40 $60 $80 $100 $120

  133. Pay Versus Performance

    | 2026 Proxy Statement | 62 |

  134. Pay Versus Performance

    Compensation Actually Paid versus Net Income Compensation Actually Paid (in thousands) Net Income (in millions) 2021 2022 2023 2024 2025 PEO CAP Average NEO CAP Net Income ($2,000) ($1,500) ($1,000) ($500) $0 $500 $1,000 $1,500, $2,000 $802 ($1,357) ($1,465) $426 ($743) $270 $1,987 $776 $1,025 $649 ($200) ($180) ($160) ($140) ($120) ($100) ($80) ($60) ($40) ($20) $0 Compensation Actually Paid versus Revenue Compensation Actually Paid (in thousands) PEO CAP Average NEO CAP Revenue 2021 2022 2023 2024 2025 Revenue (in millions) ($2,000) ($1,500) ($1,000) ($500) $0 $500 $1,000 $1,500, $2,000 ($140) ($120) ($100) ($80) ($60) ($40) ($20) $0 $802 ($1,357) ($1,465) $426 ($743) $270 $1,987 $776 $1,025 $649

  135. Pay Versus Performance

    | 2026 Proxy Statement | 63 |

  136. Pay Versus Performance

    List of Performance Measures The following table includes a list of financial performance measures which, in the Company’s assessment, represent the most important financial performance measures used by the Company to link compensation actually paid to the NEOs to Company performance for 2025. More information about the ways in which these measures were integrated into the Company’s annual cash bonus and long-term equity incentive programs is included in the Compensation Discussion and Analysis section of this proxy statement.

  137. Pay Versus Performance

    | PERFORMANCE MEASURES: | | ✓ Revenue ✓ Operating income (non-GAAP) ✓ EBITDA (non-GAAP) ✓ Relative TSR compared to Russell 2000 Medical Device Index ✓ Stock price |

  138. Pay Versus Performance

    | 2026 Proxy Statement | 64 |

  139. SCAN TO VIEW MATERIALS & VOTE OUTSET MEDICAL, INC. 3052 ORCHARD DR. SAN JOSE, CA 95134 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 3, 2026. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/OM2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 3, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V96443-P52207 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY OUTSET MEDICAL, INC. The Board of Directors recommends you vote FOR each of the following Class III director nominees: 1. Election of Class III Directors Nominees: For Withhold 1a. Brent D. Lang 1b. Karen Prange The Board of Directors recommends you vote FOR Proposals 2 and 3: For Against Abstain 2. To approve, on a non-binding basis, the 2025 compensation of our named executive officers. 3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2026. NOTE: In their discretion, the proxy holders are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

    SCAN TO VIEW MATERIALS & VOTE OUTSET MEDICAL, INC. 3052 ORCHARD DR. SAN JOSE, CA 95134 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 3, 2026. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/OM2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 3, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V96443-P52207 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY OUTSET MEDICAL, INC. The Board of Directors recommends you vote FOR each of the following Class III director nominees: 1. Election of Class III Directors Nominees: For Withhold 1a. Brent D. Lang 1b. Karen Prange The Board of Directors recommends you vote FOR Proposals 2 and 3: For Against Abstain 2. To approve, on a non-binding basis, the 2025 compensation of our named executive officers. 3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2026. NOTE: In their discretion, the proxy holders are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date