Ocular Therapeutix™ Reports Inducement Grant Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Ocular Therapeutix (NASDAQ: OCUL) granted inducement equity awards to five newly hired non-executive employees effective February 2, 2026. The grants include non‑statutory stock options for an aggregate of 13,850 shares (exercise price $9.15) and restricted stock units for 4,600 shares.

Options have a ten‑year term and four‑year vesting (25% after one year, then monthly). RSUs vest over three years in equal annual installments, subject to continued service and award agreement terms under the 2019 Inducement Stock Incentive Plan.

Key Figures

Current share price: $8.91 Inducement option shares: 13,850 shares Inducement RSU shares: 4,600 shares +5 more

8 metrics

Current share price $8.91 Pre-news trading on Feb 6, 2026

Inducement option shares 13,850 shares Non-statutory stock options for new non-executive employees

Inducement RSU shares 4,600 shares Restricted stock units for new non-executive employees

Option exercise price $9.15 per share Equal to OCUL’s Nasdaq closing price on Feb 2, 2026

Option term 10 years Duration of inducement stock options

Option vesting schedule 4 years (25% then monthly) 25% at 1-year anniversary, remainder monthly over 3 years

RSU vesting period 3 years Equal annual installments, first on Feb 2, 2027

New hires covered 5 employees Newly hired non-executive employees receiving inducement awards

Market Reality Check

Price: $9.16 Vol: Volume 8,933,220 is above...

normal vol

$9.16 Last Close

Volume Volume 8,933,220 is above the 20-day average of 6,025,234, indicating elevated trading activity before this filing. normal

Technical Shares at $8.91 are trading below the 200-day MA of $10.92 and about 45.8% under the 52-week high of $16.44.

Peers on Argus

OCUL gained 4.21% while key biotech peers like BEAM, TARS, BLTE, LQDA, and TVTX ...

OCUL gained 4.21% while key biotech peers like BEAM, TARS, BLTE, LQDA, and TVTX showed declines between about -1.76% and -6.95%, pointing to stock-specific dynamics rather than a sector-wide move.

Historical Context

5 past events · Latest: Feb 05 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 05	Earnings and outlook	Neutral	+4.2%	Reported 2025 results, cash runway into 2028, and key SOL‑1 timing.
Jan 23	Inducement equity grant	Neutral	+6.0%	Inducement options and RSUs granted to new Global Chief Commercial Officer.
Jan 21	Executive appointment	Positive	-0.3%	Appointment of Global Chief Commercial Officer to lead AXPAXLI launch readiness.
Dec 08	Clinical/NDA update	Positive	+28.1%	Plan to accelerate NDA for AXPAXLI using SOL‑1 data and 505(b)(2) path.
Dec 05	Inducement equity grant	Neutral	+1.1%	Inducement options and RSUs to new non‑executive hires under inducement plan.

Pattern Detected

OCUL has generally reacted positively to recent corporate and clinical updates, with only one modest divergence on a leadership appointment.

Recent Company History

Over recent months, OCUL news has centered on clinical advancement, leadership build-out, and routine inducement grants. The Dec 8, 2025 update on accelerating an NDA for AXPAXLI in wet AMD saw a 28.06% gain, underscoring sensitivity to clinical and regulatory milestones. Earnings on Feb 5, 2026 highlighted $52.0M 2025 revenue, a $265.9M net loss, and $737.1M cash supporting runway into 2028. Multiple prior inducement grants and executive equity awards provide context for today’s similar hiring-related issuance.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-09-30

OCUL has an active S-3ASR shelf registration dated Sep 30, 2025, effective and available for future offerings across multiple security types, with at least one usage via a 424B5 prospectus supplement.

Market Pulse Summary

This announcement details standard inducement equity grants to five new non-executive employees unde...

Analysis

This announcement details standard inducement equity grants to five new non-executive employees under OCUL’s 2019 Inducement Stock Incentive Plan, including options on 13,850 shares at a $9.15 exercise price and 4,600 RSUs with multi-year vesting. Set against recent earnings, large clinical programs for AXPAXLI, and an effective S-3ASR shelf filed on Sep 30, 2025, it adds modest incremental equity compensation but does not alter the broader strategic or clinical trajectory.

Key Terms

nasdaq listing rule 5635(c)(4), non-statutory stock option, restricted stock unit, exercise price

4 terms

nasdaq listing rule 5635(c)(4) regulatory

"granted inducement awards ... in accordance with Nasdaq Listing Rule 5635(c)(4)."

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

non-statutory stock option financial

"consist of non-statutory stock option awards to purchase up to an aggregate of 13,850 shares"

A non-statutory stock option is a company-granted right that lets a person buy shares later at a set price but does not receive special tax-favored treatment under tax law. It matters to investors because when the option is used the holder usually pays ordinary income tax on the gain and the company records compensation cost and issues new shares, which can reduce existing owners’ percentage ownership—think of it like a coupon to buy stock that creates a taxable event and some dilution.

restricted stock unit financial

"and a restricted stock unit awards representing the right to receive an aggregate of 4,600 shares"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

exercise price financial

"The stock option awards have an exercise price of $9.15 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

AI-generated analysis. Not financial advice.

BEDFORD, Mass., Feb. 06, 2026 (GLOBE NEWSWIRE) -- Ocular Therapeutix, Inc. (NASDAQ: OCUL, “Ocular”), an integrated biopharmaceutical company committed to redefining the retina experience, today announced that it has granted inducement awards to five newly hired non-executive employees. The awards were made as an inducement material to each recipient’s acceptance of employment with Ocular under Ocular’s 2019 Inducement Stock Incentive Plan in accordance with Nasdaq Listing Rule 5635(c)(4).

The inducement equity awards were granted effective as of February 2, 2026, and consist of non-statutory stock option awards to purchase up to an aggregate of 13,850 shares of Ocular’s common stock and a restricted stock unit awards representing the right to receive an aggregate of 4,600 shares of Ocular’s common stock. The stock option awards have an exercise price of $9.15 per share, equal to the closing price of Ocular’s common stock on The Nasdaq Global Market on the effective date of grant. Each of the stock option awards have a ten-year term and vest over four years, with 25% of the original number of shares vesting on the one-year anniversary of the date of grant, and the remainder vesting in equal monthly installments over the three years after such date, subject to the recipient’s continued service to Ocular through the applicable vesting dates. Each of the restricted stock unit awards vest over three years, in equal annual installments, with the first annual installment vesting on February 2, 2027, and subject to the recipient’s continued service to Ocular through the applicable vesting dates.

The inducement equity awards are subject to the terms and conditions of the award agreements covering the grants and Ocular’s 2019 Inducement Stock Incentive Plan.

About Ocular Therapeutix, Inc.
Ocular Therapeutix, Inc. is an integrated biopharmaceutical company committed to redefining the retina experience. AXPAXLI™ (also known as OTX-TKI), Ocular’s investigational product candidate for retinal disease, is an axitinib intravitreal hydrogel based on its ELUTYX™ proprietary bioresorbable hydrogel-based formulation technology. AXPAXLI is currently in Phase 3 clinical trials for wet age-related macular degeneration (wet AMD), and diabetic retinal disease, including non-proliferative diabetic retinopathy (NPDR).

Ocular’s pipeline also leverages the ELUTYX technology in its commercial product DEXTENZA^®, an FDA-approved corticosteroid for the treatment of ocular inflammation and pain following ophthalmic surgery in adults and pediatric patients and ocular itching associated with allergic conjunctivitis in adults and pediatric patients aged two years or older, and in its investigational product candidate OTX-TIC, which is a travoprost intracameral hydrogel that has completed a Phase 2 clinical trial for the treatment of open-angle glaucoma or ocular hypertension. Ocular is currently evaluating next steps for the OTX-TIC program.

Follow the Company on its website, LinkedIn, or X.

DEXTENZA^® is a registered trademark of Ocular Therapeutix, Inc. The Ocular Therapeutix logo, AXPAXLI™, ELUTYX™, and Ocular Therapeutix™ are trademarks of Ocular Therapeutix, Inc.

Investors & Media
Ocular Therapeutix, Inc.
Bill Slattery
Vice President, Investor Relations
bslattery@ocutx.com

FAQ

What inducement equity awards did Ocular Therapeutix (OCUL) grant on February 2, 2026?

The company granted options for an aggregate of 13,850 shares and 4,600 restricted stock units. According to the company, awards were effective February 2, 2026 and issued under its 2019 Inducement Stock Incentive Plan.

What is the exercise price and term for the OCUL option awards dated February 2, 2026?

The options have an exercise price of $9.15 per share and a ten‑year term. According to the company, $9.15 equals the Nasdaq closing price on the effective grant date.

How do the OCUL stock option awards vest for the new hires granted February 2, 2026?

Options vest over four years: 25% after one year, then monthly over three years. According to the company, vesting is subject to each recipient’s continued service through applicable vesting dates.

What are the vesting terms for the OCUL restricted stock units granted February 2, 2026?

Restricted stock units vest in equal annual installments over three years, with the first installment on February 2, 2027. According to the company, vesting is conditioned on continued service and the award agreements.

Under which plan were the inducement awards to OCUL new hires granted and why?

Awards were issued under the 2019 Inducement Stock Incentive Plan in accordance with Nasdaq Listing Rule 5635(c)(4). According to the company, the grants were material inducements to accept employment with Ocular.