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

Rhea-AI Summary

Ocular Therapeutix (NASDAQ: OCUL) granted inducement equity to new Global Chief Commercial Officer David W. Robinson, effective January 21, 2026, under the 2019 Inducement Stock Incentive Plan in accordance with Nasdaq Listing Rule 5635(c)(4).

The awards consist of a non‑statutory stock option to purchase 416,000 shares (exercise price $11.42, ten‑year term, vests over four years with 25% after one year) and restricted stock units representing 136,000 shares (vests over three years, first installment on January 21, 2027). Awards are subject to the award agreements and plan terms.

Positive

• Total inducement equity: 552,000 shares (416,000 options + 136,000 RSUs)
• Stock option exercise price set at market: $11.42 per share
• Vesting schedules tie compensation to continued service over 3–4 years

Negative

• Stock option has no immediate intrinsic value at grant (exercise price equals closing price)
• Vesting spans up to four years, delaying potential shareholder alignment benefits

Key Figures

Stock option grant: 416,000 shares RSU grant: 136,000 shares Option exercise price: $11.42 per share +3 more

6 metrics

Stock option grant 416,000 shares Non-statutory option to new Global Chief Commercial Officer

RSU grant 136,000 shares Restricted stock units to new Global Chief Commercial Officer

Option exercise price $11.42 per share Equal to Nasdaq closing price on Jan 21, 2026 grant date

Option term 10 years Non-statutory stock option duration for inducement award

Option vesting 4 years (25% then monthly) 25% after one year, remainder monthly over next three years

RSU vesting 3 years (annual) Equal annual installments starting Jan 21, 2027

Market Reality Check

Price: $10.27 Vol: Volume 3,704,952 is at 0....

normal vol

$10.27 Last Close

Volume Volume 3,704,952 is at 0.83x the 20-day average (4,481,707). normal

Technical Trading above 200-day MA at 10.79 with price at 11.12.

Peers on Argus

OCUL was down 2.63% while peers showed mixed moves: BEAM +9.14%, TVTX +5.43%, LQ...

OCUL was down 2.63% while peers showed mixed moves: BEAM +9.14%, TVTX +5.43%, LQDA +2.52%, BLTE +0.41%, TARS -0.36%, indicating stock-specific factors rather than a sector-wide move.

Historical Context

5 past events · Latest: Jan 21 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 21	Executive appointment	Positive	-0.3%	Hired experienced Global Chief Commercial Officer to lead AXPAXLI launch.
Dec 08	NDA timeline update	Positive	+28.1%	Planned accelerated NDA submission for AXPAXLI in wet AMD after SOL-1 data.
Dec 05	Employee inducement grants	Neutral	+1.1%	Granted stock options and RSUs to new non-executive hires under inducement plan.
Nov 24	Phase 3 trial enrollment	Positive	-1.1%	First patient randomized in HELIOS-3 Phase 3 program for AXPAXLI in NPDR.
Nov 12	Investor conference plans	Neutral	+2.4%	Announced participation in upcoming investor conferences with executive presentations.

Pattern Detected

Recent history shows strong positive reaction to major clinical/NDA timeline news, while management and routine corporate updates have produced smaller, mixed price moves.

Recent Company History

Over the last few months, Ocular Therapeutix issued several operational and clinical updates. A key catalyst was the Dec 8, 2025 plan to accelerate the NDA submission for AXPAXLI in wet AMD, which saw a 28.06% gain. Earlier, Phase 3 HELIOS-3 enrollment in NPDR on Nov 24, 2025 and various corporate items—conference participation, inducement grants, and executive appointments—produced modest moves between about -1% and +2%. Today’s inducement grant to the new Global Chief Commercial Officer fits the pattern of incremental governance and compensation news rather than a major clinical inflection.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-09-30

An effective S-3ASR shelf filed on Sep 30, 2025 allows Ocular to issue various securities over time for general corporate purposes, including R&D, clinical trials, commercialization, manufacturing, acquisitions, debt repayment, and working capital. The shelf has been used at least once, as indicated by a 424B5 filing on the same date.

Market Pulse Summary

This announcement details inducement equity awards to the newly appointed Global Chief Commercial Of...

Analysis

This announcement details inducement equity awards to the newly appointed Global Chief Commercial Officer under Nasdaq Listing Rule 5635(c)(4), including 416,000 stock options at an $11.42 exercise price and 136,000 RSUs with multi-year vesting. It follows prior executive equity grants and sits against a backdrop of key upcoming AXPAXLI milestones. Investors may monitor future compensation disclosures, any use of the effective S-3ASR shelf filed on Sep 30, 2025, and forthcoming clinical and regulatory updates.

Key Terms

nasdaq listing rule 5635(c)(4), non-statutory stock option, restricted stock unit, exercise price, +1 more

5 terms

nasdaq listing rule 5635(c)(4) regulatory

"under Ocular’s 2019 Inducement Stock Incentive Plan 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 a non-statutory stock option award to purchase up to an aggregate of 416,000 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 award representing the right to receive an aggregate of 136,000 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 award has an exercise price of $11.42 per share, equal to the closing price"

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.

vesting financial

"and vests over four years, with 25% of the original number of shares vesting on the one-year anniversary"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

AI-generated analysis. Not financial advice.

BEDFORD, Mass., Jan. 23, 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 its newly appointed Global Chief Commercial Officer, David W. Robinson. The awards were approved by Ocular’s Board of Directors and were made as inducements material to Mr. Robinson’s acceptance of employment with Ocular under Ocular’s 2019 Inducement Stock Incentive Plan in accordance with Nasdaq Listing Rule 5635(c)(4).

Mr. Robinson’s inducement equity awards were granted effective as of January 21, 2026, and consist of a non-statutory stock option award to purchase up to an aggregate of 416,000 shares of Ocular’s common stock and a restricted stock unit award representing the right to receive an aggregate of 136,000 shares of Ocular’s common stock. The stock option award has an exercise price of $11.42 per share, equal to the closing price of Ocular’s common stock on The Nasdaq Global Market on the date of grant. The stock option award has a ten-year term and vests 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 Mr. Robinson’s continued service to Ocular through the applicable vesting dates. The restricted stock unit award vests over three years, in equal annual installments, with the first annual installment vesting on January 21, 2027, and subject to Mr. Robinson’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 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 awards did Ocular Therapeutix (OCUL) grant to the new Global CCO on January 21, 2026?

Ocular granted a non‑statutory stock option for 416,000 shares and RSUs for 136,000 shares, effective January 21, 2026.

What is the exercise price and term for the OCUL stock option granted to David W. Robinson?

The option exercise price is $11.42 per share (equal to the closing price on grant date) and the option has a 10‑year term.

How do the OCUL option and RSU awards vest after the January 21, 2026 grant?

Options vest over 4 years (25% after one year, then monthly over 3 years); RSUs vest in 3 equal annual installments starting January 21, 2027.

Under which plan were the inducement awards to OCUL's new CCO made?

The awards were granted under Ocular's 2019 Inducement Stock Incentive Plan in accordance with Nasdaq Listing Rule 5635(c)(4).

Do the OCUL stock option awards have immediate intrinsic value on the grant date?

No; the option exercise price of $11.42 equals the closing market price on the grant date, so the options had no immediate intrinsic value.