Ocugen (OCGN) CEO awarded 3,123,201 PSUs and stock options on Jan 2 2026

Rhea-AI Filing Summary

Ocugen, Inc. reported new equity awards to its Chief Executive Officer and director, Shankar Musunuri. On January 2, 2026, he received 3,123,201 performance stock units, each representing a contingent right to one share of common stock upon achievement of performance goals and continued service. On the same date, he was also granted an option to buy 3,123,201 shares of common stock at an exercise price of $1.38 per share, vesting annually in equal installments over three years starting January 2, 2027, subject to continued service.

Following these transactions, Musunuri beneficially owned 4,955,924 shares of Ocugen common stock directly and 1,145,299 shares indirectly through KVM Holdings, LLC, where he has voting and investment power over the shares held.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Musunuri Shankar

(Last) (First) (Middle)

C/O OCUGEN, INC.

11 GREAT VALLEY PARKWAY

(Street)

MALVERN PA 19355

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ocugen, Inc. [ OCGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/02/2026		A(1)		3,123,201	A	$0	4,955,924	D
Common Stock								1,145,299	I	By: KVM Holdings, LLC(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Buy)	$1.38	01/02/2026		A		3,123,201		(3)	01/02/2036	Common Stock	3,123,201	$0	3,123,201	D

Explanation of Responses:

1. Reflects a grant of performance stock units ("PSUs"). Each PSU represents a contingent right to receive one share of the Issuer's common stock upon the achievement of certain performance goals, subject to continued service with the Issuer on the applicable vesting dates.

2. The Reporting Person is a member and officer of KVM Holdings, LLC and has voting and investment power over the shares held by KVM Holdings, LLC.

3. The option vests annually in equal installments over three years commencing on January 2, 2027, subject to continued service with the Issuer on the applicable vesting dates.

	/s/ Shankar Musunuri	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Ocugen (OCGN) report for Shankar Musunuri?

The filing shows that Ocugen Chief Executive Officer and director Shankar Musunuri received new equity awards on January 2, 2026, including performance stock units and a stock option grant tied to Ocugen common stock.

How many performance stock units were granted to Ocugen CEO Shankar Musunuri?

Shankar Musunuri was granted 3,123,201 performance stock units (PSUs), each PSU representing a contingent right to receive one share of Ocugen common stock upon achievement of performance goals and continued service.

What are the terms of the stock options granted to the Ocugen CEO in this Form 4?

The Form 4 reports an option grant for 3,123,201 shares of Ocugen common stock with an exercise price of $1.38 per share. The option vests in equal annual installments over three years, beginning on January 2, 2027, subject to continued service.

How many Ocugen shares does Shankar Musunuri own after the reported transactions?

After the reported transactions, Shankar Musunuri beneficially owned 4,955,924 shares of Ocugen common stock directly and 1,145,299 shares indirectly through KVM Holdings, LLC.

What is KVM Holdings, LLC’s role in Shankar Musunuri’s Ocugen holdings?

KVM Holdings, LLC holds 1,145,299 shares of Ocugen common stock indirectly for Shankar Musunuri. He is a member and officer of KVM Holdings, LLC and has voting and investment power over the shares held by that entity.

Do the Ocugen performance stock units vest immediately for the CEO?

No. The performance stock units represent a contingent right to receive one share of common stock each, which depends on the achievement of specified performance goals and continued service with Ocugen on the applicable vesting dates.