Ocugen CEO sells 525,991 shares under trading plan

Ocugen, Inc. (OCGN) reported that Chief Executive Officer and director Shankar Musunuri sold a total of 525,991 shares of common stock on September 9, 2026 in open-market or private transactions pursuant to a Rule 10b5-1 trading plan adopted on June 5, 2026.

Rhea-AI Filing Summary

Ocugen, Inc. (OCGN) reported that Chief Executive Officer and director Shankar Musunuri sold a total of 525,991 shares of common stock on September 9, 2026 in open-market or private transactions pursuant to a Rule 10b5-1 trading plan adopted on June 5, 2026.

The sales included 468,727 shares held directly at a weighted average price of $1.12 per share, with prices ranging from $1.06 to $1.31, and 57,264 shares held indirectly through KVM Holdings, LLC at a weighted average price of $1.12 per share, with prices ranging from $1.11 to $1.14. After these transactions, Musunuri held 4,487,197 shares directly and 1,088,035 shares indirectly through KVM Holdings, LLC, over which he has voting and investment power.

Insider Trade Summary 10b5-1

Net Seller: 525,991 shares

Net Sell 2 txns

Insider Musunuri Shankar

Role Chief Executive Officer

Sold 525,991 shs ($589K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2	468,727	$1.12	$525K
Sale	Common Stock F1, F3, F4	57,264	$1.12	$64K

Holdings After Transaction: Common Stock — 4,487,197 shares (Direct); Common Stock — 1,088,035 shares (Indirect, By: KVM Holdings, LLC)

Footnotes (4)

1. F1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 5, 2026
2. F2. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $1.06 to $1.31, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote (2) to this Form 4.
3. F3. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $1.11 to $1.14, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote (3) to this Form 4.
4. F4. 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.

Key Figures

Direct shares sold: 468,727 shares Indirect shares sold: 57,264 shares Total shares sold: 525,991 shares +5 more

8 metrics

Direct shares sold 468,727 shares Common stock sold directly by Shankar Musunuri on September 9, 2026

Indirect shares sold 57,264 shares Common stock sold indirectly through KVM Holdings, LLC on September 9, 2026

Total shares sold 525,991 shares Aggregate net shares sold across all reported transactions in this Form 4

Direct post-transaction holdings 4,487,197 shares Direct OCGN common stock held by Shankar Musunuri after the sales

Indirect post-transaction holdings 1,088,035 shares OCGN common stock held indirectly through KVM Holdings, LLC after the sales

Direct sale price range $1.06–$1.31 per share Price range for directly held shares sold; weighted average $1.12

Indirect sale price range $1.11–$1.14 per share Price range for shares sold through KVM Holdings, LLC; weighted average $1.12

Rule 10b5-1 plan adoption date June 5, 2026 Date Shankar Musunuri adopted the trading plan used for these sales

Key Terms

Rule 10b5-1 trading plan, weighted average price, indirect, voting and investment power

4 terms

Rule 10b5-1 trading plan regulatory

"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

indirect financial

"Common Stock, indirect ownership nature: By: KVM Holdings, LLC"

voting and investment power financial

"has voting and investment power over the shares held by KVM Holdings, LLC"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did OCGN report for CEO Shankar Musunuri on this Form 4?

OCGN reported that CEO and director Shankar Musunuri sold a total of 525,991 shares of common stock on September 9, 2026, consisting of both directly held shares and shares held indirectly through KVM Holdings, LLC.

How many OCGN shares did Shankar Musunuri sell directly and at what prices?

Shankar Musunuri sold 468,727 directly held shares of OCGN common stock at a weighted average price of $1.12 per share, with individual transaction prices ranging from $1.06 to $1.31, as disclosed in the Form 4 footnotes.

What indirect OCGN share sales were made through KVM Holdings, LLC?

Through KVM Holdings, LLC, over which Shankar Musunuri has voting and investment power, 57,264 shares of OCGN common stock were sold at a weighted average price of $1.12 per share, with prices ranging from $1.11 to $1.14.

How many OCGN shares does Shankar Musunuri hold after these transactions?

After the reported sales, Shankar Musunuri held 4,487,197 OCGN shares directly and 1,088,035 OCGN shares indirectly through KVM Holdings, LLC, according to the post-transaction holdings reported in the Form 4.

Were the September 9, 2026 OCGN share sales made under a Rule 10b5-1 plan?

Yes. The Form 4 states that the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Shankar Musunuri on June 5, 2026, and the Rule 10b5-1 plan checkbox for the filing is affirmed.

What is the significance of the weighted average prices reported for the OCGN trades?

The Form 4 explains that the reported $1.12 prices are weighted average prices. The shares were sold in multiple trades within disclosed ranges, and the reporting person undertakes to provide detailed per-trade price information to Ocugen, any security holder, or SEC staff upon request.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/11/2026 - 09:14 PM Accepted by SEC EDGAR 09/11/2026 - 09:13 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

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 PENNSYLVANIA 19355

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2026

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

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

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

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	09/09/2026		S(1)		468,727	D	$1.12(2)	4,487,197	D
Common Stock	09/09/2026		S(1)		57,264	D	$1.12(3)	1,088,035	I	By: KVM Holdings, LLC(4)

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

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 5, 2026

2. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $1.06 to $1.31, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote (2) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $1.11 to $1.14, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote (3) to this Form 4.

4. 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.

Remarks:

	/s/ Shankar Musunuri	09/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)