Ocular Therapeutix (OCUL) COO sells shares to cover RSU tax withholding

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ocular Therapeutix Chief Operating Officer Donald Notman reported two small sales of company common stock that were automatically executed to cover taxes on vested equity awards. On February 2, 2026, he sold 5,455 shares at a weighted average price of $9.14, tied to restricted stock units that vested January 30, 2026. On February 4, 2026, he sold 6,035 shares at a weighted average price of $8.54, related to restricted stock units that vested February 3, 2026. Both transactions were carried out under a durable automatic sales instruction letter dated May 13, 2022, and are described as non-discretionary sell-to-cover trades for tax withholding. After these transactions, Notman directly beneficially owned 377,802 shares of Ocular Therapeutix common stock.

Insider Trade Summary

Net Seller: 11,490 shares ($101,398)

Net Sell 2 txns

Insider Notman Donald

Role Chief Operating Officer

Sold 11,490 shs ($101K)

Type	Security	Shares	Price	Value
Sale	Common Stock	6,035	$8.54	$52K
Sale	Common Stock	5,455	$9.14	$50K

Holdings After Transaction: Common Stock — 377,802 shares (Direct)

Footnotes (1)

Represents shares of common stock of Ocular Therapeutix, Inc. (the "Corporation") sold, pursuant to a durable automatic sales instruction letter dated May 13, 2022, effecting the sell-to-cover election of the reporting person to satisfy tax withholding obligations, in connection with the vesting of restricted stock units on January 30, 2026. The sales do not represent a discretionary trade by the reporting person. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.0565 to $9.3217, inclusive. The reporting person undertakes to provide to the Corporation, any security holder of the Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4. Represents shares of common stock of the Corporation sold, pursuant to a durable automatic sales instruction letter dated May 13, 2022, effecting the sell-to-cover election of the reporting person to satisfy tax withholding obligations, in connection with the vesting of restricted stock units on February 3, 2026. The sales do not represent a discretionary trade by the reporting person. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.4377 to $8.6769, inclusive. The reporting person undertakes to provide to the Corporation, any security holder of the Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.

Form 4 Insider Transactions: What Each Field Means →

02/04/2026 - 08:23 PM

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
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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).

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^*

Notman Donald

(Last)

(First)

(Middle)

C/O OCULAR THERAPEUTIX, INC.

15 CROSBY DRIVE

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OCULAR THERAPEUTIX, INC [ OCUL ]

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/02/2026		S⁽¹⁾		5,455⁽¹⁾	D	$9.14⁽²⁾	383,837⁽²⁾	D
Common Stock	02/04/2026		S⁽³⁾		6,035⁽³⁾	D	$8.54⁽⁴⁾	377,802⁽⁴⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of common stock of Ocular Therapeutix, Inc. (the "Corporation") sold, pursuant to a durable automatic sales instruction letter dated May 13, 2022, effecting the sell-to-cover election of the reporting person to satisfy tax withholding obligations, in connection with the vesting of restricted stock units on January 30, 2026. The sales do not represent a discretionary trade by the reporting person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.0565 to $9.3217, inclusive. The reporting person undertakes to provide to the Corporation, any security holder of the Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

3. Represents shares of common stock of the Corporation sold, pursuant to a durable automatic sales instruction letter dated May 13, 2022, effecting the sell-to-cover election of the reporting person to satisfy tax withholding obligations, in connection with the vesting of restricted stock units on February 3, 2026. The sales do not represent a discretionary trade by the reporting person.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.4377 to $8.6769, inclusive. The reporting person undertakes to provide to the Corporation, any security holder of the Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.

	/s/ Todd Anderman, Attorney-in-Fact for Donald Notman	02/04/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Ocular Therapeutix (OCUL) report for its COO?

Ocular Therapeutix reported that COO Donald Notman sold small blocks of common stock in two trades. These sales were automatic sell-to-cover transactions used to satisfy tax withholding on recently vested restricted stock units, rather than discretionary open-market sales.

How many Ocular Therapeutix (OCUL) shares did the COO sell in this Form 4?

COO Donald Notman sold 5,455 shares on February 2, 2026 and 6,035 shares on February 4, 2026. Both transactions involved common stock and were executed under a pre-established automatic sales instruction to cover tax withholding obligations from restricted stock unit vesting.

At what prices were the OCUL shares sold in the COO’s Form 4 filing?

The February 2, 2026 sale had a weighted average price of $9.14 per share, across trades ranging from $9.0565 to $9.3217. The February 4, 2026 sale had a weighted average price of $8.54, with individual trades between $8.4377 and $8.6769 per share.

Why did the Ocular Therapeutix (OCUL) COO sell shares according to the Form 4?

The filing states the sales were made under a durable automatic sales instruction letter dated May 13, 2022. They effected a sell-to-cover election to satisfy tax withholding obligations arising from the vesting of restricted stock units on January 30 and February 3, 2026.

Were the OCUL COO’s stock sales discretionary trades?

No. The Form 4 explicitly notes that the sales do not represent discretionary trades by the reporting person. They were triggered automatically under a durable sales instruction to cover required tax withholding from restricted stock unit vesting events.

How many Ocular Therapeutix (OCUL) shares does the COO hold after these sales?

After the reported February 4, 2026 transaction, COO Donald Notman beneficially owned 377,802 shares of Ocular Therapeutix common stock directly. This figure reflects his holdings following completion of both sell-to-cover transactions disclosed in the Form 4.