Ocular Therapeutix (OCUL) CSO sells 1,897 shares to cover taxes

Rhea-AI Filing Summary

OCULAR THERAPEUTIX, INC (OCUL) insider Sanjay Nayak, Chief Strategy Officer, reported a sale of 1,897 shares of Common Stock on 2026-08-24 at a weighted average price of $10.78 per share. The shares were sold pursuant to a durable automatic Rule 10b5-1 sell-to-cover instruction to satisfy tax withholding on RSUs vesting on 2026-08-22 and are described as non-discretionary. Following this transaction, Nayak directly holds 326,898 shares of OCUL common stock.

Insider Trade Summary 10b5-1

Net Seller: 1,897 shares

Net Sell 1 txn

Insider Nayak Sanjay

Role Chief Strategy Officer

Sold 1,897 shs ($20K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2	1,897	$10.78	$20K

Holdings After Transaction: Common Stock — 326,898 shares (Direct)

Footnotes (2)

1. F1. Represents shares of common stock of Ocular Therapeutix, Inc. (the "Corporation") sold, pursuant to a durable automatic sale instruction adopted by the reporting person on February 21, 2024, 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 August 22, 2026. The sales do not represent a discretionary trade by the reporting person.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.6425 to $10.8990, 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.

Key Figures

Shares sold: 1,897 shares of Common Stock Weighted average sale price: $10.78 per share Sale price range low: $10.6425 per share +4 more

7 metrics

Shares sold 1,897 shares of Common Stock Sale on 2026-08-24 by Chief Strategy Officer Sanjay Nayak

Weighted average sale price $10.78 per share Weighted average price for 1,897 shares sold on 2026-08-24

Sale price range low $10.6425 per share Lowest price in multiple transactions included in the reported sale

Sale price range high $10.8990 per share Highest price in multiple transactions included in the reported sale

Shares owned after transaction 326,898 shares Direct holdings of Sanjay Nayak following the 1,897-share sale

RSU vesting date August 22, 2026 Date of RSU vesting that triggered tax withholding sell-to-cover

Plan adoption date February 21, 2024 Date durable automatic sale instruction was adopted

Key Terms

durable automatic sale instruction, sell-to-cover election, tax withholding obligations, restricted stock units, +1 more

5 terms

durable automatic sale instruction regulatory

"sold, pursuant to a durable automatic sale instruction adopted by the reporting"

sell-to-cover election financial

"effecting the sell-to-cover election of the reporting person to satisfy"

tax withholding obligations financial

"sell-to-cover election of the reporting person to satisfy tax withholding obligations"

restricted stock units financial

"tax withholding obligations in connection with the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

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.

FAQ

What transaction did OCUL insider Sanjay Nayak report on this Form 4?

Sanjay Nayak reported a sale of 1,897 shares of OCULAR THERAPEUTIX, INC (OCUL) common stock on 2026-08-24. The sale was made under an automatic sell-to-cover instruction to satisfy tax withholding related to vesting restricted stock units.

At what price did OCUL shares sell in Sanjay Nayak’s reported transaction?

The reported weighted average price was $10.78 per share. According to the filing, the individual sale prices ranged from $10.6425 to $10.8990 per share, and the insider undertakes to provide detailed breakdowns upon request.

How many OCUL shares does Sanjay Nayak hold after this reported sale?

After the reported transaction, Sanjay Nayak directly holds 326,898 shares of OCULAR THERAPEUTIX, INC common stock. This figure reflects his position immediately following the 1,897-share sale on 2026-08-24.

Was the OCUL insider sale by Sanjay Nayak a discretionary trade?

No. The filing states that the sale was made under a durable automatic sale instruction adopted on February 21, 2024, to effect a sell-to-cover election for tax withholding obligations. It explicitly notes the sales do not represent a discretionary trade by the insider.

Is Sanjay Nayak’s OCUL trade covered by a Rule 10b5-1 plan?

Yes. The transaction is described as made pursuant to a durable automatic sale instruction adopted on February 21, 2024, which functions as a Rule 10b5-1-type pre-arranged plan for sell-to-cover of tax withholding on RSU vesting.

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Available on EDGAR 08/26/2026 - 05:59 PM Accepted by SEC EDGAR 08/26/2026 - 05:58 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^*

Nayak Sanjay

(Last) (First) (Middle)

C/O OCULAR THERAPEUTIX, INC.

14 CROSBY DRIVE, 3RD FLOOR

(Street)

BEDFORD MASSACHUSETTS 01730

(City) (State) (Zip)

UNITED STATES

(Country)

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 Strategy Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026

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	08/24/2026		S(1)		1,897(1)	D	$10.78(2)	326,898	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of common stock of Ocular Therapeutix, Inc. (the "Corporation") sold, pursuant to a durable automatic sale instruction adopted by the reporting person on February 21, 2024, 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 August 22, 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 $10.6425 to $10.8990, 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.

	/s/ Todd Anderman, Attorney-in-Fact for Sanjay Nayak	08/26/2026
	** 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)