Ocular Therapeutix (OCUL) CSO executes automatic 1,759-share sell-to-cover trade

Rhea-AI Filing Summary

Ocular Therapeutix Chief Strategy Officer Sanjay Nayak reported an automatic sale of 1,759 shares of common stock. The shares were sold in an open-market transaction at a weighted average price of $8.28 per share under a pre-arranged durable automatic sale instruction.

The sale was made to cover tax withholding obligations tied to the vesting of restricted stock units on February 22, 2026, and is described as non-discretionary. After this sell-to-cover transaction, Nayak directly held 330,653 shares of Ocular Therapeutix common stock.

Insider Trade Summary

Net Seller: 1,759 shares ($14,565)

Net Sell 1 txn

Insider Nayak Sanjay

Role Chief Strategy Officer

Sold 1,759 shs ($15K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,759	$8.28	$15K

Holdings After Transaction: Common Stock — 330,653 shares (Direct)

Footnotes (1)

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 February 22, 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 $8.2100 to $8.3300, 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.

Form 4 Insider Transactions: What Each Field Means →

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.

15 CROSBY DRIVE

(Street)

BEDFORD MA 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 Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		S(1)		1,759(1)	D	$8.28(2)	330,653	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 February 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 $8.2100 to $8.3300, 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	02/25/2026
	** 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.

FAQ

What insider transaction did Ocular Therapeutix (OCUL) report for Sanjay Nayak?

Ocular Therapeutix reported that Chief Strategy Officer Sanjay Nayak sold 1,759 shares of common stock. The transaction was an open-market sale used to cover tax withholding on vesting restricted stock units under a pre-arranged automatic instruction.

At what price did Sanjay Nayak’s OCUL shares sell in the latest Form 4?

The reported weighted average sale price was $8.28 per share. Footnotes explain the shares were sold in multiple trades between $8.21 and $8.33. The filing notes the insider can provide full breakdowns of shares sold at each price.

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

No, the filing states the sale was not discretionary. Shares were sold under a durable automatic sale instruction to satisfy tax withholding obligations related to restricted stock unit vesting, functioning as a sell-to-cover transaction rather than an elective share sale.

How many Ocular Therapeutix shares does Sanjay Nayak hold after this Form 4 sale?

After the transaction, Chief Strategy Officer Sanjay Nayak directly held 330,653 shares of Ocular Therapeutix common stock. This balance reflects his holdings following the 1,759-share automatic sale to cover tax withholding obligations on vesting equity awards.

Why did Ocular Therapeutix’s Chief Strategy Officer sell shares according to the Form 4?

The filing explains the sale was to satisfy tax withholding obligations from restricted stock units vesting on February 22, 2026. Shares were sold automatically under a previously adopted instruction, rather than as an active portfolio or valuation-driven decision.