Ocular CSO sells 3,018 shares in tax-cover sale

Ocular Therapeutix’s Chief Scientific Officer Jeffrey S. Heier reported an open-market sale of 3,018 shares of common stock at a weighted average price of $8.20 per share.

Rhea-AI Filing Summary

Ocular Therapeutix’s Chief Scientific Officer Jeffrey S. Heier reported an open-market sale of 3,018 shares of common stock at a weighted average price of $8.20 per share.

According to the footnotes, the sale was executed under a durable automatic sale instruction adopted on April 9, 2024 to effect a sell-to-cover election for tax withholding tied to restricted stock units vesting on May 22, 2026, and does not represent a discretionary trade. Following the transaction, Heier directly holds 320,350 shares of Ocular Therapeutix common stock.

Insider Trade Summary 10b5-1

Net Seller: 3,018 shares

Net Sell 1 txn

Insider Heier Jeffrey S.

Role Chief Scientific Officer

Sold 3,018 shs ($25K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,018	$8.20	$25K

Holdings After Transaction: Common Stock — 320,350 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 April 9, 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 May 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 $8.1529 to $8.2509, 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: 3,018 shares Weighted average sale price: $8.20 per share Sale price range: $8.1529–$8.2509 per share +2 more

5 metrics

Shares sold 3,018 shares Open-market sale on May 26, 2026

Weighted average sale price $8.20 per share Common stock sale

Sale price range $8.1529–$8.2509 per share Multiple transactions within this range

Shares held after transaction 320,350 shares Direct ownership following sale

Net shares sold 3,018 shares Net-sell direction in transaction summary

Key Terms

durable automatic sale instruction, sell-to-cover, restricted stock units, weighted average price

4 terms

durable automatic sale instruction financial

"sold, pursuant to a durable automatic sale instruction adopted by the reporting person on April 9, 2024"

sell-to-cover financial

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

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

restricted stock units financial

"tax withholding obligations in connection with the vesting of restricted stock units on May 22, 2026"

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 insider transaction did OCUL’s Chief Scientific Officer report?

Jeffrey S. Heier reported selling 3,018 shares of Ocular Therapeutix common stock at a weighted average price of $8.20 per share. The transaction was classified as an open-market sale and left him holding 320,350 shares directly.

Why did OCUL insider Jeffrey Heier sell 3,018 shares?

The 3,018 shares were sold under a sell-to-cover arrangement to satisfy tax withholding obligations related to restricted stock units vesting on May 22, 2026. A durable automatic sale instruction, adopted on April 9, 2024, triggered these non-discretionary sales.

Was the OCUL insider sale by Jeffrey Heier a discretionary trade?

No, the filing states the sales do not represent a discretionary trade by Jeffrey S. Heier. They were executed pursuant to a durable automatic sale instruction connected to tax withholding for future restricted stock unit vesting.

How many OCUL shares does Jeffrey Heier hold after this Form 4 sale?

After selling 3,018 shares, Jeffrey S. Heier directly holds 320,350 shares of Ocular Therapeutix common stock. This context shows the reported sale is relatively small compared with his remaining direct ownership position disclosed in the filing.

What price range did OCUL insider shares sell for in this transaction?

The weighted average sale price was $8.20 per share, with individual trades executed between $8.1529 and $8.2509. The filing notes that detailed trade information for each price within this range is available from the reporting person upon request.

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Accepted by SEC EDGAR 05/28/2026 - 04:06 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^*

Heier Jeffrey S.

(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 Scientific Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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	05/26/2026		S(1)		3,018(1)	D	$8.2(2)	320,350	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 April 9, 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 May 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 $8.1529 to $8.2509, 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 Jeffrey S. Heier	05/28/2026
	** 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)