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  4. [Form 4] OCULAR THERAPEUTIX, INC Insider Trading Activity

Ocular Therapeutix (OCUL) CEO sells shares, shifts 50K to trust

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

OCULAR THERAPEUTIX, INC (OCUL) reported insider activity by Executive Chairman, President and CEO Pravin Dugel. On August 24, 2026, he sold 21,649 shares of common stock at a weighted average price of $10.77 per share in open-market transactions, pursuant to a durable automatic Rule 10b5-1 sale instruction adopted on February 21, 2024, to satisfy tax withholding obligations related to restricted stock units vesting on August 22, 2026. Following this sale, he directly held 2,525,429 common shares. On August 25, 2026, his spouse transferred 50,092 shares as a bona fide gift to the Pravin Dugel 2024 Irrevocable Trust for no consideration; Dugel is trustee and lifetime sole beneficiary, and remains the beneficial owner. As a result, indirect holdings shifted from 50,092 shares held by spouse to 744,903 shares held through the trust.

Positive

  • None.

Negative

  • None.
Insider Dugel Pravin
Role See Remarks
Sold 21,649 shs ($233K)
Type Security Shares Price Value
Gift Common Stock F3 50,092 $0.00 $0.00
Gift Common Stock F3 50,092 $0.00 $0.00
Sale Common Stock F1, F2 21,649 $10.77 $233K
Holdings After Transaction: Common Stock — 2,525,429 shares (Direct); Common Stock — 0 shares (Indirect, By spouse); Common Stock — 744,903 shares (Indirect, By Pravin Dugel 2024 Irrevocable Trust)
Footnotes (3)
  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 $10.6400 to $10.9000, 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. F3. On August 25, 2026, the reporting person's spouse transferred 50,092 shares to the Pravin Dugel 2024 Irrevocable Trust (the "Trust") for no consideration. The reporting person is trustee of the Trust and sole beneficiary of the Trust during his lifetime. The reporting person remains the beneficial owner of the securities held by the Trust.
Shares sold 21,649 shares of Common Stock Sale on August 24, 2026 in open-market transactions
Weighted average sale price $10.77 per share Common Stock sales on August 24, 2026; trades ranged $10.64–$10.90
Direct holdings after sale 2,525,429 shares of Common Stock Direct ownership position following August 24, 2026 sale
Gifted shares 50,092 shares of Common Stock Bona fide gift transferred on August 25, 2026 from spouse to trust
Trust holdings after gift 744,903 shares of Common Stock Indirect ownership via Pravin Dugel 2024 Irrevocable Trust after August 25, 2026
Gift transactions count 2 gift transactions, 100,184 shares total Form 4 transaction summary for bona fide gifts (code G)
durable automatic sale instruction regulatory
"sold, pursuant to a durable automatic sale instruction adopted"
Rule 10b5-1 regulatory
"transactions affirmed under a trading plan pursuant to Rule 10b5-1"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
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.
bona fide gift financial
"transaction_code_description": "Bona fide gift""
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
sell-to-cover election financial
"effecting the sell-to-cover election of the reporting person"
restricted stock units financial
"in connection with the vesting of restricted stock units on August 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.

FAQ

What insider transactions did OCUL’s Pravin Dugel report on this Form 4?
Pravin Dugel reported a sale of 21,649 OCUL shares on August 24, 2026, and two gift-related transfers of 50,092 shares on August 25, 2026, moving shares from his spouse to the Pravin Dugel 2024 Irrevocable Trust while maintaining beneficial ownership.

At what price did Pravin Dugel sell OCUL shares on August 24, 2026?
He sold 21,649 OCUL shares at a weighted average price of $10.77 per share, with actual trade prices ranging from $10.64 to $10.90. The filing states he can provide full breakdowns of shares sold at each separate price upon request.

How many OCUL shares does Pravin Dugel hold after these transactions?
After the reported transactions, Pravin Dugel directly holds 2,525,429 OCUL common shares. Indirectly, he is the beneficial owner of 744,903 shares held by the Pravin Dugel 2024 Irrevocable Trust, where he serves as trustee and is sole beneficiary during his lifetime.

Were the OCUL share sales by Pravin Dugel under a 10b5-1 trading plan?
Yes. The filing indicates transactions under Rule 10b5-1, and a footnote states the August 24, 2026 sales were made under a durable automatic sale instruction adopted on February 21, 2024 to effect a sell-to-cover tax withholding election.

What was the purpose of Pravin Dugel’s OCUL share sale on August 24, 2026?
The sale of 21,649 OCUL shares was executed to satisfy tax withholding obligations tied to the vesting of restricted stock units on August 22, 2026, under a pre-established durable automatic sale instruction. The filing notes the sales did not represent a discretionary trade.

What happened with the 50,092 OCUL shares transferred on August 25, 2026?
On August 25, 2026, Dugel’s spouse transferred 50,092 shares to the Pravin Dugel 2024 Irrevocable Trust for no consideration as a bona fide gift. Dugel, as trustee and lifetime sole beneficiary, remains the beneficial owner of those securities through the trust.

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SEC Form 4
FORM 4UNITED 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*
Dugel Pravin
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/24/2026S(1)21,649(1)D$10.77(2)2,525,429D
Common Stock08/25/2026G(3)50,092D$00IBy spouse
Common Stock08/25/2026G(3)50,092A$0744,903IBy Pravin Dugel 2024 Irrevocable Trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 $10.6400 to $10.9000, 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. On August 25, 2026, the reporting person's spouse transferred 50,092 shares to the Pravin Dugel 2024 Irrevocable Trust (the "Trust") for no consideration. The reporting person is trustee of the Trust and sole beneficiary of the Trust during his lifetime. The reporting person remains the beneficial owner of the securities held by the Trust.
Remarks:
Executive Chairman, President and CEO
/s/ Todd Anderman, Attorney-in-Fact for Pravin Dugel08/26/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR