Was the OCUL insider share sale by Pravin Dugel a discretionary trade?

No, the 21,156-share sale was executed under a durable automatic sale instruction to cover tax withholding on restricted stock unit vesting. Footnotes specify this sell-to-cover transaction did not represent a discretionary trade by the reporting person in OCULAR THERAPEUTIX shares.

Automatic tax-driven sale and trust transfer by Ocular (OCUL) insider

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ocular Therapeutix director and officer Pravin Dugel reported automatic tax‑related sales and internal share transfers. On May 26, 2026, 21,156 shares of common stock were sold at a weighted average price of $8.20 per share under a durable automatic sale instruction to cover tax withholding from restricted stock unit vesting. Following this sale, Dugel held 2,597,170 shares directly. On May 28, 2026, 394,696 shares previously held by his spouse were transferred for no consideration to the Pravin Dugel 2024 Irrevocable Trust, where he is trustee and lifetime beneficiary, leaving 694,811 shares in the trust and 0 in the spouse account while maintaining his beneficial ownership.

Insights

Transactions are mainly tax-driven and structural, with limited informational signal.

The Form 4 shows one open-market sale and two gift transfers. The 21,156-share sale at a weighted average of $8.20 per share was executed under a durable automatic instruction to satisfy tax withholding on restricted stock unit vesting, not a discretionary trade.

The remaining transactions are bona fide gifts moving 394,696 shares from the spouse into the Pravin Dugel 2024 Irrevocable Trust, for a total of 789,392 gift shares. Footnotes state Dugel is trustee and sole lifetime beneficiary, so his beneficial ownership of those shares continues, indicating these are estate-planning or structural moves rather than changes in economic exposure.

After the sale, Dugel still holds 2,597,170 shares directly plus the trust holdings, suggesting the net economic effect is a small, routine tax-driven sale and internal re-titling of shares. Subsequent filings may provide further context if additional automatic sales occur upon future vesting dates.

Insider Trade Summary 10b5-1

Net Seller: 21,156 shares ($173,479)

Net Sell 3 txns

Insider Dugel Pravin

Role See Remarks

Sold 21,156 shs ($173K)

Type	Security	Shares	Price	Value
Gift	Common Stock	394,696	$0.00	--
Gift	Common Stock	394,696	$0.00	--
Sale	Common Stock	21,156	$8.20	$173K

Holdings After Transaction: Common Stock — 0 shares (Indirect, By spouse); Common Stock — 2,597,170 shares (Direct, null)

Footnotes (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 May 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 $8.1450 to $8.2521, 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. On May 28, 2026, the reporting person's spouse transferred 394,696 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.

Key Figures

Automatic tax sale: 21,156 shares at $8.20/share Direct holdings after sale: 2,597,170 shares Total gifted shares: 789,392 shares +3 more

6 metrics

Automatic tax sale 21,156 shares at $8.20/share Sell-to-cover RSU vesting on May 26, 2026

Direct holdings after sale 2,597,170 shares Direct OCUL common stock after May 26, 2026 sale

Total gifted shares 789,392 shares Bona fide gifts reported on May 28, 2026

Spouse-to-trust transfer 394,696 shares Transferred for no consideration to 2024 Irrevocable Trust

Trust holdings after transfer 694,811 shares OCUL shares held by Pravin Dugel 2024 Irrevocable Trust

Price range of sale $8.1450–$8.2521 Weighted average price $8.20 per share

Key Terms

durable automatic sale instruction, sell-to-cover election, restricted stock units, bona fide gift, +1 more

5 terms

durable automatic sale instruction financial

"sold, pursuant to a durable automatic sale instruction adopted by the reporting person on February 21, 2024"

sell-to-cover election financial

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

restricted stock units financial

"to satisfy 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.

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.

beneficial owner financial

"The reporting person remains the beneficial owner of the securities held by the Trust."

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Form 4 Insider Transactions: What Each Field Means →

05/28/2026 - 04:08 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
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).

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

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)
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	05/26/2026		S⁽¹⁾		21,156⁽¹⁾	D	$8.2⁽²⁾	2,597,170	D
Common Stock	05/28/2026		G⁽³⁾		394,696	D	$0	0	I	By spouse
Common Stock	05/28/2026		G⁽³⁾		394,696	A	$0	694,811	I	By 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)
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 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 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 $8.1450 to $8.2521, 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 May 28, 2026, the reporting person's spouse transferred 394,696 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 Dugel	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Pravin Dugel report at OCULAR THERAPEUTIX (OCUL)?

Pravin Dugel reported selling 21,156 common shares at a weighted average price of $8.20 and reporting bona fide gifts totaling 789,392 shares. The gifts primarily moved shares from his spouse into the Pravin Dugel 2024 Irrevocable Trust while maintaining his beneficial ownership.

How many OCULAR THERAPEUTIX shares did Pravin Dugel sell and at what price?

He sold 21,156 shares of OCULAR THERAPEUTIX common stock. The weighted average sale price was $8.20 per share, with individual trades executed between $8.1450 and $8.2521, according to the detailed price range disclosure in the Form 4 footnotes.

What gifts or transfers involving OCUL shares were reported by Pravin Dugel?

Two bona fide gift transactions totaling 789,392 shares were reported. On May 28, 2026, 394,696 shares held by his spouse were transferred for no consideration into the Pravin Dugel 2024 Irrevocable Trust, contributing to a total of 694,811 trust-held shares afterward.

Does Pravin Dugel remain the beneficial owner of OCUL shares transferred to the trust?

Yes, footnotes state that Pravin Dugel is trustee and sole beneficiary of the Pravin Dugel 2024 Irrevocable Trust during his lifetime. As a result, he remains the beneficial owner of the securities that were transferred into the trust from his spouse’s holdings.

How many OCUL shares does Pravin Dugel hold directly after these transactions?

After the May 26, 2026 automatic sale, the Form 4 reports that Pravin Dugel directly holds 2,597,170 shares of OCULAR THERAPEUTIX common stock. This reflects his direct position following the 21,156-share sale to satisfy tax withholding obligations.