Ocular Therapeutix officer executed sell‑to‑cover sale of 9,653 shares

Rhea-AI Filing Summary

Officer sale under pre-set plan: An officer of Ocular Therapeutix, Inc. (OCUL) reported the sale of 9,653 shares of common stock under a durable automatic sale instruction intended to satisfy tax withholding on RSU vesting. The transactions were effected on 10/02/2025 as non‑discretionary sales tied to the reporting person’s sell‑to‑cover election for restricted stock units that vested on 10/01/2025.

The filing reports a weighted average sale price of $11.03 $10.99 and $11.0697) and shows the reporting person retained beneficial ownership of 194,440 shares after the transactions. The form was signed by an attorney‑in‑fact and discloses the sale was pursuant to a plan adopted on 04/09/2024.

Positive

• Transaction executed under a pre‑arranged durable instruction, reducing insider timing concerns
• Sale explicitly for tax withholding on RSU vesting, not a discretionary cash‑out
• Reporting person retains 194,440 shares after the sale, indicating continued ownership
• Weighted average price disclosed with offered breakdown for audit transparency

Negative

• Sale reduces insider holdings by 9,653 shares, a measurable but limited dilution of that insider stake

Insights

Corporate Governance Analyst

Officer sold shares via a pre‑arranged plan to meet tax obligations on vested RSUs.

The transaction shows a routine sell‑to‑cover execution under a Rule 10b5‑1 style durable instruction adopted on 04/09/2024, which typically reduces insider timing risk because trades are pre‑scheduled and non‑discretionary. The sale of 9,653 shares at a weighted average of $11.03 was explicitly for tax withholding on RSUs vested 10/01/2025.

Key dependencies include the continued use of the automatic sale instruction and future RSU vesting schedules; investors can monitor subsequent Form 4 filings for additional pre‑arranged sales or discretionary trades within the next 30–90 days.

Equity Compensation Specialist

Sale size is modest relative to retained holdings, indicating no major de‑risking.

After the reported sale the reporting person still beneficially owns 194,440 shares, so the disposition represented a small portion of total holdings and specifically addressed tax withholding rather than liquidity or diversification. The weighted average sale price range ($10.99–$11.0697) is shown for transparency and the filer offers to provide a price-by-price breakdown if requested.

Watch for the number and timing of future sell‑to‑cover transactions tied to RSU vesting dates such as the recent 10/01/2025 vesting; changes in the automatic plan terms would appear on amended filings.

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^*

Kaiser Peter

(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 Development Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

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	10/02/2025		S(1)		9,653(1)	D	$11.03(2)	194,440	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 October 1, 2025. 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 $10.99 to $11.0697, inclusive. The reporting person undertakes to provide to 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 Peter Kaiser	10/06/2025
	** 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 did OCUL insider Peter Kaiser sell on 10/02/2025?

The filing reports the sale of 9,653 shares of common stock at a weighted average price of $11.03 on 10/02/2025.

Why were the shares sold by the OCUL officer?

The shares were sold pursuant to a durable automatic sale instruction to effect a sell‑to‑cover election to satisfy tax withholding on restricted stock units that vested on 10/01/2025.

How many OCUL shares does the reporting person own after the sale?

The reporting person beneficially owned 194,440 shares following the reported transactions.

Was this sale discretionary or pre‑arranged?

The sale was non‑discretionary and executed under a pre‑arranged durable instruction adopted on 04/09/2024.

What price range were the shares sold at?

The shares were sold in multiple transactions at prices ranging from $10.99 to $11.0697.