Ocular CSO sells 1,858 shares for tax withholding

Ocular Therapeutix Chief Strategy Officer Sanjay Nayak reported an open-market sale of 1,858 shares of common stock on May 26, 2026 at a weighted average price of $8.20 per share.

Rhea-AI Filing Summary

Ocular Therapeutix Chief Strategy Officer Sanjay Nayak reported an open-market sale of 1,858 shares of common stock on May 26, 2026 at a weighted average price of $8.20 per share. The transaction was executed under a durable automatic sale instruction to effect a sell-to-cover election for tax withholding tied to restricted stock units vesting on May 22, 2026, and was not a discretionary trade. Following this sale, Nayak directly holds 328,795 shares of Ocular Therapeutix common stock.

Insider Trade Summary 10b5-1

Net Seller: 1,858 shares

Net Sell 1 txn

Insider Nayak Sanjay

Role Chief Strategy Officer

Sold 1,858 shs ($15K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,858	$8.20	$15K

Holdings After Transaction: Common Stock — 328,795 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 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. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.1440 to $8.2512, 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: 1,858 shares Weighted average sale price: $8.20 per share Post-transaction holdings: 328,795 shares +3 more

6 metrics

Shares sold 1,858 shares Open-market sale on May 26, 2026

Weighted average sale price $8.20 per share Common stock sale

Post-transaction holdings 328,795 shares Common stock held directly after sale

Price range of sales $8.1440–$8.2512 Multiple transactions included in reported sale

RSU vesting date May 22, 2026 Tax withholding obligation from RSU vesting

Plan adoption date February 21, 2024 Durable automatic sale instruction adoption

Key Terms

durable automatic sale instruction, sell-to-cover election, 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 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

"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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Ocular Therapeutix reported that Chief Strategy Officer Sanjay Nayak sold 1,858 shares of common stock. The sale was an open-market transaction executed under an automatic instruction related to tax withholding on restricted stock unit vesting.

At what price did OCUL executive Sanjay Nayak sell his 1,858 shares?

Sanjay Nayak’s 1,858 OCUL shares were sold at a weighted average price of $8.20 per share. The shares traded in multiple transactions within a price range from $8.1440 to $8.2512, as disclosed in the Form 4 footnotes.

Why did Ocular Therapeutix CSO Sanjay Nayak sell 1,858 OCUL shares?

The 1,858 shares were sold to satisfy tax withholding obligations from restricted stock units vesting on May 22, 2026. The Form 4 notes this was a sell-to-cover election carried out under a durable automatic sale instruction, not a discretionary trade.

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

After selling 1,858 shares, Sanjay Nayak directly holds 328,795 shares of Ocular Therapeutix common stock. This post-transaction holding reflects his remaining equity position reported in the Form 4’s ownership column.

Was Sanjay Nayak’s OCUL share sale part of an automatic plan or discretionary?

The sale was executed under a durable automatic sale instruction adopted on February 21, 2024. The Form 4 explicitly states the transactions do not represent a discretionary trade by the reporting person, tying them to pre-arranged tax-related instructions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

Nayak Sanjay

(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 Strategy 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)		1,858(1)	D	$8.2(2)	328,795	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 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 $8.1440 to $8.2512, 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	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)