[Form 4] Ocular Therapeutix, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jeffrey S. Heier, Chief Scientific Officer of Ocular Therapeutix, Inc. (OCUL), sold 3,063 shares of the company's common stock on 08/25/2025 at a weighted average price of $12.04 per share. The sale was executed under a durable automatic sale instruction adopted April 9, 2024, as a sell-to-cover to satisfy tax withholding tied to restricted stock units that vested on 08/22/2025. Following the reported transactions, Heier beneficially owned 259,911 shares. The filing notes the sales were not discretionary and were executed across prices ranging from $11.89 to $12.16.

Positive

• Transaction executed under a durable 10b5-1 plan, indicating pre-established, non-discretionary instructions
• Sell-to-cover related to RSU vesting, a routine tax obligation management practice maintaining executive share ownership

Negative

• Insider sold shares (3,063 shares), which could be perceived negatively by some investors despite being routine

Insights

Financial Analyst

TL;DR: Routine sell-to-cover by an executive under a 10b5-1 plan; small relative disposition and not a discretionary trade.

The reported sale of 3,063 shares at a weighted average of $12.04 represents a routine tax-related disposition rather than a discretionary liquidation. Such sell-to-cover transactions typically accompany RSU vesting and are executed under pre-established instructions, which reduces informational asymmetry for the market. The remaining beneficial ownership of 259,911 shares preserves meaningful alignment with shareholders. No new material financial information about company operations or performance is disclosed.

Corporate Governance Expert

TL;DR: Insider complied with a documented 10b5-1 plan, reflecting governance and disclosure discipline.

The form indicates the reporting person used a durable automatic sale instruction adopted in April 2024, consistent with established insider trading controls. The filing explicitly states the trades were not discretionary, supporting the affirmative defense under Rule 10b5-1. From a governance perspective, this is standard practice to manage tax obligations on vested equity while maintaining transparent SEC reporting. The disclosure of price ranges and willingness to provide detailed breakdowns supports regulatory transparency.

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
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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.

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 Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		S(1)		3,063(1)	D	$12.04(2)	259,911	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 August 22, 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 $11.89 to $12.16, 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.

Remarks:

Exhibit Index Exhibit 24 - Power of Attorney

	/s/ Todd Anderman, Attorney-in-Fact for Jeffrey S. Heier	08/27/2025
	** 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 Jeffrey Heier sell on 08/25/2025?

He sold 3,063 shares of Ocular Therapeutix common stock at a weighted average price of $12.04 per share.

Why were the shares sold by the OCUL insider?

The shares were sold pursuant to a durable automatic sale instruction as a sell-to-cover to satisfy tax withholding on restricted stock units that vested on 08/22/2025.

How many OCUL shares does Jeffrey Heier own after the sale?

Following the reported transactions, he beneficially owned 259,911 shares.

Were the trades discretionary or part of a pre-established plan?

The filing states the sales were not discretionary and were effected under a plan adopted on 04/09/2024.

At what price range were the OCUL shares sold?

The shares were sold in multiple transactions at prices ranging from $11.89 to $12.16 per share.