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

Rhea-AI Filing Summary

Ocular Therapeutix insider sale summary: Chief Strategy Officer Sanjay Nayak executed automatic sales of 1,885 shares of Ocular Therapeutix common stock on 08/25/2025 to satisfy tax withholding for restricted stock units that vested on 08/22/2025. The sales were made under a pre-established durable automatic sale instruction and were not discretionary. The weighted-average price reported for the sales is $12.04, with individual trade prices ranging from $11.89 to $12.1521. Following the reported disposals, the reporting person beneficially owned 279,738 shares.

Positive

• Transaction executed under a pre-established durable automatic sale instruction, indicating it was not a discretionary insider trade
• Detailed pricing disclosure provided: weighted-average sale price of $12.04 and explicit price range of $11.89 to $12.1521
• Form 4 reports post-transaction beneficial ownership of 279,738 shares, enabling transparency of insider holdings

Negative

• Reporting person disposed of shares (1,885 shares) which reduces insider ownership
• Limited context on materiality—the filing does not state the proportion of total outstanding shares or whether the holding is significant relative to total insider stake

Insights

Financial Analyst

TL;DR: Routine sell-to-cover for RSU tax withholding; not a discretionary trading decision and has limited informational value about company prospects.

The Form 4 discloses a narrow, administrative disposal of 1,885 shares by the Chief Strategy Officer under a pre-existing instruction to satisfy tax obligations on vested restricted stock units. The filing provides useful trade detail including a weighted-average price of $12.04 and the price range $11.89–$12.1521. Because the transaction is characterized as non-discretionary and tied to vesting, it typically does not signal a change in insider sentiment or corporate fundamentals. The post-transaction beneficial ownership of 279,738 shares is stated and may be referenced for monitoring insider holdings over time.

Corporate Governance Expert

TL;DR: Disclosure aligns with required Section 16 reporting: sale made under a documented plan and properly reported by attorney-in-fact.

The disclosure indicates compliance with Section 16 reporting requirements and notes the sale occurred pursuant to a durable automatic sale instruction adopted February 21, 2024, which supports the affirmative defense under Rule 10b5-1(c). The form is signed by an attorney-in-fact, and the footnote offers the weighted-average pricing and price range detail that enhances transparency. The filing does not present governance concerns based on the information provided.

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.

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 Strategy 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)		1,885(1)	D	$12.04(2)	279,738	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 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 $12.1521, 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 Sanjay Nayak	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 Sanjay Nayak (OCUL) report on the Form 4?

The filing reports the sale of 1,885 shares of Ocular Therapeutix common stock on 08/25/2025 under a durable automatic sale instruction to cover taxes on vested RSUs.

Was the sale by OCUL insider discretionary or pre-planned?

The sale was made pursuant to a durable automatic sale instruction adopted on February 21, 2024, and the filing states the sales were not discretionary.

What price did the OCUL shares sell for according to the Form 4?

The Form 4 reports a weighted-average price of $12.04 with individual trade prices ranging from $11.89 to $12.1521.

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

Following the reported transactions the reporting person beneficially owned 279,738 shares.

Why were the shares sold according to the Form 4?

The shares were sold to effect the sell-to-cover election of the reporting person to satisfy tax withholding obligations related to RSU vesting on 08/22/2025.