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

Rhea-AI Filing Summary

Donald Notman, Chief Financial Officer and Chief Operating Officer of Ocular Therapeutix, Inc. (OCUL), reported a routine, non-discretionary sale of company stock tied to tax withholding after restricted stock unit vesting. The Form 4 shows 1,066 shares of common stock were sold on 09/02/2025 at a weighted-average price of $12.43 under a durable automatic sales instruction to satisfy withholding from RSUs that vested on 08/29/2025. After the reported sale, the reporting person beneficially owned 308,807 shares, which includes 1,429 shares purchased under the company’s ESPP on 06/30/2025. The filing is an individual Form 4 reporting officer activity and clarifies the sale was not a discretionary trade.

Insights

Financial Analyst

TL;DR: Officer executed a sell-to-cover of RSUs; holding remains sizable and the sale was non-discretionary.

The disclosed transaction is a routine sell-to-cover associated with RSU vesting rather than an independent decision to reduce exposure. The sale amount—1,066 shares at a weighted average of $12.43—is small relative to the reported post-transaction beneficial ownership of 308,807 shares, suggesting no material change to insider ownership concentration. For investors, this indicates normal tax-related liquidity activity rather than a signal of strategic disposition.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting norms; transaction was executed under a pre-existing instruction letter.

The Form 4 provides clear explanatory footnotes: the sale was effected pursuant to a durable automatic sales instruction dated 05/13/2022 to satisfy tax withholding on RSUs vested 08/29/2025. The filing also cites inclusion of ESPP purchases. This level of disclosure meets expectations for transparency and avoids ambiguity about intent, reducing potential governance concerns about opportunistic insider selling.

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

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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^*

Notman Donald

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S(1)		1,066(1)	D	$12.43(2)	308,807(3)	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 sales instruction letter dated May 13, 2022, 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 29, 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 $12.29 to $12.5622, 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.

3. Includes 1,429 shares of common stock acquired under the Corporation's Amended and Restated 2014 Employee Stock Purchase Plan on June 30, 2025.

Remarks:

Chief Financial Officer and Chief Operating Officer. Exhibit Index Exhibit 24 - Power of Attorney

	/s/ Todd Anderman, Attorney-in-Fact for Donald Notman	09/04/2025
	** Signature of Reporting Person	Date
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