Tax-withholding sale by Ocular Therapeutix (OCUL) chief medical officer

Rhea-AI Filing Summary

Ocular Therapeutix Chief Medical Officer Nadia Waheed reported an open-market sale of 7,863 shares of common stock on February 12, 2026 at a weighted average price of $9.04 per share. The sale was made under a durable automatic sale instruction to cover tax withholding on vested restricted stock units and was not a discretionary trade. After this transaction, she directly holds 318,417 shares.

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).

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^*

Waheed Nadia

(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 Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		S(1)		7,863(1)	D	$9.04(2)	318,417	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 June 1, 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 February 11, 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 $8.9950 to $9.0840, 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 Nadia Waheed	02/17/2026
	** 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.

FAQ

What insider transaction did OCUL Chief Medical Officer report?

OCUL Chief Medical Officer Nadia Waheed reported selling 7,863 shares of common stock at a weighted average price of $9.04. This was an open-market transaction executed under an automatic instruction to satisfy tax withholding for restricted stock units that vested on February 11, 2026.

Why did Nadia Waheed sell Ocular Therapeutix (OCUL) shares?

Nadia Waheed sold OCUL shares to satisfy tax withholding obligations tied to restricted stock units that vested on February 11, 2026. The Form 4 states the sales were made under a durable automatic sale instruction and were not a discretionary trade initiated by her.

How many Ocular Therapeutix (OCUL) shares were sold and at what price?

The Form 4 shows 7,863 OCUL common shares sold at a weighted average price of $9.04. A footnote explains the sales occurred in multiple transactions between $8.9950 and $9.0840, and detailed trade breakdowns are available upon request from the reporting person.

How many OCUL shares does the Chief Medical Officer hold after the sale?

After the reported sale, Chief Medical Officer Nadia Waheed directly holds 318,417 shares of Ocular Therapeutix common stock. This post-transaction ownership figure reflects the remaining stake following the 7,863-share sale executed to cover tax withholding on vested restricted stock units.

Was the OCUL insider sale by Nadia Waheed discretionary?

According to the filing, the OCUL share sale by Nadia Waheed was not discretionary. It was executed under a durable automatic sale instruction adopted June 1, 2024, specifically to implement her sell-to-cover election for tax withholding on restricted stock units that vested in February 2026.

What does the weighted average price mean in the OCUL Form 4 filing?

The weighted average price of $9.04 reflects multiple OCUL share sales between $8.9950 and $9.0840. The filing notes the shares were sold in separate transactions across this range, and the reporting person will provide detailed trade information, including share counts at each price, upon request.