Dugel Pravin 4

What Happened

• Pravin Dugel, Executive Chairman, President and CEO of Ocular Therapeutix, sold 21,156 shares in an open-market/automatic sale on May 26, 2026 for a weighted average price of $8.20, generating proceeds of about $173,479. The sale was made pursuant to a durable automatic sale instruction to satisfy tax withholding for RSUs that vested May 22, 2026 (not a discretionary trade).
• On May 28, 2026, 394,696 shares were transferred by the reporting person's spouse into the "Pravin Dugel 2024 Irrevocable Trust." Dugel is trustee and the sole lifetime beneficiary of the Trust and thus remains the beneficial owner of those shares.

Key Details

• Sale date: 2026-05-26; weighted avg price reported $8.20 (sales occurred between $8.1450 and $8.2521) — total cash proceeds ~$173,479. (Footnotes F1 & F2)
• Gift/transfer date: 2026-05-28; 394,696 shares transferred to an irrevocable trust for no consideration. Dugel is trustee and sole lifetime beneficiary and remains beneficial owner. (Footnote F3)
• Sale was a sell-to-cover to satisfy tax withholding on RSU vesting and was effected under an automatic instruction (not a discretionary trade).
• Filing appears timely (no late-filing indication in the report). The Form 4 does not state Dugel’s total shares owned after these transactions.

Context

• The sale was routine tax-withholding (common after RSU vesting) and should not necessarily be read as a negative signal about company prospects. Transfers into a trust where the insider remains the beneficial owner likewise do not indicate a change in economic exposure.