OCULAR THERAPEUTIX, INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Dear Fellow Ocular Therapeutix Stockholders:

2025 was a transformative year for Ocular Therapeutix, marked by significant progress advancing AXPAXLI™, our leading product candidate designed to address the large unmet medical need and market opportunity in the retinal disease space, and positioning the company for long-term value creation and commercial success.

This past year marked the first full year of leadership under Dr. Pravin Dugel as our Chief Executive Officer. Since Dr. Dugel joined the company in 2024, and under his direction, we have refreshed and strengthened our leadership team with experienced industry executives across clinical development, commercial strategy and operations. The board of directors believes this leadership team positions the company well to execute on its strategic priorities and redefine the retina experience for patients, physicians and caregivers.

We were proud to finish the year with an expanded clinical development program for AXPAXLI, for which we have ongoing Phase 3 clinical programs for both wet age-related macular degeneration, or AMD, and diabetic retinal disease, which are leading causes of blindness. With substantial capital on hand following a successful fundraising in the fall of 2025, we believe we have the available resources, including anticipated cash inflows from our marketed product DEXTENZA®, to fund our planned operating expenses, debt service obligations and capital expenditure requirements into 2028, as we prepare for a potential new drug application for AXPAXLI following positive results from our SOL-1 Phase 3 superiority trial in wet AMD.

We are already benefitting greatly from the expertise of our world-class leadership team. In 2025, Ocular’s achievements included: (1) successfully completing enrollment and randomization in SOL-R, the second of our two Phase 3 clinical trials for AXPAXLI in wet AMD; (2) obtaining a special protocol assessment, or SPA, agreement from the U.S. Food & Drug Administration, or FDA, for the design of a pivotal clinical trial for diabetic retinal disease, including for the proposed use of a novel ordinal endpoint; (3) successfully raising $475 million in gross proceeds from an underwritten offering to help fund our ongoing clinical trials and our new diabetic retinal disease Phase 3 program, which we also initiated in 2025, all while (4) preparing the company for the topline data readout from SOL-1, which is our first Phase 3 clinical trial for AXPAXLI in wet AMD. In February 2026, this preparation paid off with our announcement of positive superiority data from this landmark trial.

Our board, and its compensation committee, remain committed to a pay-for-performance philosophy that aligns our executive compensation program with our strategic, clinical, commercial and financial performance, as well as long-term stockholder value creation. We have maintained our active stockholder engagement throughout 2025 and early 2026, which informed the expanded CD&A disclosure presented in this proxy statement. Our disciplined approach to executive compensation is designed to support execution, strengthen leadership development and reinforce alignment with stockholder interests.

Looking ahead, the board continues to actively oversee the company’s pipeline development, the ongoing commercialization of DEXTENZA and preparations for the potential commercialization of AXPAXLI. We remain focused on adopting leading governance practices and continuing regular and transparent dialogue with our investors.

On behalf of the entire Ocular Therapeutix board, I would like to express our appreciation for your continued investment in our company. We respectfully request your vote in support of the matters presented in our 2026 proxy statement.

Pursuant to the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to stockholders over the Internet instead of mailing a printed copy of our proxy materials to all of our stockholders, we are providing access to our proxy materials by posting them on the Internet and delivering a Notice Regarding the Availability of Proxy Materials, as more fully described in the accompanying Notice of Annual Meeting of Stockholders. This reduces the amount of paper necessary to produce these materials as well as the costs and logistics associated with mailing these materials to all stockholders. On or about May 1, 2026, we will make our proxy materials available to stockholders and begin mailing to our stockholders (other than those stockholders who previously requested electronic or paper delivery of proxy materials) a Notice Regarding the Availability of Proxy Materials containing instructions on how to access or request copies of our proxy materials and 2025 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2025, and how to vote online or by telephone.

OCULAR THERAPEUTIX, INC.

14 Crosby Drive, 3rd** Floor**

Bedford, MA 01730

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on Wednesday, June 10, 2026

The 2026 Annual Meeting of Stockholders, or the Annual Meeting, of Ocular Therapeutix, Inc., a Delaware corporation, will be held on Wednesday, June 10, 2026 beginning at 8:30 a.m., Eastern time, via the Internet in a virtual meeting format at www.virtualshareholdermeeting.com/OCUL2026, which we refer to as the Annual Meeting Website. To access, participate in, and vote at the Annual Meeting, you must enter the control number on your notice, voting instruction form or proxy card you received at the Annual Meeting Website. You may submit questions during the Annual Meeting via the Annual Meeting Website. A list of registered stockholders of record and entitled to vote at the Annual Meeting will also be available to record holders beginning on May 31, 2026 and during our Annual Meeting at www.virtualshareholdermeeting.com/OCUL2026. As always, we encourage you to vote your shares prior to the Annual Meeting regardless of whether you plan to attend.

The Annual Meeting will be held to consider and act upon the following matters:

We have elected to use the “notice and access” rules adopted by the Securities and Exchange Commission to provide our stockholders access to our proxy materials and our 2025 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2025, and which we refer to as the 2025 Annual Report, by notifying you of the availability of our proxy materials and our 2025 Annual Report via the Internet. On or about May 1, 2026, we will make our proxy materials available to stockholders and begin mailing to our stockholders (other than those who previously requested electronic or paper delivery of proxy materials) a Notice Regarding the Availability of Proxy Materials containing instructions on how to access or request copies of our proxy materials and our 2025 Annual Report, and how to vote online or by telephone. We will also deliver printed versions of the proxy materials to stockholders who have previously requested paper copies.

Stockholders of record at the close of business on April 13, 2026 will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

Bedford, Massachusetts

April 30, 2026

AS A STOCKHOLDER AS OF THE RECORD DATE, YOU MAY OBTAIN ADMISSION TO AND VOTE DURING THE ANNUAL MEETING BY FOLLOWING THE INSTRUCTIONS ON THE ANNUAL MEETING WEBSITE. YOU DO NOT NEED TO REGISTER IN ADVANCE TO JOIN THE ANNUAL MEETING. YOUR CONTROL NUMBER IS ON YOUR NOTICE, VOTING INSTRUCTION FORM OR PROXY CARD. THE ONLINE MEETING WILL BEGIN PROMPTLY AT 8:30 A.M., EASTERN TIME. WE ENCOURAGE YOU TO ACCESS THE MEETING PRIOR TO THE START TIME. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE VOTE VIA THE INTERNET OR BY TELEPHONE IN ADVANCE OF THE MEETING BY FOLLOWING THE INSTRUCTIONS SET FORTH ON THE NOTICE, VOTING INSTRUCTION FORM, OR PROXY CARD IN ORDER TO HELP ENSURE REPRESENTATION OF YOUR SHARES AT THE ANNUAL MEETING. ALTERNATIVELY, IF YOU HAVE REQUESTED PAPER COPIES OF OUR PROXY MATERIALS, YOU MAY COMPLETE, DATE AND SIGN THE PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.