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OCULAR THERAPEUTIX, INC

For the period ended Sep 30, 2026. Filed Nov 9, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 9, 2026

OCUL$6.85+3.9%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Amendment of 2019 Inducement Stock Incentive Plan

On November 6, 2026, our board of directors, or Board, amended the 2019 Inducement Stock Incentive Plan, as amended, to increase the aggregate number of shares issuable thereunder from 7,028,000 to 8,028,000 shares of common stock.

Governance Committee Compensation Arrangement

On November 6, 2026, our Compensation Committee of the Board approved additional compensation for Nadia Waheed, M.D., our Chief Medical Officer, as set forth in a letter agreement entered into with her and in recognition of her extra responsibilities as the lead of our newly formed Governance Committee responsible for cross-functional oversight of preparations for the commercialization of OTX-TKI. Pursuant to the terms of the letter agreement dated November 7, 2026, between us and Dr. Waheed, or the Waheed Letter Agreement, Dr. Waheed is entitled to receive monthly payments of $12,500 for each full calendar month between November 1, 2026 and December 31, 2027, conditioned on her continued employment and continued service as lead of the Governance Committee, or the Monthly Leadership Payments. Dr. Waheed’s first payment under the Waheed Letter Agreement will also include a one-time additional bonus payment of $50,000 in recognition of her prior service as lead of the Governance Committee, or the Recognition Bonus. In addition, she is eligible to receive a discretionary performance bonus of up to $112,500, with the amount, if any, to generally be determined by the Compensation Committee of our Board upon the recommendation of the CEO, subject to Dr. Waheed’s continued employment with us as of December 31, 2027, or the Performance Bonus. The Monthly Leadership Payments, Recognition Bonus and Performance Bonus will not be treated as base salary, will not be taken into account in determining Dr. Waheed’s annual bonus and will not be treated as compensation used to calculate severance, benefits or any other payment under Dr. Waheed’s employment agreement with us or any employee benefit plan.

In the event of an Executive Change (as defined in the Waheed Letter Agreement), and subject to the execution and

effectiveness of a general release of claims by Dr. Waheed, we will pay Dr. Waheed the maximum Performance Bonus in a lump sum on the first regular payroll date following the date of effectiveness of such release, and the Monthly Leadership Payments will continue while Dr. Waheed remains employed and serving as lead of the Governance Committee. In the event of an Employment CIC Event or Governance CIC Event (each as defined in the Waheed Letter Agreement), and subject to the execution and effectiveness of a general release of claims by Dr. Waheed, we will pay Dr. Waheed an amount equal to the Monthly Leadership Payments that would have been paid to her through December 31, 2027, as well as the maximum Performance Bonus.

The foregoing summary is qualified in its entirety by reference to the Waheed Letter Agreement, a copy of which is

filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Director and Officer Trading Arrangements

A portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) is in the form of equity awards, including stock options and restricted stock units, or RSUs, and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other of our securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons.

Transactions in our securities by directors and officers are required to be made in accordance with ourinsider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.

During the three months ended September 30, 2026, none of our directors and officers adopted orterminated a trading arrangement for the sale or purchase of our securities that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or a “Rule 10b5-1 trading arrangement”, or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

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