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. )

Filed by the Registrant☒ Filed by a Party other than the Registrant☐

Check the appropriate box:

Ocular Therapeutix, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

April 29, 2025

Dear Fellow Ocular Therapeutix Stockholders:

2024 was a transformative year for Ocular Therapeutix as we advanced our leading product candidate, AXPAXLI™, to address the large unmet medical need and market opportunity in the retinal disease space. We were proud to finish the year with strong momentum in our AXPAXLI Phase 3 clinical program, a 9% increase in total net revenue, which includes sales of DEXTENZA, and substantial capital, which, together with anticipated cash inflows from DEXTENZA we believe will enable us to fund our planned operating expenses, debt service obligations and capital expenditure requirements, into 2028. With the leadership of our recently refreshed management team, Ocular Therapeutix has redefined our strategic priorities as we work to redefine the retina experience for patients, physicians and caregivers – starting with wet age-related macular degeneration, or AMD, as our top priority.

In February 2024, we welcomed Dr. Pravin Dugel as the executive chairman of our board of directors, at which time I became the lead independent director, and in April 2024, the board appointed Dr. Dugel as our president and chief executive officer. Dr. Dugel is a global thought leader in retinal drug development and an experienced life sciences executive, having most recently served as the President of IVERIC bio, which was acquired by Astellas in 2023. Dr. Dugel has participated as a principal investigator in over 100 clinical trials and previously led a private retina practice. In 2024, we also welcomed Dr. Jeffrey Heier as our Chief Scientific Officer, Dr. Peter Kaiser as our Chief Development Officer, Dr. Sanjay Nayak as our Chief Strategy Officer, Dr. Nadia Waheed as our Chief Medical Officer, Mr. Todd Anderman as our Chief Legal Officer, and expanded Mr. Donald Notman’s Chief Financial Officer responsibilities to include the role of Chief Operating Officer.

We are already benefitting from the expertise of our world-class leadership team as we have successfully completed enrollment and randomization in SOL-1, the first of our anticipated two phase 3 clinical trials for AXPAXLI in wet AMD, well ahead of schedule. Additionally in 2024, we launched and are progressing randomization of patients in SOL-R, the second of our phase 3 clinical trials for AXPAXLI in wet AMD. We also continued to engage with the FDA to clarify and potentially de-risk the regulatory path for AXPAXLI in this indication.

As we look ahead, the board remains engaged in overseeing our pipeline development while striving to adopt leading governance standards and practices as they emerge, maintaining regular engagement with our investors at both the board and leadership team level to provide strategic updates, and continuing to understand better our stockholders’ priorities.

On behalf of the entire Ocular Therapeutix board and team, I would like to express our appreciation for your continued interest in our company. We respectively request your vote in support of the matters presented in our 2025 proxy statement.

Pursuant to the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to stockholders over the Internet instead of a 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 2, 2025, 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 2024 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2024, and how to vote online or by telephone.

OCULAR THERAPEUTIX, INC.

15 Crosby Drive

Bedford, MA 01730

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on Wednesday, June 11, 2025

The 2025 Annual Meeting of Stockholders, or the Annual Meeting, of Ocular Therapeutix, Inc., a Delaware corporation, will be held on Wednesday, June 11, 2025 beginning at 8:30 a.m., Eastern time, via the Internet in a virtual meeting format at www.virtualshareholdermeeting.com/OCUL2025, 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, 2025 and during our Annual Meeting at www.virtualshareholdermeeting.com/OCUL2025. 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 2024 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2024, and which we refer to as the 2024 Annual Report, by notifying you of the availability of our proxy materials and our 2024 Annual Report via the Internet. On or about May 2, 2025, 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 2024 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 14, 2025 will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

Bedford, Massachusetts

April 29, 2025

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.