Ocular Therapeutix™ Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Ocular Therapeutix (NASDAQ: OCUL) granted inducement equity awards under its 2019 Inducement Stock Incentive Plan to six newly hired non-executive employees (effective April 8, 2026) and to Jerome M. Gangitano, SVP, CMC Technical Operations (effective April 13, 2026).

The non-executive awards total options for 46,425 shares and RSUs for 15,275 shares with an $8.42 exercise price. Mr. Gangitano received options for 300,000 shares and RSUs for 100,000 shares with an $8.86 exercise price. Options have ten-year terms; vesting schedules are four years for options and three years for RSUs.

AI-generated analysis. Not financial advice.

News Market Reaction – OCUL

-1.13%

1 alert

-1.13% News Effect

On the day this news was published, OCUL declined 1.13%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Non-exec options: 46,425 shares Non-exec RSUs: 15,275 shares Non-exec option price: $8.42 per share +5 more

8 metrics

Non-exec options 46,425 shares Non-statutory stock options for six newly hired non-executive employees

Non-exec RSUs 15,275 shares Restricted stock units for six newly hired non-executive employees

Non-exec option price $8.42 per share Exercise price equal to closing price on April 8, 2026

SVP options 300,000 shares Non-statutory stock option award to new SVP CMC Technical Operations

SVP RSUs 100,000 shares Restricted stock units to new SVP CMC Technical Operations

SVP option price $8.86 per share Exercise price equal to closing price on April 13, 2026

Option term 10 years Term for each stock option award under inducement plan

Vesting periods 4 years options / 3 years RSUs Option and RSU vesting schedules subject to continued service

Market Reality Check

Price: $8.16 Vol: Volume 2,845,491 is below...

normal vol

$8.16 Last Close

Volume Volume 2,845,491 is below the 20-day average of 3,634,430, suggesting no outsized trading ahead of this HR-related news. normal

Technical Shares at $8.86 are trading below the 200-day moving average of $11.10, and about 46% under the 52-week high of $16.44.

Peers on Argus

Sector peers show mixed moves (e.g., BEAM +9.35%, TVTX +7.01%, BLTE -1.70%), and...

1 Down

Sector peers show mixed moves (e.g., BEAM +9.35%, TVTX +7.01%, BLTE -1.70%), and only one peer (ARQT -8.47%) appears in momentum scans, supporting a stock-specific read-through for this routine inducement grant filing.

Historical Context

5 past events · Latest: Apr 13 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Apr 13	Clinical data update	Positive	+0.8%	Additional positive Week 52 SOL-1 Phase 3 AXPAXLI data versus aflibercept.
Apr 01	Conference presentations	Positive	-1.6%	Announcement of SOL-1 data presentations at multiple April scientific conferences.
Mar 09	Inducement grants	Neutral	-0.7%	Equity inducement awards to three new non-executive employees under inducement plan.
Feb 24	Investor conferences	Positive	+6.5%	Participation in multiple March investor conferences with CEO fireside chats and webcasts.
Feb 23	Clinical data preview	Positive	+8.1%	Planned detailed SOL-1 Phase 3 data presentations and associated investor webcast.

Pattern Detected

Clinical and investor-focused announcements have recently seen positive price alignment, while routine corporate or administrative news (like inducement grants) has corresponded with modest or mixed moves.

Recent Company History

Over the last few months, Ocular Therapeutix has centered news flow on its SOL-1 Phase 3 program for AXPAXLI in wet AMD and related investor engagement. On Feb 23 and Feb 24, detailed SOL-1 data presentations and conference participation coincided with gains of 8.10% and 6.48%. Additional SOL-1 analyses on Apr 13 were followed by a 0.8% rise. In contrast, conference logistics and prior inducement grants (e.g., Mar 9) have produced small, mixed reactions, similar in character to today’s HR-related equity awards.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-09-30

An effective Form S-3ASR shelf filed on 2025-09-30 allows Ocular Therapeutix to offer various securities from time to time for general corporate purposes, including R&D, clinical trials, regulatory submissions, commercialization, manufacturing, acquisitions, debt repayment and working capital.

Market Pulse Summary

This announcement details inducement equity awards under Nasdaq Listing Rule 5635(c)(4) for six new ...

Analysis

This announcement details inducement equity awards under Nasdaq Listing Rule 5635(c)(4) for six new non-executive employees and a new SVP, with options and RSUs totaling several hundred thousand shares at exercise prices of $8.42 and $8.86. It reflects ongoing team build-out rather than new clinical or commercial data. In context, prior news flow has centered on SOL-1 Phase 3 AXPAXLI results and investor outreach, which have driven more meaningful price reactions than routine compensation-related filings.

Key Terms

nasdaq listing rule 5635(c)(4), non-statutory stock option, restricted stock unit, exercise price

4 terms

nasdaq listing rule 5635(c)(4) regulatory

"The awards were made as an inducement ... in accordance with Nasdaq Listing Rule 5635(c)(4)."

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

non-statutory stock option financial

"the awards consist of non-statutory stock option awards to purchase up to an aggregate of 46,425 shares"

A non-statutory stock option is a company-granted right that lets a person buy shares later at a set price but does not receive special tax-favored treatment under tax law. It matters to investors because when the option is used the holder usually pays ordinary income tax on the gain and the company records compensation cost and issues new shares, which can reduce existing owners’ percentage ownership—think of it like a coupon to buy stock that creates a taxable event and some dilution.

restricted stock unit financial

"and restricted stock unit awards representing the right to receive an aggregate of 15,275 shares"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

exercise price financial

"These stock option awards have an exercise price of $8.42 per share, equal to the closing price"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

AI-generated analysis. Not financial advice.

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BEDFORD, Mass., April 14, 2026 (GLOBE NEWSWIRE) -- Ocular Therapeutix, Inc. (NASDAQ: OCUL, “Ocular” or the “Company”), an integrated biopharmaceutical company committed to redefining the retina experience, today announced that it has granted inducement awards to six newly hired non-executive employees and to Mr. Jerome M. Gangitano, the Company’s new SVP, CMC Technical Operations. The awards were made as an inducement material to each recipient’s acceptance of employment with Ocular under Ocular’s 2019 Inducement Stock Incentive Plan in accordance with Nasdaq Listing Rule 5635(c)(4).

The inducement equity awards were granted to the six newly hired non-executive employees effective as of April 8, 2026, and to Mr. Gangitano effective as of April 13, 2026. In the case of the non-executive employees, the awards consist of non-statutory stock option awards to purchase up to an aggregate of 46,425 shares of Ocular’s common stock and restricted stock unit awards representing the right to receive an aggregate of 15,275 shares of Ocular’s common stock. These stock option awards have an exercise price of $8.42 per share, equal to the closing price of Ocular’s common stock on The Nasdaq Global Market on the effective date of grant. In the case of Mr. Gangitano, the awards consist of a non-statutory stock option award to purchase up to 300,000 shares of Ocular’s common stock and restricted stock unit awards representing the right to receive an aggregate of 100,000 shares of Ocular’s common stock. Mr. Gangitano’s stock option award has an exercise price of $8.86 per share, equal to the closing price of Ocular’s common stock on The Nasdaq Global Market on the effective date of grant. Each of the stock option awards has a ten-year term and vest over four years, with 25% of the original number of shares vesting on the one-year anniversary of the date of grant, and the remainder vesting in equal monthly installments over the three years after such date, subject to the recipient’s continued service to Ocular through the applicable vesting dates. Each of the restricted stock unit awards vest over three years, in equal annual installments on the first, second and third anniversaries of the date of grant, subject to the recipient’s continued service to Ocular through the applicable vesting dates.

The inducement equity awards are subject to the terms and conditions of the award agreements covering the grants and Ocular’s 2019 Inducement Stock Incentive Plan.

About Ocular Therapeutix, Inc.
Ocular Therapeutix, Inc. is an integrated biopharmaceutical company committed to redefining the retina experience. AXPAXLI™ (also known as OTX-TKI), Ocular’s investigational product candidate for retinal disease, is an axitinib intravitreal hydrogel based on its ELUTYX™ proprietary bioresorbable hydrogel-based formulation technology. AXPAXLI is currently in Phase 3 clinical trials for wet age-related macular degeneration (wet AMD), and diabetic retinal disease, including non-proliferative diabetic retinopathy (NPDR).

Ocular’s pipeline also leverages the ELUTYX technology in its commercial product DEXTENZA^®, an FDA-approved corticosteroid for the treatment of ocular inflammation and pain following ophthalmic surgery in adults and pediatric patients and ocular itching associated with allergic conjunctivitis in adults and pediatric patients aged two years or older, and in its investigational product candidate OTX-TIC, which is a travoprost intracameral hydrogel that has completed a Phase 2 clinical trial for the treatment of open-angle glaucoma or ocular hypertension. Ocular is currently evaluating next steps for the OTX-TIC program.

Follow the Company on its website, LinkedIn, or X.

DEXTENZA^® is a registered trademark of Ocular Therapeutix, Inc. The Ocular Therapeutix logo, AXPAXLI™, ELUTYX™, and Ocular Therapeutix™ are trademarks of Ocular Therapeutix, Inc.

Investors & Media
Ocular Therapeutix, Inc.
Bill Slattery
Vice President, Investor Relations
bslattery@ocutx.com

FAQ

What inducement awards did Ocular Therapeutix (OCUL) grant on April 8 and April 13, 2026?

Ocular granted non-statutory stock options and restricted stock units to new hires and a new SVP. According to the company, options and RSUs were granted effective April 8, 2026 for six non-executives and April 13, 2026 for Jerome M. Gangitano.

How many shares were included in the inducement grants to Jerome M. Gangitano (OCUL)?

Mr. Gangitano received options for 300,000 shares and RSUs for 100,000 shares. According to the company, his option exercise price was set at $8.86 per share, equal to the Nasdaq closing price on the grant date.

What are the exercise price and term for the stock options in Ocular's April 2026 grants (OCUL)?

Exercise prices matched Nasdaq closing prices on each grant date and options have a ten-year term. According to the company, non-executive options priced at $8.42 and Mr. Gangitano's at $8.86, each with a ten-year term.

How do the inducement awards to non-executive employees (OCUL) vest over time?

Non-executive stock options vest over four years and RSUs vest over three years. According to the company, options vest 25% after one year then monthly over three years; RSUs vest in equal annual installments over three years.

Under which plan did Ocular Therapeutix (OCUL) make the April 2026 inducement grants and why?

The grants were made under Ocular's 2019 Inducement Stock Incentive Plan as inducement awards. According to the company, the awards were material inducements to the recipients' acceptance of employment in compliance with Nasdaq Rule 5635(c)(4).