OCULAR THERAPEUTIX, INC Stock Compensation Disclosure
13. Stock-Based Awards
For the years ended December 31, 2025 and 2024, the Company had three stock-based compensation plans under which it was able to grant stock-based awards, the 2021 Stock Incentive Plan, as amended (the “2021 Plan”), the 2019 Inducement Stock Incentive Plan, as amended (the “2019 Inducement Plan”), and the 2014 Employee Stock Purchase Plan (the “ESPP”) (collectively the “Stock Plans”). Certain inducement awards made prior to inception of the 2019 Inducement Plan were issued outside of the Stock Plans. The purpose of the Stock Plans is to provide incentives to employees, directors, and nonemployee consultants. The 2021 Plan and the 2019 Inducement Plan provide for the grant
of non-statutory stock options, restricted stock awards, restricted stock units (“RSUs”), performance stock units (“PSUs”), stock appreciation rights and other stock-based awards. The 2021 Plan also provides for the grant of incentive stock options.
2021 Plan - The number of shares initially reserved for issuance under the 2021 Plan was 6,000,000 shares of common stock; plus 456,334 shares remaining available for grant under the 2014 Plan as of immediately prior to the effective date of the 2021 Plan and 9,766,336 shares subject to awards granted under the 2014 Plan or the 2006 Plan, which awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right (subject to certain limitations). On June 16, 2022, the Company’s stockholders approved an amendment (“Amendment No. 1”) to the Company’s 2021 Plan. Amendment No. 1 increased the number of shares of common stock that is reserved for issuance under the 2021 Plan by 3,600,000. On June 14, 2023, the Company’s stockholders approved an amendment (“Amendment No. 2”) to the Company’s 2021 Plan. Amendment No. 2 increased the number of shares of common stock that is reserved for issuance under the 2021 Plan by 3,900,000. On June 12, 2024, the Company’s stockholders approved an amendment (“Amendment No. 3”) to the Company’s 2021 Plan. Amendment No. 3 increased the number of shares of common stock that is reserved for issuance under the 2021 Plan by 7,000,000. On June 11, 2025, the Company’s stockholders approved an amendment to the 2021 Plan to increase the aggregate number of shares of common stock issuable thereunder by 8,750,000 (“Amendment No. 4 to the 2021 Plan”). As of December 31, 2025, 7,105,154 shares remained available for issuance under the 2021 Plan.
2019 Inducement Plan - Awards under the 2019 Inducement Plan may only be granted to persons who (a) were not previously an employee or director of the Company or (b) are commencing employment with the Company following a bona fide period of non-employment, in either case as an inducement material to the individual’s entering into employment with the Company and in accordance with the requirements of Nasdaq Stock Market Rule 5635(c)(4). For the avoidance of doubt, neither consultants nor advisors shall be eligible to participate in the 2019 Inducement Plan. Each person who is granted an Award under the 2019 Inducement Plan is deemed a “Participant”. On December 10, 2020, the board of directors of the Company amended the 2019 Inducement Plan to increase the aggregate number of shares issuable by 554,000 shares of common stock to 1,054,000. On February 20, 2024, the Company’s board of directors amended the 2019 Inducement Plan to increase the aggregate number of shares issuable thereunder from 1,054,000 to 3,804,000 shares of common stock. On April 16, 2024, the board of directors of the Company further amended the 2019 Inducement Plan to increase the aggregate number of shares issuable thereunder from 3,804,000 to 4,804,000 shares of common stock. On October 4, 2024, the board of directors of the Company further amended the 2019 Inducement Plan to increase the aggregate number of shares issuable thereunder from 4,804,000 to 6,054,000 shares of common stock. As of December 31, 2025, 769,016 shares remained available for issuance under the 2019 Inducement Plan.
ESPP – The number of shares initially reserved for issuance under the ESPP was 207,402 shares of common stock. The number of shares of common stock that may be issued under the ESPP will automatically increase on the first day of each fiscal year, commencing on January 1, 2015 and ending on December 31, 2024, in an amount equal to the least of 207,402 shares of the Company’s common stock, 0.5% of the number of shares of the Company’s common stock outstanding on the first day of the applicable fiscal year, and an amount determined by the Company’s board of directors. On January 1, 2023, the number of shares available for issuance under the ESPP increased by 207,402. On January 1, 2024, the number of shares available for issuance under the ESPP increased from 398,784 to 606,186. On June 11, 2025, the Company’s stockholders approved the amendment and restatement of the ESPP to increase the number of shares of common stock issuable thereunder by 2,000,000 and to eliminate the provisions in the ESPP related to the annual “evergreen” share increase. As of December 31, 2025, 2,183,378 shares of common stock remained available for issuance under the ESPP.
Stock options granted pursuant to the Stock Plans, excluding awards under the ESPP, are granted at exercise prices not to be less than the fair value of common shares as of the date of grant. With the exception of performance option awards and awards under the ESPP, stock options granted pursuant to the Stock Plans generally require a service period of 4 years and generally vest monthly, or on the first anniversary of the grant date, with the remainder vesting monthly over the remaining three years. Stock Options granted under the 2019 Inducement Plan may in addition be subject to performance-based vesting. The maximum contractual term of Stock Options granted under the Stock Plans is generally 10 years. RSUs granted pursuant to the Stock Plans generally require a service period of 3 years and generally vest on each anniversary of the grant date. Certain RSUs granted to certain newly hired executive and senior-level employees in the year ended December 31, 2024 require a service period of 3 years and vest quarterly. An immaterial
number of RSUs granted to employees in the year ended December 31, 2024 vest fully on the first anniversary of the grant and are, in addition, subject to performance conditions.
On February 11, 2025, the Company granted 1,500,000 PSUs to its Executive Chairman, President and Chief Executive Officer under the 2021 Plan. Each PSU is settleable for one share of common stock upon vesting. The PSUs are allocated equally across four tranches, which can be earned during a five-year performance period commencing on the grant date (the “PSU Performance Period”), if the Company’s consecutive 60-day closing stock price average meets or exceeds per share price hurdles of $15.00, $20.00, $25.00 and $30.00, as applicable. All PSUs are subject to a service condition. The PSUs earned during the first three years of the PSU Performance Period are subject to additional service-based vesting requirements through February 11, 2028.
On February 11, 2025, the Company granted 2,750,000 performance stock options to the Company’s Executive Chairman, President and Chief Executive Officer under the 2021 Plan (the “Performance Option Award”). The Performance Option Award was contingent upon the approval by the Company’s stockholders of Amendment No. 4 to the 2021 Plan. The stockholders of the Company approved Amendment No. 4 to the 2021 Plan on June 11, 2025. In accordance with the guidance of Accounting Standards Codification Topic 718 Compensation—Stock Compensation, the Performance Option Award was deemed granted for financial accounting purposes as of June 11, 2025 when shareholder approval was obtained. The Performance Option Award is allocated equally across four tranches, which can be earned during a five-year performance period commencing on February 11, 2025 (the “Option Award Performance Period”), if the Company’s consecutive 60-day closing stock price average meets or exceeds per share price hurdles of $15.00, $20.00, $25.00 and $30.00, as applicable. All performance stock options are subject to a service condition. The performance stock options earned during the first three years of the Option Award Performance Period are subject to additional service-based vesting requirements through February 11, 2028.
Valuation of Awards
The fair value of each stock option grant, excluding the grants under the Performance Option Award, is estimated on the date of grant using the Black-Scholes option-pricing model. The expected life of the options was calculated using the simplified method. The simplified method defines the life as the average of the contractual term of the options and the weighted-average vesting period for all option tranches. The Company utilizes the simplified method because the Company does not have sufficient historical exercise data over the life of awards to provide a reasonable basis upon which to estimate expected term. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company uses its historical volatility to estimate expected volatility.
The assumptions that the Company used to determine the fair value of the stock options granted to employees and directors, excluding the Performance Option Award, are as follows, presented on a weighted average basis:
Year Ended |
| ||||||
December 31, |
| ||||||
2025 | | 2024 | | 2023 |
| ||
Risk-free interest rate | 4.21 | % | 4.11 | % | 3.72 | % | |
Expected term (in years) | 5.9 |
| 6.0 |
| 6.0 | ||
Expected volatility | 80.32 | % | 80.12 | % | 77.32 | % | |
Expected dividend yield | 0.0 | % | 0.0 | % | 0.0 | % | |
For RSUs, the grant date fair value is the closing price of the Company’s stock on the grant date.
The fair value of each tranche of the PSUs and each tranche of the Performance Option Award was estimated using a Monte Carlo simulation. The main inputs to valuing each tranche, presented on a weighted average basis, include the risk-free interest rate of 4.3%, expected volatility of 95.1%, the contractual term of years, and an expected dividend yield of 0.0%. The requisite service period for each tranche was derived from the Monte Carlo simulation, taking into account the three-year minimum service requirement.
Stock Options
The following table summarizes the Company’s stock option activity, excluding the Performance Option Award:
Weighted | ||||||||||
Weighted | Average | |||||||||
Average | Remaining | Aggregate | ||||||||
Shares Issuable | Exercise | Contractual | Intrinsic | |||||||
| Under Options | | Price | | Term | | Value | |||
(In years) | ||||||||||
Outstanding as of December 31, 2024 |
| 19,887,683 | $ | 7.93 |
| 6.05 | $ | 41,570 | ||
Granted |
| 4,646,284 |
| 8.38 |
| |||||
Exercised |
| (3,721,747) |
| 5.52 |
| |||||
Cancelled/forfeited |
| (1,674,403) |
| 13.24 |
| |||||
Outstanding as of December 31, 2025 |
| 19,137,817 | $ | 8.04 |
| 6.88 | $ | 86,261 | ||
Options vested and expected to vest as of December 31, 2025 |
| 17,587,128 | $ | 8.15 |
| 6.73 | $ | 77,968 | ||
Options exercisable as of December 31, 2025 |
| 10,852,007 | $ | 7.99 |
| 5.48 | $ | 52,781 | ||
The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised was $18,378, $11,102, and $275 during the years ended December 31, 2025, 2024 and 2023, respectively.
The weighted average grant date fair value of stock options granted during the years ended December 31, 2025, 2024 and 2023, excluding grants of performance stock options under the Performance Option Award, was $5.97, $5.59 and $2.74 per share, respectively.
The following table summarizes the Company’s activity for grants of performance stock options under the Performance Option Award:
Weighted | ||||||||||
Shares Issuable | Weighted | Average | ||||||||
Under | Average | Remaining | Aggregate | |||||||
Performance | Exercise | Contractual | Intrinsic | |||||||
|
| | Price | | Term | | Value | |||
(In years) | ||||||||||
Outstanding as of December 31, 2024 |
| — | $ | — |
| — | — | |||
Granted |
| 2,750,000 |
| 7.44 |
| 9.13 | ||||
Outstanding as of December 31, 2025 |
| 2,750,000 | $ | 7.44 |
| 9.13 | $ | 12,925 | ||
Options vested and expected to vest as of December 31, 2025 |
| 2,750,000 | $ | 7.44 |
| 9.13 | $ | 12,925 | ||
Options exercisable as of December 31, 2025 |
| — | $ | — |
| — | $ | — | ||
The weighted average grant date fair value of performance stock options granted under the Performance Option Award during the year ended December 31, 2025 was $5.66 per share.
RSUs
The following table summarizes the Company’s activity of unvested RSUs:
Weighted | |||||
average | |||||
grant date | |||||
| RSU's | | fair value | ||
Unvested balance at December 31, 2024 |
| 3,389,604 | $ | 7.52 | |
Granted |
| 2,779,643 |
| 7.87 | |
Released | (1,551,706) | 7.19 | |||
Cancelled/forfeited |
| (258,170) |
| 6.48 | |
Unvested balance at December 31, 2025 |
| 4,359,371 | $ | 7.92 | |
Each RSU is equivalent to one share of common stock upon vesting. Holders of RSUs are not entitled to vote on any matters and are not entitled to dividends.
PSUs
The following table summarizes the Company’s activity of unvested PSUs:
Weighted | |||||
average | |||||
grant date | |||||
| PSU's | | fair value | ||
Unvested balance at December 31, 2024 |
| — | $ | — | |
Granted |
| 1,500,000 |
| 6.21 | |
Released | — | — | |||
Cancelled/forfeited |
| — |
| — | |
Unvested balance at December 31, 2025 |
| 1,500,000 | $ | 6.21 | |
Each PSU is equivalent to one share of common stock upon vesting. Holders of PSUs are not entitled to vote on any matters and are not entitled to dividends.
Stock-based Compensation
The Company recorded stock-based compensation expense in the following expense categories of its statements of operations and comprehensive loss:
Year Ended December 31, | |||||||||
| 2025 | | 2024 | | 2023 | ||||
Research and development | $ | 13,389 | $ | 9,276 | $ | 4,508 | |||
Selling and marketing |
| 4,640 |
| 3,071 |
| 3,682 | |||
General and administrative |
| 25,155 |
| 20,762 |
| 9,635 | |||
$ | 43,184 | $ | 33,109 | $ | 17,825 | ||||
As of December 31, 2025, the Company had an aggregate of $79,426 of unrecognized stock-based compensation cost, which is expected to be recognized over a weighted average period of 2.32 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 5, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Mar 11, 2024 | |
| 2022 | Mar 6, 2023 | |
| 2021 | Feb 28, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.