Management Change/Compensation (Form 8-K)

In the fourth quarter of 2025, the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Ocugen, Inc. (the "Company") conducted a review, with its compensation consultant, of total equity ownership of the Company's Chief Executive Officer, Dr. Shankar Musunuri, as compared to founder chief executive officers in the Company's peer group. On December 12, 2025, upon recommendation of the Compensation Committee, the Board approved an additional award of 9,369,604 Performance Restricted Stock Units (the "PSUs") to Dr. Musunuri, in addition to Dr. Musunuri's regular annual equity award, to be granted on January 2, 2026.

The PSUs are subject to a three year performance period ending December 31, 2028 (the "Performance Period") and will vest upon the Compensation Committee's determination of the Company's achievement of certain performance milestones as follows: (i) two-thirds of the PSUs will vest upon certain regulatory milestones and (ii) one-third of the PSUs will vest upon the achievement of a stock performance related milestone, in each case during the Performance Period. The performance milestones may be achieved (and the PSUs earned) at any time during the Performance Period, and the PSUs will vest and be settled in shares of the Company's Common Stock at such time as the Compensation Committee certifies that an applicable performance milestone has been achieved, subject to Dr. Musunuri's continued service with the Company through the applicable achievement date. Any PSUs for which a performance milestone has not been achieved by the end of the Performance Period will be cancelled and forfeited. Upon any termination of service, any portion of the PSUs that is unvested and unearned as of the termination date will be forfeited.