OMEROS CORP 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2025. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our principal executive and principal financial officers concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Management ’ s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Our management, with the participation of our principal executive and principal financial officers, conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 framework). Based on the results of this assessment and on those criteria, our management concluded that our internal control over financial reporting was effective as of December 31, 2025. There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during our fourth fiscal quarter of 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 69 Table of Contents ITEM 9B. OTHER INFORMATION (a) None. (b) During the three months ended December 31, 2025, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item will be contained in our definitive proxy statement issued in connection with the 2026 Annual Meeting of Shareholders and is incorporated herein by reference . Certain information required by this item concerning executive officers is set forth in Part I of this Annual Report on Form 10-K under the heading “Business - Information About Our Executive Officers and Significant Employees.” ITEM 11. EXECUTIVE COMPENSATION The information required by this item will be contained in our definitive proxy statement issued in connection with the 2026 Annual Meeting of Shareholders and is incorporated herein by reference . 70 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS Except for the information set forth below, the information required by this item will be contained in our definitive proxy statement issued in connection with the 2026 Annual Meeting of Shareholders and is incorporated herein by reference. Securities Authorized for Issuance Under Equity Compensation Plans The following table provides certain information regarding our equity compensation plans in effect as of December 31, 2025: Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights Weighted-Average Exercise Price of Outstanding Options and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans Equity compensation plans approved by security holders: 2017 Omnibus Incentive Compensation Plan (1) 15,954,865 $ 6.71 3,893,710 2008 Equity Incentive Plan (2) 2,318,240 $ 11.12 — Total 18,273,105 $ 7.27 3,893,710 (1) Our 2017 Plan provides for the grant of incentive and non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to employees, directors and consultants and subsidiary corporations’ employees and consultants. The 2017 Plan replaced the 2008 Plan, and as a result we will not grant any new awards under the 2008 Plan. Any stock option awards granted under the 2008 Plan that were outstanding as of the effective date of the 2017 Plan remained in effect pursuant to their terms and, if the award is canceled or is repurchased, the shares underlying such award become available for grant under the 2017 Plan. (2) The 2008 Plan provided for the grant of incentive and non-statutory stock options, restricted stock, stock appreciation rights, performance units and performance shares to employees, directors and consultants and subsidiary corporations’ employees and consultants. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item will be contained in our definitive proxy statement issued in connection with the 2026 Annual Meeting of Shareholders and is incorporated herein by reference. 71 Table of Contents ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this item will be contained in our definitive proxy statement issued in connection with the 2026 Annual Meeting of Shareholders and is incorporated herein by reference. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 1. Financial Statements See the Index to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K. 2. Financial Statement Schedules All schedules have been omitted as the required information is either not required, not applicable or otherwise included in the Financial Statements and notes thereto. 3. Exhibits The following list of exhibits includes exhibits submitted with this Form 10-K as filed with the SEC and those incorporated by reference to other filings. EXHIBIT INDEX Incorporated by Reference Exhibit No. Exhibit Description Form File No. Exhibit No. Filing Date Filed Herewith 1.1 Sales Agreement, dated March 1, 2021, between Omeros Corporation and Cantor Fitzgerald & Co. 10-K 001-34475 1.1 03/01/2021 3.1 Amended and Restated Articles of Incorporation of Omeros Corporation 10-K 001-34475 3.1 03/31/2010 3.2 Amended and Restated Bylaws of Omeros Corporation 10-K 001-34475 3.2 03/31/2010 4.1 Description of Common Stock 10-K 001-34475 4.1 03/01/2021 4.2 Form of Omeros Corporation Common Stock Certificate S-1/A 333-148572 4.1 10/02/2009 72 Table of Contents 4.3 Indenture, dated as of August 14, 2020, between Omeros Corporation and Wells Fargo Bank, National Association, as trustee 8-K 001-34475 4.1 08/14/2020 4.4 Second Supplemental Indenture, dated as of May 14, 2025, between the Company and Computershare Trust Company, National Association, as trustee (including the form of 9.50% Convertible Senior Notes due 2029) 8-K/A 001-34475 4.2 05/16/2025 10.1* Form of Indemnification Agreement entered into between Omeros Corporation and its directors and officers S-1 333-148572 10.1 01/09/2008 10.2* 2008 Equity Incentive Plan (as amended) 10-K 001-34475 10.6 03/16/2017 10.3* Form of Stock Option Award Agreement under the 2008 Equity Incentive Plan 10-Q 001-34475 10.2 11/07/2013 10.4* 2017 Omnibus Incentive Compensation Plan (as amended and restated effective as of June 23, 2023) 8-K 001-34475 10.1 06/28/2023 10.5* Form of Stock Option Award Agreement under the 2017 Omnibus Incentive Compensation Plan S-8 333-218882 4.4 06/21/2017 73 Table of Contents 10.6* Second Amended and Restated Employment Agreement between Omeros Corporation and Gregory A. Demopulos, M.D. dated April 7, 2010 8-K 001-34475 10.1 04/12/2010 10.7* Omeros Corporation Non-Employee Director Compensation Policy 10-K 001-34475 10.11 03/13/2023 10.8 Lease dated January 27, 2012 between Omeros Corporation and BMR-201 Elliott Avenue LLC 8-K 001-34475 10.1 02/01/2012 10.9 First Amendment to Lease dated November 5, 2012 between Omeros Corporation and BMR-201 Elliott Avenue LLC 10-Q 001-34475 10.2 11/09/2012 10.10 Second Amendment to Lease dated November 16, 2012 between Omeros Corporation and BMR-201 Elliott Avenue LLC 10-K 001-34475 10.18 03/18/2013 10.11 Third Amendment to Lease dated October 16, 2013 between Omeros Corporation and BMR-201 Elliott Avenue LLC 10-K 001-34475 10.18 03/13/2014 10.12 Fourth Amendment to Lease dated September 8, 2015 between Omeros Corporation and BMR-201 Elliott Avenue LLC 10-Q 001-34475 10.3 11/09/2015 10.13 Fifth Amendment to Lease dated September 1, 2016 between Omeros Corporation and BMR-201 Elliott Avenue LLC 10-Q 001-34475 10.1 05/10/2017 10.14 Sixth Amendment to Lease dated October 18, 2018 between Omeros Corporation and BMR-201 Elliott Avenue LLC 10-K 001-34475 10.19 03/01/2019 74 Table of Contents 10.15 Seventh Amendment to Lease dated April 15, 2019 between Omeros Corporation and BMR-201 Elliott Avenue LLC 10-Q 001-34475 10.1 08/08/2019 10.16 Eighth Amendment to Lease dated October 18, 2019 between Omeros Corporation and BMR-201 Elliott Avenue LLC 10-K 001-34475 10.20 03/02/2020 10.17 Ninth Amendment to Lease dated January 15, 2020 between Omeros Corporation and BMR-201 Elliott Avenue LLC 10-Q 001-34475 10.1 05/11/2020 10.18 Tenth Amendment to Lease dated September 15, 2020 between Omeros Corporation and BMR-201 Elliott Avenue LLC 10-Q 001-34475 10.1 11/09/2020 10.19 Eleventh Amendment to Lease dated October 23, 2020 between Omeros Corporation and BMR-201 Elliott Avenue LLC 10-K 001-34475 10.23 03/01/2021 10.20 Twelfth Amendment to Lease dated January 1, 2021 between Omeros Corporation and BMR-201 Elliott Avenue LLC 10-K 001-34475 10.24 03/01/2021 10.21 Thirteenth Amendment to Lease dated January 1, 2021 between Omeros Corporation and BMR-201 Elliott Avenue LLC 10-Q 001-34475 10.1 08/09/2021 10.22 F ourteenth Amendment to Lease dated January 14, 2022 between Omeros Corporation and BMR-201 Elliott Avenue LLC 10-Q 001-34475 10.1 05/10/2022 75 Table of Contents 10.23 Fifteenth Amendment to Lease dated November 1, 2022 between Omeros Corporation and BMR-201 Elliott Avenue LLC 10-Q 001-34475 10.3 08/07/2024 10.24 Sixteenth Amendment to Lease dated July 8, 2024 between Omeros Corporation and BMR-201 Elliott Avenue LLC 10-Q 001-34475 10.1 11/13/2024 10.25 Seventeenth Amendment to Lease dated December 18, 2024 between Omeros Corporation and BMR-201 Elliott Avenue LLC 10-K 001-34475 10.25 03/31/2025 10.26† License Agreement between Omeros Corporation and Daiichi Sankyo Co., Ltd. (successor-in-interest to Asubio Pharma Co., Ltd.) dated March 3, 2010 10-K 001-34475 10.23 04/01/2024 10.27† Amendment No. 1 to License Agreement with an effective date of January 5, 2011 between Omeros Corporation and Daiichi Sankyo Co., Ltd . 10-K 001-34475 10.24 04/01/2024 10.28† Amendment No. 2 to License Agreement with an effective date of January 25, 2013 between Omeros Corporation and Daiichi Sankyo Co., Ltd. 10-K 001-34475 10.25 04/01/2024 76 Table of Contents 10.29† Combined Development and Commercial Supply Agreement, effective as of May 16, 2018, between Omeros Corporation and Vetter Pharma international GmbH 10-K 001-34475 10.30 03/31/2025 10.30† Master Services Agreement, dated July 28, 2019, between Omeros Corporation and Lonza Biologics Tuas Pte. Ltd. 10-Q 001-34475 10.1 11/12/2019 10.31† Asset Purchase Agreement, dated as of December 1, 2021 among Omeros Corporation, Rayner Surgical Inc. and Rayner Surgical Group, Limited, as Parent Guarantor 10-K 001-34475 10.1 03/01/2022 10.32† Amended and Restated Royalty Purchase Agreement between Omeros Corporation and DRI Healthcare Acquisitions LP dated February 1, 2024 10-K 001-34475 10.30 04/01/2024 10.33† Asset Purchase and License Agreement, dated as of October 10, 2025, between Omeros Corporation and Novo Nordisk Health Care AG X 19.1 Omeros Corporation Insider Trading Policy 10-K 001-34475 19.1 03/31/2025 23.1 Consent of Independent Registered Public Accounting Firm X 31.1 Certification of Principal Executive Officer Pursuant to Rule 13-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer Pursuant to Rule 13-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 Omeros Corporation Compensation Clawback Policy 10-K 001-34475 97.1 04/01/2024 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document X 77 Table of Contents 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104.1 Cover Page Interactive Data File, formatted in Inline XBRL (included in Exhibit 101) X * Indicates management contract or compensatory plan or arrangement. † Certain identified information has been excluded from the exhibit because it both (A) is not material and (B) is the type that the registrant treats as private or confidential. ITEM 16. FORM 10-K SUMMARY Not included. 78 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OMEROS CORPORATION /s/ GREGORY A. DEMOPULOS, M.D. Gregory A. Demopulos, M.D. President, Chief Executive Officer and Chairman of the Board of Directors Dated: March 31, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ GREGORY A. DEMOPULOS, M.D. President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) March 31, 2026 Gregory A. Demopulos, M.D. /s/ DAVID J. BORGES Vice President, Finance, Chief Accounting Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) March 31, 2026 David J. Borges /s/ THOMAS F. BUMOL, PH.D. Director March 31, 2026 Thomas F. Bumol, Ph.D. /s/ THOMAS J. CABLE Director March 31, 2026 Thomas J. Cable /s/ PETER A. DEMOPULOS, M.D. Director March 31, 2026 Peter A. Demopulos, M.D. /s/ ARNOLD C. HANISH Director March 31, 2026 Arnold C. Hanish /s/ LEROY E. HOOD, M.D., PH.D. Director March 31, 2026 Leroy E. Hood, M.D., Ph.D. /s/ DIANA PERKINSON, M.D. Director March 31, 2026 Diana Perkinson, M.D. /s/ RAJIV SHAH, M.D. Director March 31, 2026 Rajiv Shah, M.D. 79