What changed in this filing

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Item 1. Financial Statements

2026-08-12 compared with 2026-05-13 · 334 added, 199 removed, 845 unchanged (39% of the section changed)

18 unchanged sentences

OMIDRIA royalty obligation

2029 Notes repurchase obligation, net

2026 Notes, net

9 unchanged sentences

Preferred stock, par value $ 0.01 per share, 20,000,000 shares authorized;

none issued and outstanding at March 31, 2026 and December 31, 2025.

Common stock, par value $ 0.01 per share, 150,000,000 shares authorized at March 31, 2026 and December 31, 2025;

71,998,632 and 71,670,791 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively.

none issued and outstanding at June 30, 2026 and December 31, 2025.

Common stock, par value $ 0.01 per share, 150,000,000 shares authorized at June 30, 2026 and December 31, 2025;

72,087,984 and 71,670,791 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively.

Additional paid-in capital

7 unchanged sentences

Three Months Ended

Six Months Ended

Product sales, net

4 unchanged sentences

Total costs and expenses

Loss from operations

Income (loss) from operations

Interest and other income

Interest expense, net of remeasurement adjustments and other

Net gain (loss) on change in fair value of financial instruments

Net gain on change in fair value of financial instruments

Loss on early extinguishment of 2029 Notes

Loss on early extinguishment of 2026 Notes

Income (loss) from continuing operations before income tax expense

22 unchanged sentences

Balance at March 31, 2026

Issuance of common stock upon exercise of stock options

Repurchases of common stock

Stock-based compensation expense

Balance at June 30, 2026

Balance at January 1, 2025

2 unchanged sentences

Balance at March 31, 2025

Issuance of common stock upon exercise of stock options

Issuance of common stock - at-the-market equity offering facility, net

Issuance of common stock - 2026 Notes equitization

Stock-based compensation expense

Balance at June 30, 2025

See accompanying Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities:

3 unchanged sentences

Amortization of discount and issuance costs on 2026 Notes and 2029 Notes

Loss on early extinguishment of 2029 Notes

Depreciation and amortization

Loss on early extinguishment of 2026 Notes

Remeasurement on fair value of financial instruments

Non-cash interest remeasurement on OMIDRIA royalty obligation

Non-cash interest on OMIDRIA contract royalty asset

Remeasurement of OMIDRIA contract royalty asset

Non-cash interest remeasurement on OMIDRIA royalty obligation

Amortization of premium and issuance costs on term debt

16 unchanged sentences

Payments on finance lease obligations

Proceeds from issuance of common stock from the ATM facility, net

Payment of debt issuance costs related to 2029 Notes

Net cash used in financing activities

5 unchanged sentences

Cash paid for income taxes, net

Exchange of 2026 Notes for 2029 Notes

Exchange of 2026 Notes for share-settled liability

Exchange of 2026 Notes for common stock

See accompanying Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

Note 1 — Organization and Basis of Presentation

Omeros Corporation (“Omeros,” the “Company” or “we”) is an innovative, commercial-stage biotechnology company that discovers and develops first-in-class protein and small-molecule therapeutics for large-market and orphan indications, with particular emphasis on complement-mediated diseases, cancers, and addictive or compulsive disorders.

Our drug product YARTEMLEA ® (narsoplimab-wuug) is commercially available in the U.S.

for the treatment of hematopoietic stem cell transplant-associated thrombotic microangiopathy (“TA-TMA”) in adult and pediatric patients two years of age and older.

Our diverse pipeline of development programs is focused on the treatment of complement-mediated diseases, cancers, and addictive or compulsive disorders.

Our clinical-stage development programs include:

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and OMS527, our phosphodiesterase 7 (“PDE7”) inhibitor program.

During 2025, we entered into an Asset Purchase and License Agreement (“APLA”) with Novo Nordisk Health Care AG (“Novo Nordisk”) for exclusive global rights in all indications to develop and commercialize zaltenibart, also known as OMS906, our lead antibody targeting mannan-binding lectin-associated serine protease-3 (“MASP-3”), the key activator of the alternative pathway of complement.

We retain rights to our MASP-3 small-molecule program, including the ability to develop and commercialize small-molecule MASP-3 inhibitors across a range of therapeutic areas, including, but not limited to, ophthalmology, neurology, gastrointestinal disorders, dermatology, musculoskeletal diseases, and oncology.

We also retain rights to develop our “grandfathered” MASP-3 antibodies, with temporal and indication restrictions on commercialization, and for use in advancing our small-molecule therapeutics.

On November 25, 2025, we completed a transaction under an Asset Purchase and License Agreement (“APLA”) with Novo Nordisk Health Care AG (“Novo Nordisk”) pursuant to which Novo Nordisk received exclusive global rights in all indications to develop and commercialize zaltenibart (formerly OMS906) and certain related compounds and products.

Zaltenibart is a first-in-class, late-stage human monoclonal antibody targeting mannan-binding lectin-associated serine protease-3 (“MASP-3”), the most upstream and key activator of the alternative pathway of complement.

FDA Approval of YARTEMLEA ®

On December 23, 2025, FDA approved YARTEMLEA ® (narsoplimab-wuug) for the treatment of hematopoietic stem cell transplant-associated thrombotic microangiopathy (“TA-TMA”).

On December 23, 2025, FDA approved YARTEMLEA ® (narsoplimab-wuug) for the treatment of TA-TMA.

TA-TMA is a severe and often-fatal complication of hematopoietic stem cell transplantation in adults and children, driven by systemic endothelial injury triggered by conditioning regimens, immunosuppressants, infection, graft-versus-host disease, and other transplant-related factors.

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YARTEMLEA is the first and only approved inhibitor of the lectin pathway of complement.

YARTEMLEA is approved for the treatment of TA-TMA in adults and in children ages two years and older.

YARTEMLEA is approved for the treatment of TA-TMA in adults and in children two years of age and older.

Commercial distribution and sales of YARTEMLEA commenced in January 2026.

A marketing authorization application (“MAA”) for YARTEMLEA in TA-TMA has been submitted to the European Medicines Agency (“EMA”) and is being reviewed under EMA’s centralized review procedure, which allows review of a single marketing authorization application.

If the MAA is approved, it would authorize the product to be marketed in all European Union (“EU”) member states and European Economic Area countries.

In June 2026, the Committee for Medicinal Products for Human Use (“CHMP”) of the European Medicines Agency (“EMA”) adopted a negative opinion on our marketing authorization application (“MAA”) for narsoplimab in TA-TMA.

We believe the clinical evidence supports approval and have requested re-examination.

As part of that procedure, an Ad Hoc Expert Group, expected to comprise external scientific and clinical experts in hematology and stem cell transplantation, will review the evidence and address questions central to CHMP’s assessment.

If the MAA is ultimately approved, it would authorize the product to be marketed in all European Union (“EU”) member states and European Economic Area countries, although there can be no guarantee that the re-examination will result in a reversal of CHMP’s negative opinion or the ultimate approval of the MAA.

The European Commission has granted narsoplimab designation as an orphan medicinal product for treatment in hematopoietic stem cell transplantation.

For commercialization of YARTEMLEA outside the U.S., we are evaluating potential partnerships, including broad ex-U.S.

For potential commercialization of YARTEMLEA outside the U.S., including Europe, we are evaluating potential partnerships, including broad ex-U.S.

and regional collaborations.

Sale of Zaltenibart

On November 25, 2025, we completed a transaction (the “Transaction”) pursuant to the APLA between Omeros and Novo Nordisk, dated October 10, 2025, in which Novo Nordisk received exclusive global rights in all indications to develop and commercialize our lead investigational MASP-3 inhibitor, zaltenibart (formerly OMS906), and certain related compounds and products.

On November 25, 2025, we completed a transaction (the “Transaction”) pursuant to the APLA between Omeros and Novo Nordisk, dated October 10, 2025, in which Novo Nordisk received exclusive global rights in all indications to develop and commercialize zaltenibart (formerly OMS906), and certain related compounds and products.

Zaltenibart is a first-in-class, late-stage clinical humanized monoclonal antibody targeting MASP-3, the most upstream and key activator of the alternative pathway of the complement system.

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At the closing of the Transaction, we received an upfront cash payment of $ 240.0 million.

In addition, we are eligible to receive (i) up to $ 510.0 million in one-time milestone payments upon the first achievement by Novo Nordisk or its affiliates or sublicensees of each of the development and approval milestone events as set forth in the APLA and (ii) up to $ 1.3 billion in one-time milestone payments upon the first achievement by Novo Nordisk or its affiliates or sublicensees of certain sales-based milestone events as set forth in the APLA.

In addition, we are eligible to receive (i) up to $ 510.0 million in one-time milestone payments upon the first achievement by Novo Nordisk or its affiliates or sublicensees of each of the development and approval milestone events as set forth in the APLA, including $100.0 million in aggregate one-time milestone payments that we expect to be achievable in the near term, and (ii) up to $ 1.3 billion in one-time milestone payments upon the first achievement by Novo Nordisk or its affiliates or sublicensees of certain sales-based milestone events as set forth in the APLA.

We are also eligible under the APLA to receive tiered royalties on annual net sales of products at percentage rates ranging from high single digit to high teens, subject to reduction in certain circumstances, as set forth in the APLA.

In total, we are eligible to receive up to an additional $ 1.8 billion in potential development and commercial milestones, plus tiered royalties on net sales.

In total, we have received and are eligible to receive up to $ 2.1 billion in potential development and commercial milestones, plus tiered royalties on net sales.

Pursuant to the APLA, we sold and transferred, and Novo Nordisk purchased, zaltenibart and certain related assets, and the parties agreed to grant and receive certain intellectual property licenses to facilitate the continued development and commercialization activities of both companies.

We retain rights to our MASP-3 small-molecule program unrelated to zaltenibart, including the ability to develop and commercialize small-molecule MASP-3 inhibitors, across a range of therapeutic areas, including, but not limited to, ophthalmology, neurology, gastrointestinal disorders, dermatology, musculoskeletal diseases and oncology.

We retain rights to our entire MASP-3 small-molecule program, including the ability to develop and commercialize small-molecule MASP-3 inhibitors, across a range of therapeutic areas, including, but not limited to, ophthalmology, neurology, gastrointestinal disorders, dermatology, musculoskeletal diseases and oncology.

We also retain rights to our “grandfathered” MASP-3 antibodies, with temporal and indication restrictions on commercialization and for use in advancing our small-molecule therapeutics.

6 unchanged sentences

OMS1029 has been well tolerated to date with no safety concerns identified.

We are working to finalize selection of an indication and initiate Phase 2 clinical development of OMS1029.

As we assess new potential indications for YARTEMLEA, we are finalizing the initial indication in which to evaluate OMS1029 in a Phase 2 clinical program.

In addition, we have selected a development candidate for our MASP-2 small molecule program, which is advancing to Investigational New Drug (“IND”)-enabling studies targeting once-daily oral administration.

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NIDA awarded the grant to us for a total of $ 6.24 million over three years, of which we have claimed and received $ 2.3 million of funding to date.

FDA subsequently requested additional nonclinical information prior to initiating the clinical in-patient study.

Following a meeting with FDA to discuss that request, we are working with FDA to streamline the path to initiate the in-patient clinical trial, which is targeted for initiation by year-end 2026.

FDA subsequently requested additional nonclinical information prior to initiating the clinical in-patient trial.

We are commencing the nonclinical study, and we expect to be able to start enrollment in the in-patient clinical trial by year-end 2026.

We also have various programs in preclinical research and development.

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We have completed selection of a drug development candidate, and IND-enabling studies are underway for this program, which we refer to as OncotoX -AML.

We have partnered with a leading contract manufacturing organization for manufacturing process development and clinical supply.

Acute myeloid leukemia (“AML”), an aggressive and highly fatal bone marrow and blood cancer, is the lead indication for development.

We expect to initiate a Phase 1b clinical trial in late 2027.

We are also advancing our targeted complement activating therapy (“T-CAT”) platform:

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T-CAT is designed to harness complement activation to kill pathogens directly, which represents a novel approach to infectious disease treatment.

Our initial focus is on T-CAT’s potential against multidrug-resistant organisms.

Our T-CAT antibodies are expected to treat drug-resistant organisms without enhancing drug resistance.

Our initial focus is on developing T-CAT antibodies against infections caused by multidrug-resistant organisms.

Basis of Presentation

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The Company’s CODM is our Chief Executive Officer.

For the three months ended March 31, 2026, the Company has identified one operating and reporting segment.

For the three and six months ended June 30, 2026, the Company has identified one operating and reporting segment.

The CODM reviews net income (loss) and expenses reported on the condensed consolidated statement of operations and comprehensive income (loss).

26 unchanged sentences

Chargeback estimates are based on statutory pricing requirements applicable to the 340B program and expected utilization by covered entities.

Given the limited commercial history of our recently launched product, these estimates require significant judgment, including assumptions related to future utilization patterns and channel inventory.

Given the limited commercial history of YARTEMLEA, these estimates require significant judgment, including assumptions related to future utilization patterns and channel inventory.

Estimates are reassessed at each reporting period and adjusted as necessary based on actual experience, changes in 340B utilization, and other relevant factors.

In addition to 340B chargebacks and Medicaid rebates, we maintain programs that may result in additional variable consideration, including a patient co-pay assistance program.

There was no activity under the Medicaid and co-pay assistance program during the three months ended March 31, 2026, and, accordingly, no material related reductions to gross product revenue were recorded.

There was no activity under the Medicaid and co-pay assistance program during the three and six months ended June 30, 2026, and, accordingly, no material related reductions to gross product revenue were recorded.

We will continue to evaluate these programs as utilization evolves and will recognize the related reductions to revenue in the period in which they occur.

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We allow for the return of product up to 12 months past its expiration date or for product that is damaged.

In estimating product returns, we take into consideration our return experience to date, the remaining shelf-life of product we have previously sold, inventory in the wholesale channel, and our expectation that product is typically not held by health care providers based on the frequency of their reorders.

There were no product returns in the three months ended March 31, 2026.

In estimating product returns, we take into consideration our return experience to date, the remaining shelf-life of product we have previously sold, inventory in the wholesale channel, and our assessment based on the frequency of reorders that healthcare facilities are not maintaining material amounts of product on hand.

There were no product returns in the three and six months ended June 30, 2026.

Due to the ordering patterns associated with transplant centers and the extended shelf life of YARTEMLEA, returns are expected to be limited;

92 unchanged sentences

Receivables relates primarily to sales of YARTEMLEA to wholesalers and include estimated chargebacks and product returns that are expected to be settled through reductions in receivables, royalties receivable from Rayner on sales of OMIDRIA and receivables from Novo Nordisk for work performed under the Transition Services Agreement.

Considering the nature of our receivables, including that trade receivables are primarily due from a limited number of customers, we recorded no material allowance for expected credit losses as of March 31, 2026 and December 31, 2025, respectively.

Property and Equipment, Net

14 unchanged sentences

Upon conversion, the carrying value of the debt, including any unamortized costs, is typically reclassified to stockholders’ equity, and no gain or loss is recognized unless the conversion includes an inducement.

In February 2026, we repaid in full the remaining $ 17.1 million principal balance outstanding on our 2026 Notes upon maturity.

On November 25, 2025, concurrent with the closing of the sale of zaltenibart to Novo Nordisk under the APLA, the Company repaid in full the $ 67.1 million principal balance outstanding under the Company’s Credit and Guarantee Agreement with certain funds managed by Athyrium Capital Management, LP and certain funds managed by Highbridge Capital Management, LLC, as lenders (the “Term Loan”).

As of March 31, 2026, the Company has outstanding one series of convertible notes, which mature on June 15, 2029 (the “2029 Notes”) with an outstanding principal balance of $ 70.8 million.

As of June 30, 2026, the Company had outstanding one series of convertible notes, which mature on June 15, 2029 (the “2029 Notes”), with an outstanding principal balance of $ 70.8 million.

On June 17, 2026, the Company entered into privately negotiated agreements with certain holders of the 2029 Notes under which the Company repurchased $ 16.0 million aggregate principal amount of 2029 Notes on July 6, 2026.

On July 2, 2026, the Company entered into additional privately negotiated agreements with the same holders under which the Company repurchased $ 14.5 million aggregate principal amount of 2029 Notes on July 20, 2026.

Approximately $ 40.3 million aggregate principal amount of 2029 Notes remains outstanding after completion of the repurchases.

(For further details, see “Note 6 – Debt”).

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The embedded derivative on our 2029 Notes represents the conversion feature and interest make-whole feature available to holders of the 2029 Notes allowing them to convert the notes into cash, common stock and/or a combination thereof.

The embedded derivative on our Term Loan was eliminated upon repayment on November 25, 2025.

The embedded derivative on our Term Loan (as defined below) was eliminated upon repayment on November 25, 2025.

(For further details, see “Note 4 – Fair Value Measurements” and “Note 6 – Debt”).

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Three Months Ended

Six Months Ended

2029 Notes convertible to common stock (1)(2)

1 unchanged sentence

Outstanding options to purchase common stock

Total potentially dilutive shares excluded from net loss per share

On May 14, 2025, we completed the exchange of $ 70.8 million aggregate principal amount of our 2026 Notes for 2029 Notes on a one-for-one basis in the Convertible Note Exchange (as defined below) and recorded a reduction of an additional $ 10.0 million aggregate principal amount of our 2026 Notes to be equitized in three tranches by September 2025.

The 2029 Notes are subject to a conversion arrangement that potentially increases the dilutive effect of conversion as described in “Note 6 — Debt.”

The 2026 Notes were subject to a capped call arrangement that potentially reduced the dilutive effect of conversion as described in “Note 6 — Debt.” Any potential impact from the capped call arrangement is excluded from this table.

Share-settled liability (4)

Total potentially dilutive shares excluded from net income (loss) per share

On May 14, 2025, we completed the exchange of $ 70.8 million aggregate principal amount of 2026 Notes for 2029 Notes on a one-for-one basis in the Convertible Note Exchange (as defined below) and recorded a reduction of an additional $ 10.0 million aggregate principal amount of our 2026 Notes which were equitized in three tranches in 2025.

On June 17, 2026, we entered into agreements for the repurchase of $ 16.0 million aggregate principal amount of 2029 Notes from certain noteholders.

We completed the repurchase on July 6, 2026.

The 2026 Notes were subject to a capped call arrangement that potentially reduced the dilutive effect of conversion.

Any potential impact from the capped call arrangement is excluded from this table.

The remaining outstanding 2026 Notes were fully repaid at maturity on February 15, 2026.

On May 12, 2025, the Company entered into note conversion agreements to exchange $ 10.0 million aggregate principal of 2026 Notes for shares in our common stock reducing the effect of dilution on these notes.

The note conversion agreements provided for delivery of the common stock in three tranches.

The above calculation reflects the equitization of the three tranches in 2025.

For further discussion of these transactions see “Note 6 — Debt.”

Note 4 — Fair-Value Measurements

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Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.

There have been no transfers of assets or liabilities between fair value measurement classifications during the three months ended March 31, 2026.

There have been no transfers of assets or liabilities between fair value measurement classifications during the three months ended June 30, 2026.

Our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis are as follows:

March 31, 2026

June 30, 2026

(In thousands)

3 unchanged sentences

Money-market funds

2029 Note conversion option derivative

2029 Notes conversion option derivative

2029 Notes repurchase obligation, net

Total Liabilities

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Money-market funds

2029 Note conversion option derivative

2029 Notes conversion option derivative

Total Liabilities

Cash held in demand deposit accounts of $ 1.9 million and $ 9.7 million is excluded from our fair-value hierarchy disclosure as of March 31, 2026 and December 31, 2025, respectively.

Cash held in demand deposit accounts of $ 2.0 million and $ 9.7 million is excluded from our fair-value hierarchy disclosure as of June 30, 2026 and December 31, 2025, respectively.

The carrying amounts reported in the accompanying condensed consolidated balance sheets for receivables, accounts payable and accrued liabilities, and other current monetary assets and liabilities approximate fair value.

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Changes in valuation assumptions could have a significant impact on the 2029 Note conversion option derivative.

The Company can provide no assurance that changes in yield or in our stock price would not have a significant impact on the derivative in the future.

We can provide no assurance that changes in yield or in our stock price would not have a significant impact on the derivative in the future.

An increase in our stock price volatility could increase the valuation of the 2029 Note conversion option derivative, whereas an increase in interest rates could decrease the valuation of the 2029 Note conversion option derivative.

(For further details see “Note 6 — Debt”).

The following table sets forth the change in the fair value of the 2029 Note conversion option derivative for the three months ended March 31, 2026:

The following table sets forth the change in the fair value of the 2029 Note conversion option derivative for the six months ended June 30, 2026:

Balance as of

Conversions and

Change in Fair Value

Extinguishments

(In thousands)

2029 Note conversion option derivative

2029 Notes conversion option derivative

2029 Notes repurchase obligation, net

In June 2026, the Company entered into agreements to repurchase a portion of its 2029 Notes, which settled in July 2026.

The derivative liability associated with the repurchased notes was derecognized upon signing of the note repurchase agreements with the noteholders.

The current payment obligation related to the 2029 Notes repurchase obligation is classified as a Level 2 liability.

The fair value was determined using the contractual settlement formula in the note repurchase agreements and observable volume weighted average price data for the Company's common stock during the measurement period.

Accordingly, the fair value at June 30, 2026 approximated the contractual settlement amount.

(See “Note 6 — Debt” for additional information regarding the repurchase transaction.)

Note 5 — Certain Balance Sheet Accounts

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Total receivables

Trade receivables represents sales of YARTEMLEA to wholesalers and include reductions for estimated chargebacks.

Trade receivables represent sales of YARTEMLEA to wholesalers and include reductions for estimated chargebacks.

OMIDRIA royalty receivables represent approximately two months of royalty earnings from Rayner.

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Total property and equipment, net

For the three months ended March 31, 2026 and 2025, depreciation and amortization expense was $ 0.2 million and $ 0.3 million, respectively.

For each of the three months ended June 30, 2026 and 2025, depreciation and amortization expense was $ 0.2 million.

For each of the six months ended June 30, 2026 and 2025, depreciation and amortization expense was $ 0.4 million.

Accrued Expenses

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Employee compensation

Deferred income

Clinical trials

Contract research and development

Deferred income

Consulting and professional fees

Sales, fees and discounts

Income taxes payable

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Total accrued expenses

Deferred income as of March 31, 2026 and December 31, 2025 primarily related to billings to Novo Nordisk under the Transition Services Agreement.

Deferred income as of June 30, 2026 and December 31, 2025 primarily related to billings to Novo Nordisk under the Transition Services Agreement.

Note 6 — Debt

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(In thousands)

2029 Notes, net maturing on June 15, 2029

2026 Notes, net matured on February 13, 2026

2029 Notes repurchase obligation, net, reported at fair value

2029 Notes embedded derivative reported at fair value

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The 2029 Notes will mature on June 15, 2029 unless earlier converted, redeemed or repurchased in accordance with their terms prior to such date.

Repurchase of 2029 Notes

On June 17, 2026, the Company entered into privately negotiated agreements with certain holders of the 2029 Notes under which the Company agreed to repurchase $ 16.0 million aggregate principal amount of 2029 Notes for a total purchase price of $ 31.3 million, plus accrued and unpaid interest of $ 0.1 million.

Upon execution of the agreements, the conversion feature associated with the repurchased notes was eliminated, resulting in the accounting extinguishment of that portion of the debt.

This repurchase was completed on July 6, 2026.

For the three months ended June 30, 2026, the Company recognized a loss on extinguishment of debt of approximately $ 1.9 million, reflecting the difference between the fair value of the payment obligation of $ 30.6 million established on June 17, 2026, the carrying amount of the repurchased notes (the $ 16.0 million aggregate principal amount net of any unamortized discount and issuance costs), and the de-recognition of the associated embedded derivative liability of $ 16.7 million.

In addition, the Company elected the fair value option and recognized a $ 0.7 million increase in the fair value of the 2029 Notes repurchase obligation from June 17, 2026 through June 30, 2026 to more properly reflect the contractual settlement amount.

For the three months ended June 30, 2026, the Company determined that none of the recognized change in the fair value related to the repurchase of the 2029 Notes was attributable to changes in instrument-specific credit risk.

The repurchase was completed on July 6, 2026 for cash consideration of $ 31.3 million, plus accrued and unpaid interest of $ 0.1 million.

As of June 30, 2026, the initial repurchase was classified as a $ 31.3 million current 2029 Notes repurchase obligation in the Company’s condensed consolidated balance sheet.

On July 2, 2026, the Company entered into additional privately negotiated agreements with the same holders under which the Company agreed to repurchase $ 14.5 million aggregate principal amount of 2029 Notes for a total purchase price of $ 28.9 million, plus accrued and unpaid interest of $ 0.1 million.

This repurchase was completed on July 20, 2026.

Following these transactions, approximately $ 40.3 million aggregate principal amount of the 2029 Notes remains outstanding.

Because the repurchase agreements for the second tranche, comprising $ 14.5 million aggregate principal amount, were entered into in July 2026, the related accounting will be reflected in our third quarter filing.

From time to time, we may seek to repurchase, redeem, retire, refinance, exchange or otherwise restructure portions of our outstanding indebtedness through open-market purchases, privately negotiated transactions, tender offers or other means.

Any such transactions will depend on prevailing market conditions, our liquidity and capital requirements, contractual restrictions and other factors.

Embedded Derivative

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At each reporting date, we remeasure the embedded derivative instruments to fair market value.

At contract inception, we recorded a net $ 23.0 million embedded derivative as a component of our 2029 Notes to the condensed consolidated balance sheet.

At March 31, 2026 and December 31, 2025, the fair market value of our embedded derivative was $ 84.0 million and $ 157.2 million, respectively.

We recorded a $ 73.1 million non-cash gain on the remeasurement of the embedded derivative in our condensed consolidated statement of operations and comprehensive income for the three months ended March 31, 2026.

At June 30, 2026 and December 31, 2025, the fair market value of our embedded derivative was $ 55.2 million and $ 157.2 million, respectively.

We recorded $ 11.4 million and $ 84.6 million, respectively, of non-cash gain on the remeasurement of the embedded derivative in our condensed consolidated statement of operations and comprehensive income for the three and six months ended June 30, 2026.

Increases or decreases in our stock price may materially affect the value of the derivative, and are shown as gains or losses in our condensed consolidated statement of operations and comprehensive income (loss).

The embedded derivative liability associated with the repurchased portion of the 2029 Notes was remeasured to fair value immediately before debt extinguishment and derecognized as part of the partial extinguishment accounting.

Accordingly, as of June 30, 2026, the embedded derivative liability reflected only the conversion feature associated with the 2029 Notes that remained outstanding.

Interest Make Whole Feature

Holders who convert their 2029 Notes prior to June 1, 2029 (except for any conversion in connection with a make-whole fundamental change) are entitled to an interest make-whole payment equal to the sum of the remaining scheduled payments of interest that would have been made had the 2029 Notes remained outstanding from their conversion date through the earlier of (i) the date that is 18 months following their conversion date, and (ii) June 15, 2029 , the maturity date.

Conversion Feature

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The Company elects whether the conversion occurs in common stock, cash or a combination thereof.

The conversion rate is 161.81 shares of our common stock per $ 1,000 of note principal (equivalent to an initial conversion price of approximately $ 6.18 per share of common stock), which equals approximately 11.5 million shares issuable upon conversion.

The conversion rate is 161.81 shares of our common stock per $ 1,000 of note principal (equivalent to an initial conversion price of approximately $ 6.18 per share of common stock), which originally equaled approximately 11.5 million shares issuable upon conversion.

Following the completion of the two repurchase transactions described above, approximately 6.5 million shares remain issuable upon conversion of outstanding 2029 Notes.

The conversion rate is subject to adjustment in certain circumstances as described in the Indenture.

1 unchanged sentence

(In thousands)

2029 Notes repurchase obligation, net, reported at fair value

Principal amount

Unamortized debt discount, net of issuance costs

Total 2029 Notes

Fair value of outstanding 2029 Notes (1)

Fair value of 2029 Notes embedded derivative (2)

The fair value is classified as a Level 2 liability due to the limited trading activity for the 2029 Notes.

This balance reflects the fair value of the 2029 Notes based on quoted prices in an over-the counter market using the most recent trading information at the end of the reporting period.

Less unamortized debt discount, net of issuance costs

2029 Notes remaining

2029 Notes remaining embedded derivative reported at fair value (1)

Fair value of 2029 Notes (2)

The fair value of the 2029 Notes embedded derivative is classified as a Level 3 liability due to unobservable inputs in which little or no market data exists.

(For further details refer to “Note 4 — Investments and Fair-Value Measurements”).

As of March 31, 2026, our only debt commitment relates to the 2029 Notes, which mature on June 15, 2029 .

Interest on the 2029 Notes is payable semi-annually in arrears at a rate of 9.50 % per annum on each June 15 and December 15, beginning on December 15, 2025.

The carrying value of the 2029 Notes includes a discount which we amortize over the duration of the term as non-cash interest expense in the consolidated statement of operations and comprehensive loss.

The fair value is classified as a Level 2 liability due to the limited trading activity for the 2029 Notes.

This balance reflects the fair value of the 2029 Notes based on quoted prices in an over-the-counter market using the most recent trading information at the end of the reporting period.

As of June 30, 2026, our only debt commitment relates to the 2029 Notes, which mature on June 15, 2029 .

Interest on the 2029 Notes is payable semi-annually in arrears at a rate of 9.50 % per annum on each June 15 and December 15.

The carrying value of the 2029 Notes includes a discount and issuance costs which we amortize over the duration of the term as non-cash interest expense in the consolidated statement of operations and comprehensive loss.

Due to the discount amortization on the 2029 Notes, interest expense is currently being recognized at an implied effective interest rate of 1.86 %.

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Three Months Ended

Six Months Ended

(In thousands)

Contractual interest expense

Amortization of debt discount and issuance costs

Amortization of debt issuance costs

Total interest expense

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The 2029 Notes are structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent we are not a holder thereof) preferred equity, if any, of our subsidiaries.

On June 3, 2024, we entered into a Credit and Guarantee Agreement with funds managed by Athyrium Capital Management LP and funds managed by Highbridge Capital Management, LLC, as lenders, pursuant to which we had an outstanding Term Loan of $ 67.1 million.

On June 3, 2024, we entered into a Credit and Guarantee Agreement with funds managed by Athyrium Capital Management LP and funds managed by Highbridge Capital Management, LLC, as lenders (the “Term Loan”), pursuant to which we had an outstanding balance of $ 67.1 million.

The Transaction with Novo Nordisk, which closed on November 25, 2025, provided us with $ 240.0 million in upfront cash of which we used a portion at the time of closing to repay the entire $ 67.1 million outstanding principal amount of the Term Loan, along with a related prepayment premium, certain expenses and accrued and unpaid interest.

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Three Months Ended

Six Months Ended

(In thousands)

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Total interest expense

2026 Convertible Senior Notes

We had outstanding convertible senior notes that accrued interest at an annual rate of 5.25 % per annum, payable semi-annually in arrears on February 15 and August 15 of each year.

The 2026 Notes matured on February 15, 2026 and were paid in full at that time.

Amounts outstanding on our 2026 Notes as of March 31, 2026 and December 31, 2025 are as follows:

Amounts outstanding on our 2026 Notes as of June 30, 2026 and December 31, 2025 are as follows:

(In thousands)

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Three Months Ended

Six Months Ended

(In thousands)

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Three Months Ended

Six Months Ended

(In thousands)

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Income before income tax

Income tax benefit

Income tax benefit (expense)

Net income from discontinued operations, net of tax

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Remeasurement adjustments

OMIDRIA contract royalty asset at March 31, 2026

OMIDRIA contract royalty asset at June 30, 2026

We remeasure the OMIDRIA contract royalty asset on a quarterly basis using the expected value approach, which incorporates actual results and future expectations.

Cash flow from discontinued operations is as follows:

Three Months Ended

Six Months Ended

(In thousands)

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net sales of OMIDRIA.

The changes in the OMIDRIA royalty obligation during the three months ended March 31, 2026 are as follows (in thousands):

The changes in the OMIDRIA royalty obligation during the six months ended June 30, 2026 are as follows (in thousands):

Balance at December 31, 2025

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Principal payments

Balance at March 31, 2026

Balance at June 30, 2026

The OMIDRIA royalty obligation is classified as a Level 3 liability as its valuation requires substantial judgment and estimation of factors that are not currently observable in the market.

The fair value of the OMIDRIA royalty obligation is determined by calculating the net present value of our estimated future OMIDRIA cash flows using the interest rate at inception of our royalty purchase agreement with DRI, adjusted for the change in the prime rate through the measurement date.

As of March 31, 2026 and December 31, 2025, the approximate fair value of our obligation was $ 160.7 million and $ 166.7 million, respectively .

As of June 30, 2026 and December 31, 2025, the approximate fair value of our obligation was $ 156.8 million and $ 166.7 million, respectively .

Interest expense is comprised of the effective interest component of any cash payment remitted through an administrative agent to DRI, based on an implied effective interest rate of 9.92 %, and any remeasurement adjustments taken during the period.

Remeasurements are non-cash adjustments to the OMIDRIA royalty obligation reflecting changes in forecasted cash flows stemming from the OMIDRIA contract royalty asset.

For the three months ended March 31, 2026 and 2025, interest expense is as follows:

For the three and six months ended June 30, 2026 and 2025, interest expense is as follows:

Three Months Ended

Six Months Ended

(In thousands)

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Interest expense, net of remeasurement on OMIDRIA royalty obligation

As of March 31, 2026, the expected scheduled principal and interest payments are as follows:

As of June 30, 2026, the expected scheduled principal and interest payments are as follows:

(In thousands)

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Three Months Ended

Six Months Ended

(In thousands)

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The supplemental cash flow information related to leases is as follows:

Three Months Ended

Six Months Ended

(In thousands)

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Good and Service Contracts

We have various agreements with third parties that collectively require payment of termination fees totaling $ 25.8 million as of March 31, 2026 if we cancel the work within specific time frames, either prior to commencing or during performance of the contracted services.

We have various agreements with third parties that collectively require payment of termination fees totaling $ 36.7 million as of June 30, 2026 if we cancel the work within specific time frames, either prior to commencing or during performance of the contracted services.

Development Milestones and Product Royalties

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Some of these agreements require milestone payments based on achievements of development, regulatory or sales milestones, and/or very low-single digit royalties on net income or net sales of the relevant product.

For the three months ended March 31, 2026 and 2025, royalties on sales of YARTEMLEA and development milestone expenses were not significant.

For the three and six months ended June 30, 2026 and 2025, royalties on sales of YARTEMLEA were $ 0.3 million and $ 0.4 million, respectively.

Development milestone expenses were not significant.

Note 11 — Shareholders ’ Deficit

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Share Repurchase Program - On November 29, 2025, the Board of Directors approved a share repurchase program under which we are permitted to repurchase from time to time up to $ 100.0 million of our common stock in the open market or through privately negotiated transactions.

For the three months ended March 31, 2026, we repurchased and retired 0.4 million shares of common stock at an average cost of $ 11.70 for an aggregate purchase price of $ 4.2 million.

For the three months ended June 30, 2026, we repurchased and retired 0.5 million shares of common stock at an average cost of $ 11.70 for an aggregate purchase price of $ 5.7 million.

For the six months ended June 30, 2026, we repurchased and retired 0.8 million shares of common stock at an average cost of $ 11.70 for an aggregate purchase price of $ 9.9 million.

As of August 12, 2026, approximately $ 90.1 million remained available for repurchase of our outstanding shares of common stock under the share repurchase program.

Equitization Transaction - During 2025, we entered into note conversion agreements with two holders of our 2026 Notes to convert $ 10.0 million aggregate principal amount of the 2026 Notes into shares of our common stock.

As of June 30, 2025, we delivered 539,320 shares of the first tranche under this agreement.

We subsequently delivered an aggregate of 1,996,555 additional shares upon completion of the transaction in the third quarter of 2025, completing all of the required share issuances under this arrangement.

(See “Note 6—Debt” and our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information.)

Amended and Restated Omnibus Incentive Compensation Plan - At our annual meeting of shareholders, held on June 18, 2026, our shareholders approved an increase of 6,000,000 in the number of shares of common stock available for grant under the Amended and Restated Omnibus Incentive Compensation Plan.

The total number of shares of common stock available for grant as of June 30, 2026 was 10,331,853 .

Note 12 — Stock-Based Compensation

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Three Months Ended

Six Months Ended

(In thousands)

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Three Months Ended

March 31, 2026

Six Months Ended

June 30, 2026

Estimated weighted-average fair value

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Balance at December 31, 2025

Balance at March 31, 2026

Vested and expected to vest at March 31, 2026

Exercisable at March 31, 2026

Of the 17.2 million common stock options outstanding as of March 31, 2026, options to purchase 6.0 million shares have an exercise price per share above $ 10.56 , which was the closing price of our stock on the Nasdaq Global Market on March 31, 2026.

As of March 31, 2026, there were 4.9 million unvested options outstanding that will vest over a weighted-average period of 2.5 years.

Balance at June 30, 2026

Vested and expected to vest at June 30, 2026

Exercisable at June 30, 2026

On July 22, 2026, annual stock options grants of approximately 3.1 million shares of common stock were awarded to eligible participants for the 2025 annual performance period under the Amended and Restated Omnibus Incentive Compensation Plan.

Of the 16.2 million common stock options outstanding as of June 30, 2026, options to purchase 6.7 million shares have an exercise price per share above $ 9.51 , which was the closing price of our stock on the Nasdaq Global Market on June 30, 2026.

As of June 30, 2026, there were 3.9 million unvested options outstanding that will vest over a weighted-average period of 2.2 years.

The total estimated compensation expense yet to be recognized on outstanding options is $ 10.1 million.

As of March 31, 2026, the total number of shares of common stock available for grant was 3.9 million.

As of June 30, 2026, the total number of shares of common stock available for grant was 10.3 million.

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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In addition, you should read the section entitled “ Risk Factors ” and the disclaimers regarding forward-looking statements included herein and in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of important factors that could cause our results to differ materially from the results described in or implied by any forward-looking statements contained herein.

We are an innovative, commercial-stage biotechnology company that discovers and develops first-in-class protein and small-molecule therapeutics for large-market and orphan indications, with particular emphasis on complement-mediated diseases, cancers, and addictive or compulsive disorders.

Complement Inhibitor Programs

The complement system plays a role in the body’s inflammatory response and becomes activated as a result of tissue damage or trauma or microbial pathogen invasion.

Inappropriate or uncontrolled activation of the complement system can cause diseases characterized by serious tissue injury.

Three main pathways can activate the complement system:

classical, lectin, and alternative.

We are focused on development of therapeutics to treat diseases associated with the lectin and/or alternative pathways of complement.

We are developing antibodies as well as small-molecule inhibitors of key enzymes known to be centrally involved in the in activation of the targeted pathway of complement.

Lectin Pathway / MASP-2

MASP-2 is a novel pro-inflammatory protein target that is the effector enzyme of the lectin pathway and is required for the function of this pathway.

We are developing antibodies and small-molecule inhibitors of MASP-2 as potential therapeutics for diseases in which the lectin pathway has been shown to contribute to significant tissue injury and pathology.

When not treated, these diseases are typically characterized by significant end-organ damage, such as kidney or central nervous system injury.

Importantly, inhibition of MASP-2 has been demonstrated not to interfere with the antigen-antibody complex-dependent classical complement activation pathway, a critical component of the acquired immune response to infection.

The lead product and product candidate in our pipeline of complement-targeted therapeutics is narsoplimab (OMS721), a proprietary, patented human monoclonal antibody targeting MASP-2, the key activator of the lectin pathway of complement.

Our lead lectin pathway inhibitor YARTEMLEA ® (narsoplimab-wuug) was approved by the Food and Drug Administration (“FDA”) in December 2025 and is commercially available in the U.S.

for the treatment of TA-TMA in adult and pediatric patients aged two years and older.

For more information, see “ Commercial Product – YARTEMLEA ” below.

Clinical development of narsoplimab is anticipated to continue expanding the approved label in TA-TMA and to develop the drug in additional indications.

Clinical development efforts have previously been directed to acute respiratory distress syndrome (“ARDS”), including severe acute COVID-19, which can result in post-acute sequelae of SARS-CoV-2 infection (“PASC,” i.e., long COVID).

We are also developing OMS1029, our long-acting antibody targeting MASP-2, which we expect will be well-suited to indications requiring long-term, chronic administration.

We are an innovative, commercial-stage biotechnology company that discovers and develops first-in-class protein and small-molecule therapeutics for large-market and orphan indications.

Our drug product YARTEMLEA ® (narsoplimab-wuug) is commercially available in the U.S.

for the treatment of hematopoietic stem cell transplant-associated thrombotic microangiopathy (TA-TMA) in adult and pediatric patients two years of age and older.

Our diverse pipeline of development programs is focused on the treatment of complement-mediated diseases, cancers, and addictive or compulsive disorders.

Commercial Product – YARTEMLEA

Our commercial product, YARTEMLEA, is the first and only approved inhibitor of the lectin pathway of complement.

On December 23, 2025, FDA approved YARTEMLEA for the treatment of TA-TMA in adults and in children ages two years and older.

On December 23, 2025, FDA approved YARTEMLEA for the treatment of TA-TMA in adults and in children two years of age and older.

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There are 175 stem-cell transplant centers across the U.S., with the top 80 centers representing approximately 80% of procedures.

Our field force is detailing all 175 transplant centers nationwide.

By March 31, 2026, 30 unique accounts had ordered YARTEMLEA.

Our field force is actively engaging all 175 U.S.

transplant centers.

By June 30, 2026, 73 unique accounts had ordered YARTEMLEA, representing a 143% increase in ordering accounts since March 31, 2026.

At this early stage, our primary launch objectives are fourfold:

(i) educate the entire transplant care team, including transplant physicians, nurses, hospital pharmacies, and reimbursement teams, regarding the recently harmonized TA-TMA diagnostic criteria, thereby driving awareness, early diagnosis, and treatment of TA-TMA;

(ii) support transplant centers in obtaining their pharmacy and therapeutic committee approvals and adding YARTEMLEA to their formularies to streamline the ordering process and facilitate access to YARTEMLEA in both the in- and out-patient settings;

(iii) work with third-party payers to provide timely reimbursement consistent with the YARTEMLEA label and published diagnostic criteria;

and (iv) finalize and prepare for publication of the health economics and outcomes research analysis using the strong clinical efficacy data and favorable safety profile of YARTEMLEA to demonstrate its compelling cost-effectiveness to healthcare providers and payors.

An MAA for YARTEMLEA in TA-TMA has been submitted to the EMA and is being reviewed under EMA’s centralized review procedure, which allows review of a single marketing authorization application.

If the MAA is approved, it would authorize the product to be marketed in all European Union (“EU”) member states and European Economic Area countries.

and (iv) finalize and prepare for presentation and publication of the health economics and outcomes research analysis using the strong clinical efficacy data and favorable safety profile of YARTEMLEA to demonstrate its compelling cost-effectiveness to healthcare providers and payors.

Together, these factors are intended to shift the paradigm toward proactive screening for TA-TMA, with the goal of enabling clinicians to identify and treat more patients earlier, thus ultimately improving transplant outcomes.

We believe the clinical evidence supports approval and have requested re-examination.

The European Commission has granted narsoplimab designation as an orphan medicinal product for treatment in hematopoietic stem cell transplantation.

For commercialization of YARTEMLEA outside the U.S., we are evaluating potential partnerships, including broad ex-U.S.

For potential commercialization of YARTEMLEA outside the U.S., including Europe, we are evaluating potential partnerships, including broad ex-U.S.

and regional collaborations.

Sale of Zaltenibart / MASP-3

Complement Inhibitor Programs

The complement system plays a role in the body’s inflammatory response and becomes activated as a result of tissue damage or trauma or microbial pathogen invasion.

Inappropriate or uncontrolled activation of the complement system can cause diseases characterized by serious tissue injury.

Three main pathways can activate the complement system:

classical, lectin, and alternative.

We are focused on development of therapeutics to treat diseases associated with the lectin and/or alternative pathways of complement.

We are developing antibodies as well as small-molecule inhibitors of key enzymes known to be centrally involved in the activation of the targeted pathway of complement.

Lectin Pathway / MASP-2

MASP-2 is a novel pro-inflammatory protein target that is the effector enzyme of the lectin pathway and is required for the function of this pathway.

When not treated, these diseases are typically characterized by significant end-organ damage, such as kidney or central nervous system injury.

Clinical development of YARTEMLEA is anticipated to continue expanding the approved label in TA-TMA and to develop the drug in additional indications.

We are assessing further development opportunities across indications involving endothelial injury, lectin pathway activation, or thrombo-inflammation, including solid organ transplant-related TMA, chemotherapy-induced TMA, acute respiratory distress syndrome (“ARDS”), sickle cell disease, acute kidney injury, delayed graft function, and stem cell transplant-related endothelial syndromes, including diffuse alveolar hemorrhage, capillary leak syndrome, graft-versus-host disease, and sinusoidal obstruction syndrome.

By year-end 2026, we expect enrollment to begin in two investigator-sponsored and Omeros-supported studies, one evaluating YARTEMLEA in hyperinflammatory ARDS, and the other assessing prophylactic YARTEMLEA in pediatric patients with predictably severe TA-TMA.

We are also finalizing selection of an indication for a Phase 2 clinical program for OMS1029, our long-acting antibody targeting MASP-2, which we expect will be well-suited to indications requiring long-term, chronic administration once quarterly, either intravenously or subcutaneously.

In addition, in our MASP-2 small molecule program, following the completion of one ongoing study, we expect to select a drug development candidate, targeting once-daily oral administration.

Alternative Pathway / MASP-3

On November 25, 2025, we completed a transaction (the “Transaction”) pursuant to our Asset Purchase and Licensing Agreement (“APLA”) with Novo Nordisk Healthcare AG (“Novo Nordisk”) for our candidate drug zaltenibart (formerly OMS906).

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At the closing of the Transaction, we received an upfront cash payment of $240.0 million.

In addition, we are eligible to receive (i) up to $510.0 million in one-time milestone payments upon the first achievement by Novo Nordisk or its affiliates or sublicensees of each of the development and approval milestone events as set forth in the APLA and (ii) up to $1.3 billion in one-time milestone payments upon the first achievement by Novo Nordisk or its affiliates or sublicensees of certain sales-based milestone events as set forth in the APLA.

In addition, we are eligible to receive (i) up to $510.0 million in one-time milestone payments upon the first achievement by Novo Nordisk or its affiliates or sublicensees of each of the development and approval milestone events as set forth in the APLA, including $100.0 million in aggregate one-time milestone payments that we expect to be achievable in the near term, and (ii) up to $1.3 billion in one-time milestone payments upon the first achievement by Novo Nordisk or its affiliates or sublicensees of certain sales-based milestone events as set forth in the APLA.

In total, we are eligible to receive up to an additional $1.8 billion in potential development and commercial milestones, plus tiered royalties on net sales.

In total, we have received and are eligible to receive up to $2.1 billion in potential development and commercial milestones, plus tiered royalties on net sales.

Pursuant to the APLA, we sold and transferred, and Novo Nordisk purchased zaltenibart and certain related assets, and the parties agreed to grant and receive certain intellectual property licenses to facilitate the continued development and commercialization activities of both companies.

We also retain rights to our “grandfathered” MASP-3 antibodies, with temporal and indication restrictions on commercialization and for use in advancing our small-molecule therapeutics.

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With NIDA funding, we successfully completed preclinical cocaine interaction/toxicology studies to assess safety of the OMS527 compound when co-administered with cocaine.

FDA subsequently requested additional nonclinical information prior to initiating the clinical in-patient study.

Following a meeting with FDA to discuss that request, we are working with FDA to streamline the path to initiate the in-patient clinical trial, which which is targeted for initiation by year-end 2026.

Preclinical Program - OncotoX -AML

We continue to progress preclinical studies within our novel oncology program, which is focused on developing novel, proprietary large molecule therapeutics designed to selectively target and kill dividing cancer cells.

We have completed selection of a drug development candidate, and IND-enabling studies are underway for this program, which we refer to as OncotoX -AML.

FDA subsequently requested additional nonclinical information prior to initiating the clinical in-patient trial.

We are commencing the nonclinical study, and we expect to be able to start enrollment in the in-patient clinical trial by year-end 2026.

Preclinical Program - OncotoX -AML (OMS805)

We continue to progress preclinical studies within our oncology program, focused on developing novel, proprietary large molecule therapeutics designed to selectively target and kill dividing cancer cells.

We have completed selection of a drug development candidate, which we refer to as OncotoX-AML or OMS805.

Acute myeloid leukemia (“AML”), an aggressive and highly fatal bone marrow and blood cancer, is the lead indication for development.

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The clinical steering committee is comprised of leaders in AML treatment and research at premier cancer centers.

Together with this steering committee, we are designing our first in-human clinical trial.

IND-enabling studies and manufacturing development work is ongoing within our OncotoX -AML program with the goal of entering the clinic by late 2027.

Together with this steering committee, we are designing our first in-human clinical trial, which we are targeting to initiate in late 2027.

Investigational New Drug (IND)-enabling studies are underway, and we have entered into an agreement with a leading contract biologics manufacturer for process development and initial clinical supply of OMS805 drug substance.

Preclinical Program - T-CAT

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T-CAT is designed to harness complement activation to kill pathogens directly, which represents a novel approach to infectious disease treatment.

As preclinical animal data continue to accumulate across multiple pathogen classes and species, we believe that T-CAT demonstrates potential against multidrug-resistant organisms (“MDROs”).

Effective MDRO therapies remain one of the most urgent and unmet needs in medicine, and we believe that T-CAT has the potential to address this need without contributing to drug resistance.

We are currently working to complete preclinical proof of concept studies and evaluate data for several infectious diseases.

T-CAT monoclonal antibodies were shown to safely and effectively treat infections in translationally relevant murine models of sepsis and pneumonia caused by Klebsiella pneumoniae, Pseudomonas aeruginosa, Streptococcus pneumoniae, and Neisseria meningitidis.

We believe that the results of these studies demonstrate T-CAT’s potential as a next-generation platform with broad applicability across microbial species, including multidrug-resistant pathogens, and we intend to continue advancing T-CAT toward the clinic.

Debt Financing Transactions

Exchange of 2026 Notes for 2029 Notes

On May 14, 2025, we completed the exchange (the “Convertible Note Exchange”) of $70.8 million of our 5.25% convertible senior notes (the “2026 Notes”) on a one-for-one basis for newly issued convertible senior notes maturing on June 15, 2029 (the “2029 Notes”).

The Convertible Note Exchange was conducted with a limited number of holders of the 2026 Notes pursuant to exchange agreements dated as of May 12, 2025.

The 2029 Notes are convertible at the option of the holders into shares of common stock, cash or a combination thereof, as elected by the Company, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.

The initial conversion rate for the 2029 Notes is equivalent to an initial conversion price of approximately $6.18 per share of our common stock.

The conversion rate is subject to adjustment in certain circumstances.

The 2029 Notes include both a derivative for the interest make-whole feature and a derivative for the conversion feature available to holders allowing them to convert their notes to common stock, cash or a combination thereof.

At each reporting date, we remeasure the embedded derivative instruments to fair market value.

Increases or decreases in our stock price may materially affect the fair value of the derivative.

The remeasurement of the derivative is presented in our condensed consolidated statement of operations and comprehensive income (loss).

At contract inception, we recorded a net $23.0 million embedded derivative as a component of our 2029 Notes.

See “Note 6 — Debt — 2029 Notes — Embedded Derivative ” in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for further details.

Repurchase of 2029 Notes

In June and July 2026, we entered into privately negotiated agreements with certain holders of our unsecured convertible senior notes due 2029 (the “2029 Notes”) under which we agreed to repurchase approximately $30.5 million aggregate principal amount of 2029 Notes for a total purchase price of approximately $60.2 million, plus accrued and unpaid interest of $0.2 million.

Both transactions closed in July 2026, leaving approximately $40.3 million aggregate principal amount of the 2029 Notes outstanding.

Aggregate Principal

Excluding Interest

(in thousands)

2029 Notes principal and related underlying shares at December 31, 2025

Agreement Date

June 17, 2026

July 20, 2026

Remaining principal outstanding at July 20, 2026

For the three months ended June 30, 2026, the Company recognized a loss on extinguishment of the first tranche of debt of approximately $1.9 million, reflecting the difference between the fair value of the payment obligation of $30.6 million established on June 17, 2026, the carrying amount of the repurchased notes ($16.0 million in aggregate principal amount net of any unamortized discount and issuance costs), and the de-recognition of the associated embedded derivative liability of $16.7 million.

In addition, the Company recognized a $0.7 million increase in the fair value of the payment obligation from June 17, 2026 through June 30, 2026 which reflects the cash consideration of $31.3 million paid at closing on July 6, 2026.

As of June 30, 2026, the initial repurchase was classified as a $31.3 million current note repurchase obligation in our condensed consolidated balance sheet.

The repurchase agreements for the second tranche, comprising $14.5 million aggregate principal amount, were entered into in July 2026.

As such, the related accounting will be reflected in our third quarter filing.

(For further detail, see “Note 6 — Debt — 2029 Notes” in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.)

Repayment of Debt

On November 25, 2025, concurrent with the closing of the sale and licensing of zaltenibart to Novo Nordisk under the APLA, we were required under that certain Credit and Guarantee Agreement, dated June 3, 2024 (the “Credit Agreement”) to repay in full the $67.1 million principal balance outstanding (the “Term Loan”) along with a 5% prepayment premium.

Repayment of our obligations under the Credit Agreement resulted in the release in full of all liens and covenants thereunder.

On February 17, 2026, we repaid the remaining $17.1 million aggregate principal balance outstanding on our 2026 Notes in full upon maturity.

On February 17, 2026, we repaid the remaining $17.1 million aggregate principal balance outstanding on our 5.25% convertible senior notes (the “2026 Notes”) in full upon maturity.

Equity Financing Transactions

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On November 14, 2025, the Company filed a shelf registration statement and prospectus supplement renewing the ATM program for an aggregate offering price up to $150.0 million.

We did not sell any shares under the ATM program during the three months ended March 31, 2026.

We did not sell any shares under the ATM program during the three or six months ended June 30, 2026.

Share Repurchase Programs

On November 29, 2025, the Board of Directors approved a share repurchase program under which we are permitted to repurchase from time to time up to $100.0 million of our common stock in the open market or through privately negotiated transactions.

During the three months ended March 31, 2026, we repurchased and retired 0.4 million shares of common stock pursuant to our share repurchase program, at an average cost of $11.70 per share, for an aggregate purchase price of $4.2 million.

During the three months ended June 30, 2026, we repurchased and retired 0.5 million shares of common stock pursuant to our share repurchase program, at an average cost of $11.70 per share, for an aggregate purchase price of $5.7 million.

During the six months ended June 30, 2026, we repurchased and retired 0.8 million shares of common stock pursuant to our share repurchase program, at an average cost of $11.70 per share, for an aggregate purchase price of $9.9 million.

Financial Summary

As of March 31, 2026, we had cash, cash equivalents and short-term investments of $135.3 million.

For the three months ended March 31, 2026, our cash used in operations was $14.5 million.

See “Note 1 — Organization and Basis of Presentation, Liquidity and Capital Resources ” in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for further details.

As of June 30, 2026, we had cash, cash equivalents and short-term investments of $132.0 million.

For the three months ended June 30, 2026, company-wide our cash provided by operations was $4.1 million.

For the six months ended June 30, 2026, our cash used in operations was $10.4 million.

Results of Operations

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Distribution and sales of our only commercial product, YARTEMLEA, commenced in January 2026.

Product sales, net for the three months ended March 31, 2026 were $9.9 million, compared to no product revenue for the same period in the prior year.

Revenue in the current period reflects initial sales of YARTEMLEA to wholesalers in the U.S.

As this represents the first period of commercial sales, period-over-period comparisons are limited, and revenue mayfluctuate in future periods as we continue to expand patient access and physician adoption.

Revenue in the current period reflects sales of YARTEMLEA to wholesalers in the U.S.

As YARTEMLEA is in the early stages of commercialization, period-over-period comparisons are of limited usefulness, and our product sales revenues mayfluctuate from quarter to quarter as physician adoption, patient access and ordering patterns continue to develop.

For the three and six months ended June 30, 2026, gross revenues were $32.2 million and $43.4 million, respectively.

The increase in revenue during the second quarter of 2026 primarily reflects continued physician adoption and increasing market penetration following product launch.

Product sales, net were as follows:

Three Months Ended

Six Months Ended

(In thousands)

Product sales, net

Net revenues of $28.5 million and $38.4 million for the three and six months ended June 30, 2026, respectively, reflect gross-to-net adjustments of approximately 11.5% and 11.4%, respectively.

Gross-to-Net Deductions

We record YARTEMLEA product sales net of estimated chargebacks and distribution fees, or gross-to-net deductions.

We record YARTEMLEA product sales net of estimated chargebacks, distribution fees and returns, (collectively, gross-to-net deductions).

Gross-to-net deductions are estimates based on contractual terms and expected utilization and require some judgment.

For the three months ended March 31, 2026, no chargebacks were recorded related to Medicaid claims.

As this represents the initial period of commercial sales, these estimates are preliminary and subject to change as additional information becomes available.

A summary of our gross-to-net related accruals for the three months ended March 31, 2026 is as follows:

For the three and six months ended June 30, 2026, no chargebacks were recorded related to Medicaid claims.

Because YARTEMLEA remains in the early stages of commercialization, these estimates continue to be based on limited historical experience and are subject to change as additional information becomes available.

A summary of our gross-to-net related accruals for the six months ended June 30, 2026 is as follows:

Distribution Fees

Return Allowance

(In thousands)

Balance as of March 31, 2026

Balance as of June 30, 2026

We record a provision for estimated chargebacks when YARTEMLEA product sales are recognized and reduce the accrual as payments are made or credits are granted.

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Six Months Ended

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Cost of product sold for the period was low, primarily reflecting the sale of inventory manufactured prior to regulatory approval, for which the associated manufacturing costs were expensed as research and development in prior periods.

Accordingly, this inventory carries a low or no cost basis, resulting in lower cost of product sold and higher gross margin during the initial commercialization period.

This inventory carries a low or no cost basis, resulting in lower cost of product sold and higher gross margin during the initial commercialization period.

Accordingly, cost of product sold for the three and six months ended June 30, 2026 primarily reflects stability testing, storage and royalty payments on our product sales.

Research and Development Expenses

Our research and development expenses can be divided into three categories:

direct external expenses, which include clinical research and development and preclinical research and development activities;

direct external expenses, which include clinical and preclinical research and development activities;

internal overhead and other expenses;

and stock-based compensation expense.

Direct external expenses consist primarily of expenses incurred pursuant to agreements with third-party manufacturing organizations prior to receiving regulatory approval for a product candidate, contract research organizations, clinical trial sites, collaborators, licensors and consultants.

Preclinical research and development includes costs prior to beginning Phase 1 studies in human subjects.

Direct external expenses consist primarily of expenses with third-party manufacturing organizations, contract research organizations, clinical trial sites, collaborators, licensors and consultants prior to receiving regulatory approval for a product candidate.

Preclinical research and development include costs prior to beginning Phase 1 studies in human subjects.

Internal overhead and other expenses primarily consist of costs for personnel, overhead, rent, utilities and depreciation.

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Six Months Ended

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Total research and development expenses

For the three months ended March 31, 2026, clinical research and development expenses decreased $7.2 million as compared to the prior year period as a result of reduced expenditures on OMS906 due to the sale of zaltenibart to Novo Nordisk.

Internal overhead and other expenses decreased $2.8 million as compared to the prior year period primarily due to Novo Nordisk reimbursing the Company for hours worked under the Transition Services Agreement and decreased employee compensation costs.

We expect research and development expenses in the second quarter of 2026 to be higher than in the first quarter of this year, driven primarily by increased investment in our YARTEMLEA and broader lectin pathway inhibitor programs as well as in our OncotoX -AML program, including costs associated with manufacturing and related activities, clinical development efforts, and regulatory support for our YARTEMLEA MAA in Europe.

For the three and six months ended June 30, 2026, clinical research and development expenses decreased $5.9 million and $13.2 million, respectively, as compared to the prior year period as a result of reduced expenditures on OMS906 due to the sale of zaltenibart to Novo Nordisk.

For the three and six months ended June 30, 2026, internal overhead and other expenses decreased $2.2 million and $4.9 million, respectively, as compared to the prior year period primarily due to Novo Nordisk reimbursing the Company for hours worked under the Transition Services Agreement and decreased employee compensation costs.

We expect research and development expenses in the third quarter of 2026 to be higher than in the second quarter of this year, driven primarily by increased investment in YARTEMLEA and our other MASP-2 inhibitor programs and our OncotoX-AML program, including costs associated with manufacturing and related activities.

At this time, we are unable to estimate with certainty the longer-term costs we will incur in the continued development of our product candidates due to the inherently unpredictable nature of our preclinical and clinical development activities.

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Total selling, general and administrative expenses

Total selling, general and administrative expenses, excluding stock-based compensation, increased $2.6 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to the build-out of our U.S.

For the three and six months ended June 30, 2026, total selling, general and administrative expenses, excluding stock-based compensation, increased $3.7 million and $6.3 million, respectively, primarily due to the build-out of our U.S.

commercial organization, including the hiring of a sales force and increased marketing and market access activities in support of the YARTEMLEA launch.

The $0.3 million decrease in stock-based compensation for the three months ended March 31, 2026 compared to the same period in the prior year is due to the valuation and timing of the vesting of employee stock options.

We expect selling, general and administrative expenses in the second quarter of 2026 to be higher than in the first quarter of 2026, driven primarily by increased selling and marketing activities associated with YARTEMLEA.

We expect selling, general and administrative expenses in the third quarter of 2026 to be higher than in the second quarter of 2026, driven primarily by increased selling and marketing activities associated with YARTEMLEA.

Interest Expense

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Amortization of debt discounts, premiums and issuance costs are reflected as non-cash interest expense.

Debt discounts on the 2026 Notes and 2029 Notes are accretive whereas the premium on the Term Loan is deducted from contractual interest expense.

For the three months ended March 31, 2026, interest expense increased $2.2 million compared to the same period in 2025.

The increase primarily relates to incurring a full quarter of interest on our 2029 Notes, which were not yet issued in the same period in the prior year, and to a lesser extent a non-cash remeasurement of our OMIDRIA royalty obligation.

These increases are partiallyoffset by decreases in interest related to the remainder of our 2026 Notes, which were repaid in February 2026, and the Term Loan, which was repaid in November 2025.

For further information see “Note 6 — Debt” and “Note 8 – OMIDRIA Royalty Obligation” in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

We expect interest expense for the second quarter of 2026 to be higher than in the first quarter of 2026, assuming no remeasurement adjustment to the OMIDRIA contract royalty obligation.

Debt discounts on the 2026 Notes and 2029 Notes are accretive whereas the premium on the Credit and Guarantee Agreement with funds managed by Athyrium Capital Management LP and funds managed by Highbridge Capital Management, LLC, as lenders (the “Term Loan”) is deducted from contractual interest expense.

For the three months ended June 30, 2026, interest expense increased $7.6 million, compared to the same period in 2025.

The increase primarily relates to a remeasurement change occurring in the prior year period related to the OMIDRIA royalty obligation due to a change in forecasted royalties from Rayner.

For the six months ended June 30, 2026, interest expense increased $9.8 million, compared to the same period in 2025.

The increase primarily relates to a remeasurement change occurring in the prior year period related to the OMIDRIA royalty obligation due to a change in forecasted royalties from Rayner and additional interest incurred on our 2029 Notes as the notes were issued May 2025;

however, we incurred a full six months of interest in the current year.

These increases are partially offset by decreases in interest related to our 2026 Notes, which were repaid in February 2026, and the Term Loan, which was repaid in November 2025.

For further details, please see “Note 6 — Debt” and “Note 8 – OMIDRIA Royalty Obligation” in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

We expect interest expense for the third quarter of 2026 to be lower than in the second quarter of 2026, driven primarily by the decreased aggregate principal amount of 2029 Notes outstanding.

Interest and Other Income

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Interest and other income

Interest and other income increased $0.4 million for the three months ended March 31, 2026 as compared to the same period in 2025 primarily due to the receipt of $0.7 million of additional investment income as a result of holding higher average cash and investment balances than in the prior year period, partiallyoffset by decreased sublease income of $0.3 million for laboratory space.

We expect interest and other income for the second quarter of 2026 to be higher than in the first quarter of 2026.

Net Gain (Loss) on Change in Fair Value of Financial Instruments

Interest and other income increased $3.4 million and $3.7 million, respectively, for the three and six months ended June 30, 2026 as compared to the same period in 2025 primarily due to reimbursement from Novo Nordisk for inventory which we transferred during the quarter.

We expect interest and other income for the third quarter of 2026 to be lower than in the second quarter of 2026, reflecting the completion of planned transfers of zaltenibart inventory to Novo Nordisk.

Net Gain on Change in Fair Value of Financial Instruments

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Net gain (loss) on change in fair value of financial instruments

Our embedded derivatives comprise call and put options related to our 2029 Notes and Term Loan.

As of March 31, 2026, the $73.1 million net gain on the embedded derivatives reflects marking to market the option of the holders of the 2029 Notes to convert their notes into shares of common stock, cash or a combination thereof.

As of March 31, 2026, we no longer have the derivative on our Term Loan as it was repaid on November 25, 2025.

Net gain on change in fair value of financial instruments

Our embedded derivatives comprise interest make-whole and conversion options related to our 2029 Notes as well as call and put options related to the Term Loan.

We repaid our Term Loan on November 25, 2025, thereby eliminating the Term Loan embedded derivative in the current year.

The net gain of $11.4 million and $84.6 million on the 2029 Notes derivative for the three and six months ended June 30, 2026, respectively, reflects marking to market the option of the holders to convert their notes into shares of common stock, cash or a combination thereof.

Swings in our stock price could significantly affect the valuation of the 2029 Note conversion derivative.

In addition, a decrease in interest rates could increase the valuation of the derivative.

Loss on early extinguishment of 2029 Notes

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Loss on early extinguishment of 2029 Notes

On June 17, 2026, the Company entered into privately negotiated agreements with certain holders of its 2029 Notes under which the Company agreed to repurchase a portion of the outstanding notes.

For the three months ended June 30, 2026, the Company recognized a loss on extinguishment of debt of approximately $1.9 million.

This loss reflects the difference between the fair value of the payment obligation of $30.6 million established on June 17, 2026 less the carrying amount of the repurchased notes (the aggregate principal of $16.0 million net of unamortized discount and issuance costs) and the de-recognition of the associated embedded derivative liability of $16.7 million.

In addition, the Company recognized a $0.7 million increase in the fair value of the payment obligation from June 17, 2026 through June 30, 2026 to more properly reflect the approximated contractual settlement amount of $31.3 million.

Loss on early extinguishment of 2026 Notes

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Loss on early extinguishment of 2026 Notes

In May 2025, we exchanged $70.8 million of 2026 Notes for 2029 Notes and entered into agreements to equitize $10.0 million of 2026 Notes, realizing a $3.0 million non-cash loss on extinguishment.

The extinguishment reflects marking-to-market the 2029 Notes and the expensing of capitalized debt issuance costs on the retired portion of the 2026 Notes.

Income tax expense

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Income tax expense

Income tax expense reflects income tax payments to state jurisdictions.

Income tax expense reflects estimated income tax expense for various state jurisdictions.

Discontinued operations and the OMIDRIA contract royalty asset

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Income before income tax

Income tax benefit

Income tax benefit (expense)

Net income from discontinued operations, net of tax

Net income from discontinued operations increased $0.7 million for the three months ended March 31, 2026, primarily due to remeasurement of the OMIDRIA contract royalty asset in the prior year.

Net income from discontinued operations increased $6.1 million and $6.8 million for the three and six months ended June 30, 2026, primarily due to remeasurement of the OMIDRIA contract royalty asset in the same period in the prior year due to a change in Rayner’s revenue forecast.

We expect income from discontinued operations in the third quarter of 2026 to be comparable to the second quarter of 2026.

The following schedule presents a roll-forward of the OMIDRIA contract royalty asset (in thousands):

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Remeasurement adjustments

OMIDRIA contract royalty asset at March 31, 2026

OMIDRIA contract royalty asset at June 30, 2026

Financial Condition – Liquidity and Capital Resources

As of March 31, 2026, we had cash, cash equivalents, and short-term investments of $135.3 million.

For the three months ended March 31, 2026, our cash used in operations was $14.5 million.

As of June 30, 2026, we had cash, cash equivalents, and short-term investments of $132.0 million.

For the three months ended June 30, 2026, company-wide our cash provided by operations was $4.1 million.

For the six months ended June 30, 2026, our cash used in operations was $10.4 million.

On February 17, 2026, we repaid at maturity the remaining $17.1 million outstanding aggregate principal amount of our 2026 Notes.

In June and July 2026, the Company entered into privately negotiated agreements with certain holders of the 2029 Notes under which we agreed to repurchase approximately $30.5 million aggregate principal amount of 2029 Notes for a total purchase price of approximately $60.2 million, plus accrued and unpaid interest of $0.2 million.

Both transactions closed in July 2026, leaving approximately $40.3 million aggregate principal amount of 2029 Notes outstanding.

The transactions also reduced the aggregate number of shares issuable on conversion of the 2029 Notes from approximately 11.4 million to 6.5 million.

We achieved this reduction at a weighted average cost of $12.21 per share and concurrently eliminated $8.6 million dollars in future interest payments.

Furthermore, during the six months ended June 30, 2026, we repurchased and retired 0.8 million shares of common stock pursuant to our share repurchase program, at an average cost of $11.70 per share, for an aggregate purchase price of $9.9 million.

Year to date, our share repurchase program repurchases and privately negotiated 2029 Note repurchases have reduced our potential fully diluted share count by 5.8 million shares.

Omeros expects that it will be able to fund more than 12 months of operations from the date the financial statements are issued, utilizing our current cash, cash equivalents, and short-term investments, along with funds we expect to receive from commercial sales of YARTEMLEA.

Should it be necessary or determined to be strategically advantageous, we also could pursue public and private offerings of our equity securities, debt transactions or restructurings, future royalty sales, or other strategic transactions, which may include licensing or selling a portion or all of one or more of our existing technologies.

In addition, we have an ATM facility agreement under which we have the capability to sell shares of our common stock, from time to time, in an ATM equity offering through which we may offer and sell shares of our common stock equaling an aggregate amount of up to $150.0 million.

Any such transactions will depend on prevailing market conditions, our liquidity and capital requirements, contractual restrictions and other factors.

Should it be necessary or determined to be strategically advantageous, we also could pursue debt transactions or public and private offerings of our equity securities, future royalty sales, or other strategic transactions, which may include licensing or selling a portion or all of one or more of our existing technologies.

In addition, we have an at-the-market (“ATM”) facility agreement under which we have the capability to sell shares of our common stock, from time to time, in an ATM equity offering through which we may offer and sell shares of our common stock equaling an aggregate amount of up to $150.0 million.

Cash Flow Data

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Operating Activities .

Net cash used in operating activities for the three months ended March 31, 2026 decreased $21.3 million as compared to the same period in 2025, driven primarily by a $89.5 million change in net income from a net loss in the prior year period, partiallyoffset by a $73.1 million non-cash remeasurement of our 2029 Notes embedded derivative.

Other changes related to a $4.1 million reduction in accounts payable and accrued expenses.

Net cash used in operating activities for the six months ended June 30, 2026 decreased $47.4 million compared to the same period in 2025, driven primarily by a $128.2 million increase in net income reflecting commercial sales of YARTEMLEA in the current period and lower research and development expenditures following the sale of zaltenibart to Novo Nordisk.

This favorable change is partially offset by $69.8 million of non-cash charges, primarily relating to the fair value remeasurement of our 2029 Notes embedded derivative and a significantly lower remeasurement of the OMIDRIA contract royalty asset.

Following the commercialization of YARTEMLEA in January 2026, trade receivables also increased by $11.7 million in the current year.

Investing Activities .

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As we manage our usage with respect to total cash, cash equivalents, and short-term investments, we do not consider fluctuations in cash flows from investing activities to be important to the understanding of our liquidity and capital resources.

Net cash provided by investing activities during the three months ended March 31, 2026 decreased $9.8 million, reflecting the timing of purchase of investments from proceeds received on maturities and sales.

Net cash provided by investing activities during the six months ended June 30, 2026 decreased $27.7 million, reflecting the timing of purchase of investments from proceeds received on maturities and sales.

Financing Activities .

Net cash used in financing activities for the three months ended March 31, 2026 increased $20.1 million compared to the same period in the prior year primarily due to the repayment of $17.1 million in aggregate principal amount of our 2026 Notes at maturity in February 2026 and the repurchase of $4.2 million of our common stock under our share repurchase program during the three months ended March 31, 2026.

Net cash used in financing activities for the six months ended June 30, 2026 increased $25.9 million compared to the same period in the prior year.

This increase was primarily driven by the repayment of $17.1 million in aggregate principal amount of our 2026 Notes in February 2026, the repurchase of $9.9 million of our common stock and $3.6 million of other financing related activities.

In addition, the prior year included $6.3 million in proceeds from our ATM facility that did not recur in the current period.

This use of cash and decreases in proceeds were offset by cash received from employee exercises of stock options of $11.0 million.

Contractual Obligations and Commitments

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In addition, we carry various finance lease obligations for laboratory and office equipment.

As of March 31, 2026, the remaining aggregate non-cancelable rent payable under the initial term of the lease, excluding common area maintenance and related operating expenses, is $11.1 million.

As of June 30, 2026, the remaining aggregate non-cancelable rent payable under the initial term of the lease, excluding common area maintenance and related operating expenses, is $9.4 million.

Convertible Senior Notes and Long-Term Debt

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We also maintain programs that may give rise to similar deductions, including patient co-pay assistance programs.

For the three months ended March 31, 2026, chargebacks were primarily attributable to discounts under the 340B Drug Pricing Program, and no material reductions to gross product revenue were recorded for other programs.

For the six months ended June 30, 2026, chargebacks were primarily attributable to discounts under the 340B Drug Pricing Program, and no material reductions to gross product revenue were recorded for other programs.

We will continue to evaluate utilization of these programs and recognize the related reductions to revenue in the period in which they occur.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements