OMER filing — read by section

Item 1. Financial Statements

ITEM 1. FINANCIAL STATEMENTS 

 OMEROS CORPORATION 

 CONDENSED CONSOLIDATED BALANCE SHEETS 

 (In thousands, except share and per share data) 

 (unaudited) 

 June 30, 

 December 31, 

 2026 

 2025 

 Assets 

 Current assets: 
 
 Cash and cash equivalents

 $ 
 1,988 
 
 $ 
 9,660 
 
 Short-term investments

 129,965 
 
 162,144 
 
 OMIDRIA contract royalty asset

 25,603 
 
 25,351 
 
 Receivables

 21,301 
 
 10,917 
 
 Inventory

 842 
 
 — 
 
 Prepaid expense and other assets

 5,541 
 
 7,595 
 
 Total current assets

 185,240 
 
 215,667 
 
 OMIDRIA contract royalty asset, non-current

 90,875 
 
 96,435 
 
 Right of use assets

 8,284 
 
 10,708 
 
 Property and equipment, net

 1,380 
 
 1,768 
 
 Restricted investments

 1,054 
 
 1,054 
 
 Total assets 

 $ 
 286,833 
 
 $ 
 325,632 
 
 Liabilities and shareholders’ deficit 

 Current liabilities: 
 
 Accounts payable

 $ 
 6,341 
 
 $ 
 4,764 
 
 Accrued expenses

 29,269 
 
 29,388 
 
 OMIDRIA royalty obligation

 21,511 
 
 20,547 
 
 2029 Notes repurchase obligation, net

 31,259 
 
 — 
 
 2026 Notes, net

 — 
 
 17,063 
 
 Lease liabilities

 6,583 
 
 6,300 
 
 Total current liabilities

 94,963 
 
 78,062 
 
 OMIDRIA royalty obligation, non-current

 136,370 
 
 147,319 
 
 2029 Notes, non-current, net

 42,032 
 
 51,364 
 
 2029 Notes embedded derivative, non-current

 55,216 
 
 157,171 
 
 Lease liabilities, non-current

 3,899 
 
 7,245 
 
 Other accrued liabilities, non-current

 5,702 
 
 5,702 
 
 Commitments and contingencies (Note 10)

 Shareholders’ deficit: 
 
 Preferred stock, par value $ 0.01 per share, 20,000,000 shares authorized; 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.

 721 
 
 716 
 
 Additional paid-in capital

 792,333 
 
 791,748 
 
 Accumulated deficit

 ( 844,403 
 ) 
 
 ( 913,695 
 ) 
 
 Total shareholders’ deficit

 ( 51,349 
 ) 
 
 ( 121,231 
 ) 
 
 Total liabilities and shareholders’ deficit 

 $ 
 286,833 
 
 $ 
 325,632 
 
 See accompanying Notes to Condensed Consolidated Financial Statements

 5

 Table of Contents 

 OMEROS CORPORATION 

 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) 

 (In thousands, except share and per share data) 

 (unaudited) 

 Three Months Ended 

 Six Months Ended 

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

 Product sales, net

 $ 
 28,529 
 
 $ 
 — 
 
 $ 
 38,422 
 
 $ 
 — 
 
 Costs and expenses: 
 
 Cost of product sales

 798 
 
 — 
 
 1,385 
 
 — 
 
 Research and development

 13,798 
 
 22,009 
 
 27,156 
 
 45,855 
 
 Selling, general and administrative

 13,859 
 
 10,345 
 
 27,228 
 
 21,468 
 
 Total costs and expenses

 28,455 
 
 32,354 
 
 55,769 
 
 67,323 
 
 Income (loss) from operations

 74 
 
 ( 32,354 
 ) 
 
 ( 17,347 
 ) 
 
 ( 67,323 
 ) 
 
 Interest and other income

 4,626 
 
 1,241 
 
 6,101 
 
 2,363 
 
 Interest expense, net of remeasurement adjustments and other

 ( 7,585 
 ) 
 
 ( 15 
 ) 
 
 ( 13,479 
 ) 
 
 ( 3,669 
 ) 
 
 Net gain on change in fair value of financial instruments

 11,447 
 
 8,207 
 
 84,593 
 
 8,142 
 
 Loss on early extinguishment of 2029 Notes

 ( 1,896 
 ) 
 
 — 
 
 ( 1,896 
 ) 
 
 — 
 
 Loss on early extinguishment of 2026 Notes

 — 
 
 ( 2,968 
 ) 
 
 — 
 
 ( 2,968 
 ) 
 
 Income (loss) from continuing operations before income tax expense

 6,666 
 
 ( 25,889 
 ) 
 
 57,972 
 
 ( 63,455 
 ) 
 
 Income tax expense

 ( 29 
 ) 
 
 — 
 
 ( 86 
 ) 
 
 — 
 
 Net income (loss) from continuing operations

 6,637 
 
 ( 25,889 
 ) 
 
 57,886 
 
 ( 63,455 
 ) 
 
 Net income from discontinued operations, net of tax

 6,595 
 
 465 
 
 11,406 
 
 4,571 
 
 Net income (loss)

 $ 
 13,232 
 
 $ 
 ( 25,424 
 ) 
 
 $ 
 69,292 
 
 $ 
 ( 58,884 
 ) 
 
 Basic net income (loss) per share: 
 
 Net income (loss) from continuing operations

 $ 
 0.09 
 
 $ 
 ( 0.44 
 ) 
 
 $ 
 0.80 
 
 $ 
 ( 1.09 
 ) 
 
 Net income from discontinued operations

 0.09 
 
 0.01 
 
 0.16 
 
 0.08 
 
 Net income (loss)

 $ 
 0.18 
 
 $ 
 ( 0.43 
 ) 
 
 $ 
 0.96 
 
 $ 
 ( 1.01 
 ) 
 
 Diluted net income (loss) per share: 
 
 Net income (loss) from continuing operations

 $ 
 0.08 
 
 $ 
 ( 0.44 
 ) 
 
 $ 
 0.64 
 
 $ 
 ( 1.09 
 ) 
 
 Net income from discontinued operations

 0.07 
 
 0.01 
 
 0.13 
 
 0.08 
 
 Net income (loss)

 $ 
 0.15 
 
 $ 
 ( 0.43 
 ) 
 
 $ 
 0.77 
 
 $ 
 ( 1.01 
 ) 
 
 Weighted-average shares used in per share computation: 
 
 Basic

 72,131,526 
 
 58,585,083 
 
 72,025,096 
 
 58,323,586 
 
 Diluted

 89,625,663 
 
 58,585,083 
 
 89,881,452 
 
 58,323,586 
 
 See accompanying Notes to Condensed Consolidated Financial Statements

 6

 Table of Contents 

 OMEROS CORPORATION 

 CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ DEFICIT 

 (In thousands, except share data) 

 (unaudited) 

 Additional 

 Common Stock 

 Paid-In 

 Accumulated 

 Shares 

 Amount 

 Capital 

 Deficit 

 Total 

 Balance at January 1, 2026 

 71,670,791 
 
 $ 
 716 
 
 $ 
 791,748 
 
 $ 
 ( 913,695 
 ) 
 
 $ 
 ( 121,231 
 ) 
 
 Issuance of common stock upon exercise of stock options

 1,039,990 
 
 10 
 
 8,198 
 
 — 
 
 8,208 
 
 Repurchases of common stock

 ( 354,471 
 ) 
 
 ( 3 
 ) 
 
 ( 4,149 
 ) 
 
 — 
 
 ( 4,152 
 ) 
 
 Net share settlement of equity awards

 ( 357,678 
 ) 
 
 ( 3 
 ) 
 
 ( 4,105 
 ) 
 
 — 
 
 ( 4,108 
 ) 
 
 Stock-based compensation expense

 — 
 
 — 
 
 1,889 
 
 — 
 
 1,889 
 
 Net income

 — 
 
 — 
 
 — 
 
 56,060 
 
 56,060 
 
 Balance at March 31, 2026 

 71,998,632 
 
 720 
 
 793,581 
 
 ( 857,635 
 ) 
 
 ( 63,334 
 ) 
 
 Issuance of common stock upon exercise of stock options

 578,068 
 
 6 
 
 2,852 
 
 — 
 
 2,858 
 
 Repurchases of common stock

 ( 488,716 
 ) 
 
 ( 5 
 ) 
 
 ( 5,721 
 ) 
 
 — 
 
 ( 5,726 
 ) 
 
 Stock-based compensation expense

 — 
 
 — 
 
 1,621 
 
 — 
 
 1,621 
 
 Net income

 — 
 
 — 
 
 — 
 
 13,232 
 
 13,232 
 
 Balance at June 30, 2026 

 72,087,984 
 
 $ 
 721 
 
 $ 
 792,333 
 
 $ 
 ( 844,403 
 ) 
 
 $ 
 ( 51,349 
 ) 
 
 Balance at January 1, 2025 

 58,044,465 
 
 $ 
 580 
 
 $ 
 727,156 
 
 $ 
 ( 910,345 
 ) 
 
 $ 
 ( 182,609 
 ) 
 
 Issuance of common stock upon exercise of stock options

 19,436 
 
 — 
 
 63 
 
 — 
 
 63 
 
 Stock-based compensation expense

 — 
 
 — 
 
 2,453 
 
 — 
 
 2,453 
 
 Net loss

 — 
 
 — 
 
 — 
 
 ( 33,460 
 ) 
 
 ( 33,460 
 ) 
 
 Balance at March 31, 2025 

 58,063,901 
 
 580 
 
 729,672 
 
 ( 943,805 
 ) 
 
 ( 213,553 
 ) 
 
 Issuance of common stock upon exercise of stock options

 7,266 
 
 — 
 
 25 
 
 — 
 
 25 
 
 Issuance of common stock - at-the-market equity offering facility, net

 1,411,845 
 
 13 
 
 6,274 
 
 — 
 
 6,287 
 
 Issuance of common stock - 2026 Notes equitization

 539,320 
 
 6 
 
 1,909 
 
 — 
 
 1,915 
 
 Stock-based compensation expense

 — 
 
 — 
 
 2,065 
 
 — 
 
 2,065 
 
 Net loss

 — 
 
 — 
 
 — 
 
 ( 25,424 
 ) 
 
 ( 25,424 
 ) 
 
 Balance at June 30, 2025 

 60,022,332 
 
 $ 
 599 
 
 $ 
 739,945 
 
 $ 
 ( 969,229 
 ) 
 
 $ 
 ( 228,685 
 ) 
 
 See accompanying Notes to Condensed Consolidated Financial Statements

 ​

 7

 Table of Contents 

 OMEROS CORPORATION 

 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

 (In thousands) 

 (unaudited) 

 Six Months Ended June 30, 

 2026 

 2025 

 Operating activities: 
 
 Net income (loss)

 $ 
 69,292 
 
 $ 
 ( 58,884 
 ) 
 
 Adjustments to reconcile net income (loss) to net cash used in operating activities: 
 
 Stock-based compensation expense

 3,510 
 
 4,518 
 
 Amortization of discount and issuance costs on 2026 Notes and 2029 Notes

 2,897 
 
 988 
 
 Loss on early extinguishment of 2029 Notes

 1,896 
 
 — 
 
 Depreciation and amortization

 432 
 
 489 
 
 Loss on early extinguishment of 2026 Notes

 — 
 
 2,968 
 
 Remeasurement on fair value of financial instruments

 ( 84,593 
 ) 
 
 ( 8,142 
 ) 
 
 Non-cash interest on OMIDRIA contract royalty asset

 ( 6,195 
 ) 
 
 ( 7,839 
 ) 
 
 Remeasurement of OMIDRIA contract royalty asset

 ( 5,191 
 ) 
 
 2,981 
 
 Non-cash interest remeasurement on OMIDRIA royalty obligation

 ( 853 
 ) 
 
 ( 11,878 
 ) 
 
 Amortization of premium and issuance costs on term debt

 — 
 
 ( 3,214 
 ) 
 
 Changes in operating assets and liabilities: 
 
 OMIDRIA contract royalty asset

 16,694 
 
 15,251 
 
 Prepaid expenses and other

 1,737 
 
 315 
 
 Receivables

 ( 10,384 
 ) 
 
 1,463 
 
 Inventory

 ( 842 
 ) 
 
 — 
 
 Accounts payable and accrued expense

 1,243 
 
 3,205 
 
 Net cash used in operating activities

 ( 10,357 
 ) 
 
 ( 57,779 
 ) 
 
 Investing activities: 
 
 Proceeds from the sale and maturities of investments

 43,650 
 
 61,000 
 
 Purchases of investments

 ( 11,471 
 ) 
 
 ( 1,108 
 ) 
 
 Purchases of property and equipment

 ( 45 
 ) 
 
 ( 54 
 ) 
 
 Net cash provided by investing activities

 32,134 
 
 59,838 
 
 Financing activities: 
 
 Exercise of stock options

 11,066 
 
 88 
 
 Repayment of 2026 Notes

 ( 17,077 
 ) 
 
 — 
 
 Principal payments on OMIDRIA royalty obligation

 ( 9,132 
 ) 
 
 ( 6,701 
 ) 
 
 Repurchases of common stock

 ( 9,878 
 ) 
 
 — 
 
 Net share settlement of equity awards

 ( 4,108 
 ) 
 
 — 
 
 Payments on finance lease obligations

 ( 320 
 ) 
 
 ( 392 
 ) 
 
 Proceeds from issuance of common stock from the ATM facility, net

 — 
 
 6,287 
 
 Payment of debt issuance costs related to 2029 Notes

 — 
 
 ( 2,837 
 ) 
 
 Net cash used in financing activities

 ( 29,449 
 ) 
 
 ( 3,555 
 ) 
 
 Net increase (decrease) in cash and cash equivalents

 ( 7,672 
 ) 
 
 ( 1,496 
 ) 
 
 Cash and cash equivalents at beginning of period

 9,660 
 
 3,400 
 
 Cash and cash equivalents at end of period

 $ 
 1,988 
 
 $ 
 1,904 
 
 Supplemental cash flow information 
 
 Cash paid for interest

 $ 
 11,492 
 
 $ 
 18,697 
 
 Cash paid for income taxes, net

 $ 
 501 
 
 $ 
 182 
 
 Exchange of 2026 Notes for 2029 Notes

 $ 
 — 
 
 $ 
 70,785 
 
 Exchange of 2026 Notes for share-settled liability

 $ 
 — 
 
 $ 
 8,085 
 
 Exchange of 2026 Notes for common stock

 $ 
 — 
 
 $ 
 1,915 
 
 See accompanying Notes to Condensed Consolidated Financial Statements

 8

 Table of Contents 

 OMEROS CORPORATION 

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

 (unaudited) 

 Note 1 — Organization and Basis of Presentation 

 General 

 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. 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: narsoplimab, our antibody targeting mannan-binding lectin-associated serine protease 2 (“MASP-2”), the effector enzyme of the lectin pathway of complement; OMS1029, our long-acting antibody targeting MASP-2; and OMS527, our phosphodiesterase 7 (“PDE7”) inhibitor program. 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 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. Activation of the lectin pathway of complement plays a central role in disease pathogenesis. YARTEMLEA selectively inhibits MASP-2, blocking pathway activation while preserving classical and alternative complement pathway functions important for host defense. In TA-TMA, MASP-2 inhibition prevents lectin pathway-mediated cellular injury, including endothelial damage in small blood vessels, and thrombus formation. 

 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 two years of age and older.

 Commercial distribution and sales of YARTEMLEA commenced in January 2026.

 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 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 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. Zaltenibart has shown multiple potential advantages over other alternative pathway inhibitors in development and on the market.

 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, 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 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 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.

 In accordance with the APLA, at the closing of the Transaction, Omeros and Novo Nordisk entered into a transition services agreement (the “Transition Services Agreement”) pursuant to which we are providing certain transition services to Novo Nordisk to facilitate the transfer of the acquired assets and liabilities under the APLA and to provide for the continued operation of relevant studies and program activities during the applicable term. Subject to certain exceptions and limitations, Novo Nordisk reimburses us for costs and expenses we incur under the Transition Services Agreement, including third-party costs and expenses, costs associated with delivery of transition services by Omeros personnel on an hourly basis at rates specified in the Transition Services Agreement, and for our inventories of zaltenibart drug substance and product. 

 Other Development Programs 

 Our lectin pathway program also includes OMS1029, our long-acting antibody targeting MASP-2. We have completed Phase 1 clinical trials evaluating both single-ascending and multiple ascending doses of OMS1029. Results of these studies support once-quarterly dosing administered either intravenously or subcutaneously. OMS1029 has been well tolerated to date with no safety concerns identified. 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. 

 Our PDE7 inhibitor program, which we refer to as OMS527, comprises multiple PDE7 inhibitor compounds and is based on our discoveries of previously unknown links between PDE7 and any addiction or compulsive disorder, and between PDE7 and any movement disorder. In April 2023, we were awarded a grant from the National Institute on Drug Abuse (“NIDA”) to develop an orally administered PDE7 inhibitor compound for the treatment of cocaine use disorder. 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 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. 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. 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: a new class of recombinant antibodies intended for broad action against pathogens, including bacteria, fungi, viruses, and parasites. T-CAT is designed to harness complement activation to kill pathogens directly, which represents a novel approach to infectious disease treatment. 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 

 Our condensed consolidated financial statements include the financial position and results of operations of Omeros and our wholly owned subsidiaries. All inter-company transactions have been eliminated. The accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments and non-recurring adjustments, considered necessary for the fair presentation of such information. Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).

 Use of Estimates 

 The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates include revenue recognition and the valuations of the OMIDRIA contract royalty asset, the OMIDRIA royalty obligation, and the embedded derivatives associated with our debt. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances; however, actual results could differ from these estimates. 

 Note 2 — Significant Accounting Policies 

 Segment Reporting 

 We operate in one business segment focusing on the research, discovery, development and commercialization of small-molecule and protein therapeutics targeting immunologic diseases, including complement-mediated diseases and cancers related to dysfunction of the immune system, as well as addictive and compulsive disorders. The Company defines its operating segment based on internally reported financial information that is regularly used by the Chief Operating Decision Maker (“CODM”) to analyze performance, make decisions and allocate resources. The Company’s CODM is our Chief Executive Officer. 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). The measurement of segment assets is reported on the condensed consolidated balance sheet as total consolidated assets. All long-lived assets are held in the U.S. Our segment net income (loss) aligns with our condensed consolidated statement of operations and comprehensive income (loss). 

 Revenue Recognition 

 When we enter into a customer contract, we perform the following five steps: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation.

 Product Sales, Net 

 We generally recognize revenue from product sales when the product is delivered to our wholesalers and title to the product is transferred, upon which we have satisfied our performance obligations. Fulfillment activities by the wholesalers are not considered to be a separate performance obligation. Product revenue is recorded net of variable consideration, including wholesaler distribution fees, chargebacks, returns and discounts. We estimate variable consideration using the expected value approach. This estimate is based on several factors, including: historical return rates, expiration date by product and estimated levels of inventory in the wholesale channel. Since there is often a timing lag between the product sale and the settlement of accruals relating to these programs, our net product revenue may incorporate revisions of accruals for several periods. We include such estimates in the transaction price only to the extent that it is probable that a significant reversal of revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

 Given the limited commercialization history of YARTEMLEA, our estimates of variable consideration require judgment and are subject to change as additional data becomes available. We recognize adjustments to net product revenue in the period in which changes in estimates become known. 

 Chargebacks 

 Chargebacks represent discounts provided to eligible covered entities under government programs, including the 340B Drug Pricing Program (“340B”) and the Medicaid Drug Rebate Program (“Medicaid”). In addition, we are subject to pricing obligations under our Federal Supply Schedule agreement with the U.S. government (the “FSS Agreement”), which establishes maximum prices for sales to certain federal agencies and may give rise to additional discounts and rebates. Chargebacks are recorded as a reduction of gross product revenue at the time of sale. Reserves for chargebacks are generally recorded as reductions of accounts receivable, while reserves for Medicaid rebates and patient co-pay assistance, if applicable, are recorded as accrued liabilities.

 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 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 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. 

 Distribution Fees and Return Allowances 

 We pay distribution fees to wholesalers for services they perform on our behalf. These fees are calculated based on the wholesalers’ average acquisition cost of purchases of YARTEMLEA, exclusive of any chargebacks. We estimate these amounts at the time of sale to the wholesaler and record them as a reduction in product sales in the same period the related revenue is recognized.

 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 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; however, our estimates may change as commercial experience matures.

 Cost of Product Sales 

 Cost of product sales includes third-party manufacturing, royalties based on net product sales, and other costs directly related to the production and distribution of YARTEMLEA. We expensed as research and development expense all costs associated with the manufacture of YARTEMLEA produced prior to FDA approval. As a result, the cost basis of inventory available for sale at the time of commercialization was minimal, and cost of product sales is correspondingly low during the initial period following launch. Following FDA approval, we capitalize direct manufacturing costs as inventory and recognize these amounts in cost of product sales when the related inventory is sold. Accordingly, cost of product sales and gross margin during the initial periods following commercialization may not be indicative of future periods as we begin capitalizing and expensing post‑approval manufacturing costs.

 Research and Development 

 Research and development expenses are comprised primarily of contracted research and development activities, clinical trial study and manufacturing costs prior to approval; consulting services; contract milestones; materials and supplies; costs for personnel, including salaries, benefits, and stock-based compensation; depreciation; an allocation of our occupancy costs; and other expenses incurred to sustain our overall research and development programs. Advance payments for goods or services that will be used for future research and development activities are deferred and then recognized as an expense as the related goods are delivered or the services are performed. All other research and development costs are expensed as incurred.

 Selling, General and Administrative 

 Selling, general and administrative expenses are comprised primarily of marketing expenses; professional and legal services; patent costs; and salaries, benefits, and stock-based compensation costs for marketing and other personnel not directly engaged in research and development. Additionally, selling, general and administrative expenses include depreciation, an allocation of our occupancy costs, and other general corporate expenses. Advertising costs are expensed as incurred. 

 Stock-Based Compensation 

 Stock-based compensation expense is recognized for all share-based payments, including grants of stock option awards and restricted stock units based on estimated fair values. The fair value of our stock is calculated using the Black-Scholes option-pricing model, which requires assumptions around volatility, forfeiture rates, risk-free interest rate and expected term. Compensation expense is recognized over the requisite service periods, which is generally the vesting period, using the straight-line method. Forfeiture expense is estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates.

 Income Taxes 

 Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax basis. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recognize the effect of income tax positions only if those positions are more likely than not to be sustained upon an examination by the relevant taxing authority. A valuation allowance is established when it is more likely than not that the deferred tax assets will not be realized.

 Asset Sale Transactions 

 The Company evaluates transactions involving the sale of our compounds, products or drug programs to determine whether such arrangements represent a sale of a business or a sale of a nonfinancial asset. Transactions that do not meet the definition of a business are accounted for as the sale of a nonfinancial asset under Accounting Standards Codification (“ASC”) 610‑20, Other Income — Gains and Losses from the Derecognition of Nonfinancial Assets .

 Upon transfer of control of the compound, product or drug program asset to a counterparty, the Company recognizes consideration received. Any excess of consideration over the carrying value of the asset sold is recognized as a gain in the condensed consolidated statements of operations.

 Potential Milestone Income 

 The APLA with Novo Nordisk includes variable consideration in the form of milestone payments that are contingent upon the achievement of specified development, regulatory or commercialization events. The Company applies the variable consideration and constraint guidance in ASC 606, Revenue from Contracts with Customers , by analogy. At contract inception and throughout the term of the arrangement, the Company assesses whether the achievement of each milestone is probable and estimates variable consideration using the most likely amount method. Contingent milestone payments are excluded from the transaction price until the related milestone is achieved and it is probable that a significant reversal of cumulative revenue recognized will not occur.

 Amounts are included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company re-evaluates the transaction price at each reporting period, including the estimated variable consideration and the application of the constraint, to reflect changes in circumstances. Factors considered in these evaluations include the clinical or technical complexity of the milestone, the stage of development, and the risk of regulatory approval. Because of the risk that products in development will not receive regulatory approval, we generally do not recognize any contingent payments that would be due to us until regulatory approval.

 Discontinued Operations 

 We review the presentation of planned or completed business dispositions in the condensed consolidated financial statements based on the available information and events that have occurred. The review consists of evaluating whether the business meets the definition of a component for which the operations and cash flows are clearly distinguishable from the other components of the business and, if so, whether it is anticipated that after the disposal the cash flows of the component would be eliminated from continuing operations and whether the disposition represents a strategic shift that has a major effect on operations and financial results. Planned or completed business dispositions are presented as discontinued operations when all the criteria described above are met.

 We determined that the zaltenibart Transaction with Novo Nordisk did not meet the above criteria. As such, we recorded the gain on sale of zaltenibart in Other Income in our condensed consolidated statement of operations and comprehensive loss for the year ended December 31, 2025.

 On December 23, 2021, we closed on an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Rayner Surgical Inc. (“Rayner”) for the sale of our commercial product OMIDRIA, which we record as an OMIDRIA contract asset on our condensed consolidated balance sheet. As a result of the divestiture, the results of OMIDRIA activities are classified as discontinued operations in our condensed consolidated statement of operations and comprehensive income (loss) and excluded from continuing operations for all periods presented. We have rights to receive future royalties from Rayner on OMIDRIA net sales at royalty rates that vary based on geography and certain regulatory contingencies. Therefore, future OMIDRIA royalties are treated as variable consideration. The sale of OMIDRIA qualified as an asset sale under GAAP. To measure the OMIDRIA contract royalty asset, we use the expected value approach, which is the sum of the discounted probability-weighted royalty payments we would receive using a range of potential outcomes, to the extent that it is probable that a significant reversal in the amount of cumulative income recognized will not occur.

 All U.S. royalties received from Rayner through December 31, 2031 are remitted by Rayner to an escrow account established by Omeros, from which payments are made to DRI Healthcare Acquisition LP (“DRI”) and are entirely pass-through in nature to the Company. These payments comprise interest expense, with the remainder treated as a reduction of the OMIDRIA royalty obligation. The amount recorded in discontinued operations in future periods will reflect interest earned on the outstanding OMIDRIA contract royalty asset at 11.0 % and any amounts we receive that are different from the expected royalties. The OMIDRIA contract royalty asset is re-measured quarterly using the expected value approach, which incorporates actual results and future expectations. (For further details see “Note 7 — Discontinued Operations —Sale of OMIDRIA”). 

 OMIDRIA Royalty Obligation 

 On September 30, 2022, we sold to DRI a portion of our future OMIDRIA royalty receipts for a purchase price of $ 125.0 million and recorded an OMIDRIA Royalty Obligation for the same amount. On February 1, 2024, DRI purchased our remaining U.S. OMIDRIA royalty receipts through December 31, 2031 for $ 115.5 million in cash under an Amended and Restated Royalty Purchase Agreement (the “Amendment”). The Amendment eliminated the previously existing annual caps on royalty payments and provides that DRI receives all royalties on U.S. net sales of OMIDRIA payable between January 1, 2024 and December 31, 2031. We accounted for the Amendment as a modification of our existing debt from DRI. The OMIDRIA royalty obligation is valued based on our estimates of future OMIDRIA royalties and is amortized through December 31, 2031. 

 To the extent our estimates of future royalties differ materially from the previous estimates, we will adjust for future OMIDRIA royalties to the present value of the revised estimated cash flows, discounted at the implied effective interest rate of 10.27 % utilizing the cumulative catch-up method. We record interest expense as a component within continuing operations. Any such remeasurement adjustment is recognized as non-cash interest expense within continuing operations (see “Note 8 - OMIDRIA Royalty Obligation”).

 Cash and Cash Equivalents, Short-Term Investments and Restricted Investments 

 Cash and cash equivalents include highly liquid instruments with a maturity of three months or less on the date of purchase, which can be easily converted into cash without a significant impact on their value. Short-term investment securities are classified as held-to-maturity, except for money market funds, which are classified as available-for-sale. Investments classified as available-for-sale are measured at fair value. Investments classified as held-to-maturity are carried at cost. Amortization, accretion, interest, and dividends, realized gains and losses and declines in value judged to be other-than-temporary are included within other income.

 The cost of securities sold is based on the specific-identification method. Investments with maturities of less than one year, or those for which management intends to use the investments to fund current operations, are included in current assets. We evaluate whether an investment is other-than-temporarily impaired based on the specific facts and circumstances. Factors that are considered in determining whether an other-than-temporary decline in value has occurred include: the market value of the security in relation to its cost basis; the financial condition of the investee; and the intent and ability to retain the investment for a sufficient period of time to allow for recovery in the market value of the investment. Restricted investments held in money-market funds include security deposits on our office lease.

 Investment income, which is included as a component of other income, consists primarily of interest earned.

 Receivables 

 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 June 30, 2026 and December 31, 2025, respectively.

 Property and Equipment, Net 

 Property and equipment are stated at cost, and depreciation is calculated using the straight-line method over the estimated useful life of the assets, which is generally between three and ten years. Expenditures for repairs and maintenance are expensed as incurred.

 Inventory 

 Inventory is stated at the lower of cost or market determined on a specific identification basis in a manner that approximates the first-in, first-out (FIFO) method. Costs include amounts related to third-party manufacturing, transportation and internal labor and overhead. Capitalization of costs as inventory begins when regulatory approval of the product candidate is reasonably assured in the U.S. or the EU. We expense inventory costs related to product candidates as research and development expenses prior to receiving regulatory approval in the applicable territory. Inventory is reduced to net realizable value for excess and obsolete inventories based on forecasted demand.

 Debt 

 The Company accounts for its convertible debt at carrying value, net of applicable discounts, premiums and debt issuance costs. These instruments are recognized as a single liability on the condensed consolidated balance sheets unless specific features require treatment under separate accounting guidance. Debt issuance costs, which include legal, accounting, and underwriting fees directly attributable to the financing, are presented as a direct deduction from the carrying amount of the convertible debt. These costs and any original issue discounts are amortized to interest expense over the contractual term of the debt using the effective interest method.

 The Company classifies convertible debt as long-term or current based on the remaining maturity and the status of the conversion features at the balance sheet date. If the holders of the debt possess the right to convert the instrument into shares of the Company’s common stock within one year of the balance sheet date, or if the debt is otherwise callable, the respectivecarrying value of the converted debt is classified as current. The Company performs a periodic evaluation of the conversion conditions to ensure proper classification and to determine if the debt should be measured based on its settlement value. 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.

 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”).

 Embedded Derivatives 

 We account for convertible instruments in accordance with ASC 470-20, Debt with Conversion and Other Option s, when we determine that embedded conversion features do not require bifurcation from the host instrument. We account for convertible instruments (when we have determined that the embedded conversion options should be bifurcated from their host instruments) in accordance with ASC 815 – Derivative and Hedge Accounting (“ASC 815”). Under ASC 815, proceeds received upon the issuance of the hybrid contract are allocated between the fair value of the notes and the fair value of the derivative. The derivative is subsequently marked-to-market at each reporting date based on current fair value, with the changes in fair value reported in the condensed consolidated statements of operations and comprehensive loss.

 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 (as defined below) was eliminated upon repayment on November 25, 2025. (For further details, see “Note 4 – Fair Value Measurements” and “Note 6 – Debt”). 

 9

 Table of Contents 

 Right-of-Use Assets and Related Lease Liabilities 

 We record operating leases as right-of-use assets and recognize the related lease liabilities equal to the fair value of the lease payments using our incremental borrowing rate when the implicit rate in the lease agreement is not readily available. We recognize variable lease payments when incurred. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

 We record finance lease obligations as a component of property and equipment and amortize these assets within operating expenses on a straight-line basis to their residual values over the shorter of the term of the underlying lease or the estimated useful life of the equipment. The interest component of finance lease obligations is included in interest expense and recognized using the effective interest method over the lease term.

 We account for leases with initial terms of 12 months or less as an operating expense.

 Common Stock Repurchases 

 We have repurchased shares of our common stock from time to time under authorization made by our Board of Directors. Under applicable Washington State law, repurchased shares are retired and not presented separately as treasury stock in the condensed consolidated financial statements. 

 Financial Instruments and Concentrations of Credit Risk 

 Cash and cash equivalents, receivables, accounts payable and accrued liabilities, which are recorded at invoiced amount or cost, approximate fair value based on the short-term nature of these financial instruments. The fair value of short-term investments is based on quoted market prices. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and receivables. Cash and cash equivalents are held by financial institutions and are federally insured up to certain limits. At times, our cash and cash equivalents balance held at a financial institution may exceed the federally insured limits. To limit the credit risk, we invest our excess cash in high-quality securities such as money market mutual funds, certificates of deposit and U.S. treasury bills.

 Recent Accounting Pronouncements 

 In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expense (“ASU 2024-03”), requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements.

 In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (“ASU 2025-10”), which establishes authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants. Under ASU 2025-10, government grants are recognized when it is probable that the entity will both comply with the conditions of the grant and the grant will be received. The ASU provides specific accounting models for grants related to assets and grants related to income, including options to recognize government grants as deferred income or as a reduction of the asset’s cost basis. The ASU also requires enhanced disclosures regarding the nature of government grants, significant terms and conditions, accounting policies applied, and amounts recognized in the financial statements. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-10 on its consolidated financial statements.

 In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11 on its consolidated financial statements.

 Note 3 — Net Income (Loss) Per Share 

 Basic net income (loss) per share (“Basic EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net loss per share (“Diluted EPS”) is computed by dividing net income (loss) by the weighted average number of common shares and potentially dilutive common shares outstanding during the period. Our potentially dilutive securities include common shares related to our stock options calculated using the treasury stock method and convertible senior notes calculated using the if-converted method. In periods where we have a net loss from continuing operations but overall net income, we do not compute Diluted EPS because the effect would be antidilutive. When there is a net loss, potentially dilutive securities, like stock options or convertible debt, are typically excluded from the diluted net loss per share calculation. Potentially dilutive securities excluded from Diluted EPS are calculated based on a weighted average of days in the quarter from when the respective transactions occurred and are shown as follows:

 Three Months Ended 

 Six Months Ended 

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

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

 11,084,027 
 
 5,915,742 
 
 11,267,933 
 
 2,974,213 
 
 2026 Notes convertible to common stock (1)(3) 

 — 
 
 3,280,240 
 
 — 
 
 4,281,266 
 
 Outstanding options to purchase common stock

 6,410,110 
 
 981,651 
 
 6,588,423 
 
 2,790,290 
 
 Share-settled liability (4) 

 — 
 
 552,662 
 
 — 
 
 277,858 
 
 Total potentially dilutive shares excluded from net income (loss) per share

 17,494,137 
 
 10,730,295 
 
 17,856,356 
 
 10,323,627 
 
 (1)

 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. 

 (2) 
 
 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. 

 (3) 
 
 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. 

 (4) 
 
 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 

 Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The accounting standard establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required:

 Level 1—Observable inputs for identical assets or liabilities, such as quoted prices in active markets;

 Level 2—Inputs other than quoted prices in active markets that are either directly or indirectly observable; and

 Level 3—Unobservable inputs in which little or no market data exists, therefore they are developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

 We review the fair value hierarchy classification on a quarterly basis. 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 June 30, 2026.

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

 June 30, 2026 

 Level 1 

 Level 2 

 Level 3 

 Total 

 (In thousands) 

 Assets:

 Cash and cash equivalents:

 Certificate of deposit classified as non-current restricted investments

 $ 
 1,054 
 
 $ 
 — 
 
 $ 
 — 
 
 $ 
 1,054 
 
 Short-term investments:

 Money-market funds

 129,965 
 
 — 
 
 — 
 
 129,965 
 
 Total Assets

 $ 
 131,019 
 
 $ 
 — 
 
 $ 
 — 
 
 $ 
 131,019 
 
 Liabilities:

 2029 Notes:

 2029 Notes conversion option derivative

 $ 
 — 
 
 $ 
 — 
 
 $ 
 ( 55,216 
 ) 
 
 $ 
 ( 55,216 
 ) 
 
 2029 Notes repurchase obligation, net

 — 
 
 ( 31,259 
 ) 
 
 — 
 
 ( 31,259 
 ) 
 
 Total Liabilities

 $ 
 — 
 
 $ 
 ( 31,259 
 ) 
 
 $ 
 ( 55,216 
 ) 
 
 $ 
 ( 86,475 
 ) 
 
 December 31, 2025 

 Level 1 

 Level 3 

 Total 

 (In thousands) 

 Assets: 

 Cash and cash equivalents:

 Certificate of deposit classified as non-current restricted investments

 $ 
 1,054 
 
 $ 
 — 
 
 $ 
 1,054 
 
 Short-term investment

 Money-market funds

 162,144 
 
 — 
 
 162,144 
 
 Total Assets

 $ 
 163,198 
 
 $ 
 — 
 
 $ 
 163,198 
 
 Liabilities: 

 2029 Notes:

 2029 Notes conversion option derivative

 $ 
 — 
 
 $ 
 ( 157,171 
 ) 
 
 $ 
 ( 157,171 
 ) 
 
 Total Liabilities

 $ 
 — 
 
 $ 
 ( 157,171 
 ) 
 
 $ 
 ( 157,171 
 ) 
 
 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.

 All our investments, which are classified as Level 1 assets, are short-term and held in our name. Money market funds are classified as available-for-sale.

 Our embedded derivative is classified as a Level 3 liability. (For further details see “Note 6 – Debt”).

 The fair value of our embedded derivative was determined using the Discounted Cash Flow model with the following key assumptions:

 June 30, 

 December 31, 

 2026 

 2025 

 2029 Note conversion option derivative 

 Stock price (per share)

 $ 
 9.51 
 
 $ 
 17.18 
 
 Unsecuritized discount rate

 18.32 
 % 
 
 18.03 
 % 
 
 Risk-free rate

 4.07 
 % 
 
 3.53 
 % 
 
 Stock price volatility

 70 
 % 
 
 75 
 % 
 
 Dividend yield

 — 
 % 
 
 — 
 % 
 
 Term (in years)

 3.0 
 
 3.5 
 
 Changes in valuation assumptions could have a significant impact on the 2029 Note conversion option derivative. 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 six months ended June 30, 2026:

 Balance as of 

 Balance as of 

 December 31, 

 Conversions and 

 June 30, 

 2025 

 Additions 

 Change in Fair Value 

 Extinguishments 

 2026 

 (In thousands) 

 Liabilities 

 2029 Notes

 2029 Notes conversion option derivative

 $ 
 ( 157,171 
 ) 
 
 $ 
 — 
 
 $ 
 85,266 
 
 $ 
 16,689 
 (1) 
 
 ( 55,216 
 ) 
 
 2029 Notes repurchase obligation, net

 — 
 
 ( 30,586 
 ) 
 
 ( 673 
 ) 
 
 — 
 
 ( 31,259 
 ) (2) 
 
 Total

 $ 
 ( 157,171 
 ) 
 
 $ 
 ( 30,586 
 ) 
 
 $ 
 84,593 
 
 $ 
 16,689 
 
 $ 
 ( 86,475 
 ) 
 
 (1) 
 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. 
 
 (2) 
 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 

 OMIDRIA Contract Royalty Asset 

 The OMIDRIA contract royalty asset consists of the following:

 June 30, 

 December 31, 

 2026 

 2025 

 (In thousands) 

 Short-term contract royalty asset

 $ 
 25,603 
 
 $ 
 25,351 
 
 Long-term contract royalty asset

 90,875 
 
 96,435 
 
 Total OMIDRIA contract royalty asset

 $ 
 116,478 
 
 $ 
 121,786 
 
 See “Note 7 — Discontinued Operations – Sale of OMIDRIA” for discussion regarding the estimated fair value of our OMIDRIA contract royalty asset.

 OMIDRIA Royalty Obligation 

 The OMIDRIA contract royalty obligation consists of the following:

 June 30, 

 December 31, 

 2026 

 2025 

 (In thousands) 

 Short-term OMIDRIA royalty obligation

 $ 
 21,511 
 
 $ 
 20,547 
 
 Long-term OMIDRIA royalty obligation

 136,370 
 
 147,319 
 
 Total OMIDRIA royalty obligation

 $ 
 157,881 
 
 $ 
 167,866 
 
 See “Note 8 — OMIDRIA Royalty Obligation” for further details.

 Receivables 

 Receivables consist of the following:

 June 30, 

 December 31, 

 2026 

 2025 

 (In thousands) 

 Trade receivables, net

 $ 
 11,711 
 
 $ 
 — 
 
 OMIDRIA royalty receivables

 6,109 
 
 6,443 
 
 Novo Nordisk receivable

 3,370 
 
 3,724 
 
 Other receivables

 111 
 
 750 
 
 Total receivables

 $ 
 21,301 
 
 $ 
 10,917 
 
 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. All U.S. royalties received from Rayner are remitted by Rayner to an escrow account, established by Omeros, from which payments are made on our behalf to DRI. These payments are entirely pass-through in nature to the Company with DRI as the recipient.

 Property and Equipment, Net 

 Property and equipment, net consists of the following:

 June 30, 

 December 31, 

 2026 

 2025 

 (In thousands) 

 Equipment under finance lease obligations

 $ 
 8,324 
 
 $ 
 8,323 
 
 Laboratory equipment

 3,788 
 
 3,744 
 
 Computer equipment

 1,113 
 
 1,113 
 
 Office equipment and furniture

 624 
 
 624 
 
 Total cost

 13,849 
 
 13,804 
 
 Less accumulated depreciation and amortization

 ( 12,469 
 ) 
 
 ( 12,036 
 ) 
 
 Total property and equipment, net

 $ 
 1,380 
 
 $ 
 1,768 
 
 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 

 Accrued expenses consist of the following:

 June 30, 

 December 31, 

 2026 

 2025 

 (In thousands) 

 Employee compensation

 $ 
 11,830 
 
 $ 
 10,348 
 
 Deferred income

 5,004 
 
 2,473 
 
 Clinical trials

 4,610 
 
 6,248 
 
 Contract research and development

 3,928 
 
 5,773 
 
 Consulting and professional fees

 1,802 
 
 2,406 
 
 Sales, fees and discounts

 831 
 
 — 
 
 Income taxes payable

 656 
 
 1,146 
 
 Interest payable

 280 
 
 616 
 
 Other accrued expenses

 328 
 
 378 
 
 Total accrued expenses

 $ 
 29,269 
 
 $ 
 29,388 
 
 Deferred income as of June 30, 2026 and December 31, 2025 primarily related to billings to Novo Nordisk under the Transition Services Agreement.

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 ​

 Note 6 — Debt 

 Convertible senior notes, net, balances are comprised of the following:

 June 30, 

 December 31, 

 2026 

 2025 

 (In thousands) 

 2029 Notes repurchase obligation, net, reported at fair value

 Current 
 
 $ 
 31,259 
 
 $ 
 — 
 
 2026 Notes

 Current 
 
 — 
 
 17,063 
 
 2029 Notes

 Non-current 
 
 42,032 
 
 51,364 
 
 $ 
 73,291 
 
 $ 
 68,427 
 
 2029 Notes embedded derivative reported at fair value 
 
 $ 
 55,216 
 
 $ 
 157,171 
 
 2029 Notes 

 Exchange of 2026 Notes for 2029 Notes 

 On May 14, 2025, we completed the exchange (the “Convertible Note Exchange”) of $ 70.8 million in aggregate principal amount of our 2026 Notes on a one-for-one basis for newly-issued 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 2029 Notes were issued pursuant to an Indenture, dated as of August 14, 2020 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a Second Supplemental Indenture, dated as of May 14, 2025 (the “Second Supplemental Indenture”), between the Company and the Trustee (the Base Indenture, as amended and supplemented by the Second Supplemental Indenture, the “Indenture”). 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 

 The embedded derivative on the 2029 Notes includes 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. 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) the June 15, 2029 maturity date.

 Conversion Feature 

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

 The amount outstanding on the 2029 Notes is as follows:

 June 30, 

 December 31, 

 2026 

 2025 
 
 (In thousands) 

 2029 Notes repurchase obligation, net, reported at fair value

 $ 
 31,259 
 
 $ 
 — 
 
 Principal amount

 54,785 
 
 70,785 
 
 Less unamortized debt discount, net of issuance costs

 ( 12,753 
 ) 
 
 ( 19,421 
 ) 
 
 2029 Notes remaining

 42,032 
 
 51,364 
 
 2029 Notes remaining embedded derivative reported at fair value (1) 

 55,216 
 
 157,171 
 
 Fair value of 2029 Notes (2) 

 $ 
 107,033 
 
 $ 
 111,992 
 
 (1)

 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”). 

 (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. 
 
 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 %. 

 The following table sets forth interest expense recognized related to the 2029 Notes:

 Three Months Ended 

 Six Months Ended 

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

 (In thousands) 

 (In thousands) 

 Contractual interest expense

 $ 
 1,681 
 
 $ 
 859 
 
 $ 
 3,362 
 
 $ 
 859 
 
 Amortization of debt issuance costs

 1,438 
 
 748 
 
 2,883 
 
 748 
 
 Total interest expense

 $ 
 3,119 
 
 $ 
 1,607 
 
 $ 
 6,245 
 
 $ 
 1,607 
 
 The 2029 Notes are redeemable, in whole or in part, at our option at any time, and from time to time, on or after June 20, 2027 and on or before the 50 th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, but only if the last reported sale price per share of our common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice and (ii) the trading day immediately before the date we send such notice. In addition, calling any 2029 Note for redemption would constitute a “make-whole fundamental change” (as defined in the Indenture) with respect to that 2029 Note, in which case the conversion rate applicable to the conversion of that 2029 Note would be increased in certain circumstances if it is converted after it is called for redemption.

 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. 

 Term Loan 

 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.

 The following table sets forth interest expense recognized related to the Term Loan:

 Three Months Ended 

 Six Months Ended 

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

 (In thousands) 

 Contractual interest expense

 $ 
 — 
 
 $ 
 2,231 
 
 $ 
 — 
 
 $ 
 4,464 
 
 Amortization of debt premium and issuance costs

 — 
 
 ( 1,306 
 ) 
 
 — 
 
 ( 3,214 
 ) 
 
 Total interest expense

 $ 
 — 
 
 $ 
 925 
 
 $ 
 — 
 
 $ 
 1,250 
 
 2026 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 June 30, 2026 and December 31, 2025 are as follows:

 ​

 June 30, 

 December 31, 

 2026 

 2025 

 (In thousands) 

 Principal amount

 $ 
 — 
 
 $ 
 17,077 
 
 Unamortized debt issuance costs

 — 
 
 ( 14 
 ) 
 
 Total 2026 Notes

 $ 
 — 
 
 $ 
 17,063 
 
 Fair value of outstanding 2026 Notes (1) 

 $ 
 — 
 
 $ 
 16,996 
 
 (1)

 The fair value was classified as Level 2 liability due to the limited trading activity for the 2026 Notes. The balance as of December 31, 2025 reflected the fair value of the 2026 Notes based on quoted prices in an over-the-counter market using the most recent trading information at the end of the reporting period. The value of the conversion feature of the 2026 Notes was not deemed to be significant as no holders converted their notes prior to repayment. 

 The following table sets forth interest expense recognized related to the 2026 Notes:

 Three Months Ended 

 Six Months Ended 

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

 (In thousands) 

 Contractual interest expense

 $ 
 — 
 
 $ 
 790 
 
 $ 
 112 
 
 $ 
 2,074 
 
 Amortization of debt discount and issuance costs

 — 
 
 92 
 
 14 
 
 240 
 
 Total interest expense

 $ 
 — 
 
 $ 
 882 
 
 $ 
 126 
 
 $ 
 2,314 
 
 11

 Table of Contents 

 Note 7 — Discontinued Operations - Sale of OMIDRIA 

 On December 23, 2021, we sold the rights to OMIDRIA and related assets to Rayner, which is reported as discontinued operations in our condensed consolidated statements of operations and comprehensive loss and excluded from continuing operations for all periods presented. 

 The results of operations for OMIDRIA are recorded as income from discontinued operations for all periods presented in the condensed consolidated statements of operations and comprehensive loss are as follows:

 Three Months Ended 

 Six Months Ended 

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

 (In thousands) 

 Interest earned on OMIDRIA contract royalty asset

 $ 
 3,063 
 
 $ 
 3,886 
 
 $ 
 6,195 
 
 $ 
 7,839 
 
 Remeasurement adjustments

 3,571 
 
 ( 3,149 
 ) 
 
 5,191 
 
 ( 2,981 
 ) 
 
 Other income (loss), net

 ( 82 
 ) 
 
 ( 83 
 ) 
 
 ( 32 
 ) 
 
 ( 98 
 ) 
 
 Ex-U.S. royalties

 6 
 
 6 
 
 12 
 
 6 
 
 Income before income tax

 6,558 
 
 660 
 
 11,366 
 
 4,766 
 
 Income tax benefit (expense)

 37 
 
 ( 195 
 ) 
 
 40 
 
 ( 195 
 ) 
 
 Net income from discontinued operations, net of tax

 $ 
 6,595 
 
 $ 
 465 
 
 $ 
 11,406 
 
 $ 
 4,571 
 
 ​ ​

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

 OMIDRIA contract royalty asset at December 31, 2025

 $ 
 121,786 
 
 Royalties earned

 ( 16,694 
 ) 
 
 Interest earned on OMIDRIA contract royalty asset

 6,195 
 
 Remeasurement adjustments

 5,191 
 
 OMIDRIA contract royalty asset at June 30, 2026

 $ 
 116,478 
 
 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: 

 ​

 Six Months Ended 

 June 30, 

 2026 

 2025 

 (In thousands) 

 Net cash provided by discontinued operations from operating activities

 $ 
 16,320 
 
 $ 
 13,176 
 
 Net cash provided by discontinued operations primarily represents royalties received from Rayner. ​All royalties earned on OMIDRIA sales within the U.S. through December 31, 2031 are remitted by Rayner to an escrow account established by Omeros, from which payments are made to DRI.

 Note 8 — OMIDRIA Royalty Obligation 

 On September 30, 2022, we sold to DRI a portion of our future OMIDRIA royalty receipts for a purchase price of $ 125.0 million and recorded an OMIDRIA royalty obligation for the same amount. On February 1, 2024, DRI purchased our remaining U.S. OMIDRIA royalty receipts through December 31, 2031 for $ 115.5 million in cash under the Amendment. The Amendment eliminated the previously existing annual caps on royalty payments after January 1, 2024, and provides that DRI receives all royalties on U.S. net sales of OMIDRIA payable between January 1, 2024 and December 31, 2031. We accounted for the Amendment as a modification of our existing debt from DRI. The OMIDRIA royalty obligation is valued based on our estimates of future OMIDRIA royalties and is amortized through December 31, 2031. All royalties earned on OMIDRIA sales within the U.S. through December 31, 2031 are remitted by Rayner to an escrow account established by Omeros, from which payments are made to DRI. DRI has no recourse to our assets other than in its interest in OMIDRIA royalties.

 We currently retain the right to receive all royalties payable by Rayner on any ex-U.S. net sales. After December 31, 2031, we retain the right to receive all global royalties payable by Rayner on net sales of OMIDRIA. To date, international royalties have not been significant. DRI has no recourse to our assets other than its interest in OMIDRIA royalties.

 We are entitled to receive a separate milestone payment ranging between $ 8.0 million and $ 27.5 million if U.S. net sales of OMIDRIA reach applicable thresholds ranging between a total of $ 181.0 million and $ 185.0 million in the aggregate for any period of four consecutive quarters prior to January 1, 2028, although we do not expect to receive this milestone based on current U.S. net sales of OMIDRIA.

 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

 $ 
 167,866 
 
 Non-cash interest

 ( 853 
 ) 
 
 Principal payments

 ( 9,132 
 ) 
 
 Balance at June 30, 2026

 $ 
 157,881 
 
 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 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 and six months ended June 30, 2026 and 2025, interest expense is as follows:

 Three Months Ended 

 Six Months Ended 

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

 (In thousands) 

 Pass through interest remitted through administrative agent

 $ 
 3,885 
 
 $ 
 5,069 
 
 $ 
 7,898 
 
 $ 
 10,286 
 
 Non-cash remeasurement adjustment

 556 
 
 ( 8,506 
 ) 
 
 ( 853 
 ) 
 
 ( 11,878 
 ) 
 
 Interest expense, net of remeasurement on OMIDRIA royalty obligation

 $ 
 4,441 
 
 $ 
 ( 3,437 
 ) 
 
 $ 
 7,045 
 
 $ 
 ( 1,592 
 ) 
 
 ​

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

 Principal 

 Interest 

 Total 

 (In thousands) 

 2026

 $ 
 10,520 
 
 $ 
 7,416 
 
 $ 
 17,936 
 
 2027

 22,704 
 
 13,254 
 
 35,958 
 
 2028

 25,749 
 
 10,928 
 
 36,677 
 
 2029

 29,116 
 
 8,294 
 
 37,410 
 
 2030 and thereafter

 69,792 
 
 7,288 
 
 77,080 
 
 Total scheduled payments

 $ 
 157,881 
 
 $ 
 47,180 
 
 $ 
 205,061 
 
 Note 9 — Lease Liabilities 

 We have an operating lease for our office and laboratory facilities with an initial term that ends in November 2027 and two options to extend the lease term, each by an additional five years. Restricted investments of $ 1.1 million represent the security deposit on our office and laboratory facilities. We have finance leases for certain laboratory and office equipment that have lease terms expiring through October 2029. 

 Supplemental lease information is as follows:

 Three Months Ended 

 Six Months Ended 

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

 (In thousands) 

 Lease cost

 Operating lease cost

 $ 
 1,488 
 
 $ 
 1,680 
 
 $ 
 2,975 
 
 $ 
 3,206 
 
 Finance lease cost:

 Amortization

 142 
 
 234 
 
 328 
 
 367 
 
 Interest

 25 
 
 51 
 
 63 
 
 89 
 
 Variable lease cost

 921 
 
 950 
 
 1,906 
 
 1,891 
 
 Sublease income

 ( 60 
 ) 
 
 ( 411 
 ) 
 
 ( 120 
 ) 
 
 ( 725 
 ) 
 
 Net lease cost

 $ 
 2,516 
 
 $ 
 2,504 
 
 $ 
 5,152 
 
 $ 
 4,828 
 
 12

 Table of Contents 

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

 Six Months Ended 

 June 30, 

 2026 

 2025 

 (In thousands) 

 Cash paid for amounts included in the measurement of lease liabilities

 Cash payments for operating leases

 $ 
 3,282 
 
 $ 
 3,444 
 
 Cash payments for financing leases

 381 
 
 466 
 
 Note 10 — Commitments and Contingencies 

 Good and Service Contracts 

 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 

 We have entered a variety of development, collaboration, licensing or similar agreements with third parties under which we have accessed technology or services in connection with our development assets and programs. 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 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 

 Common Stock 

 At-the-Market Sales Agreement - 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, through an ATM equity offering program. On November 14, 2025, the Company filed a shelf registration statement and prospectus supplement renewing the ATM for an aggregate offering price of up to $ 150.0 million. As of the date of this report, we have $ 150.0 million in shares of our common stock available to sell under our ATM program.

 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 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 

 ​

 Our equity incentive plans provide for the grant of incentive and non-qualified stock options, restricted stock awards, restricted stock units, and other stock awards to employees, non-employee directors, and consultants.

 Stock-based compensation is as follows:

 Three Months Ended 

 Six Months Ended 

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

 (In thousands) 

 Research and development

 $ 
 700 
 
 $ 
 915 
 
 $ 
 1,501 
 
 $ 
 1,951 
 
 Selling, general and administrative

 921 
 
 1,150 
 
 2,009 
 
 2,567 
 
 Total stock-based compensation

 $ 
 1,621 
 
 $ 
 2,065 
 
 $ 
 3,510 
 
 $ 
 4,518 
 
 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The following assumptions were applied to all stock option grants:

 Three Months Ended 

 Six Months Ended 

 June 30, 2026 

 June 30, 2026 

 Estimated weighted-average fair value

 $ 
 9.13 
 
 $ 
 9.98 
 
 Weighted-average assumptions:

 Expected volatility

 107 
 % 
 
 105 
 % 
 
 Expected life, in years

 7.3 
 
 7.1 
 
 Risk-free interest rate

 4.16 
 % 
 
 4.08 
 % 
 
 Expected dividend yield

 — 
 % 
 
 — 
 % 
 
 Expected volatility is based on the historical volatility of our stock price weighted by grant issuances over the reporting period. We estimated the expected life of the stock options granted using the historical exercise behavior of option holders. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Forfeiture expense is estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates.

 Stock option activity for all stock plans and related information is as follows:

 Weighted- 

 Average 

 Aggregate 

 Exercise 

 Remaining 

 Intrinsic 

 Options 

 Price per 

 Contractual Life 

 Value 

 Outstanding 

 Share 

 (In years) 

 (In thousands) 

 Balance at December 31, 2025

 18,273,105 
 
 $ 
 7.27 
 
 Granted

 276,500 
 
 11.63 
 
 Exercised

 ( 1,618,058 
 ) 
 
 6.94 
 
 Forfeited

 ( 714,643 
 ) 
 
 4.26 
 
 Balance at June 30, 2026

 16,216,904 
 
 $ 
 7.51 
 
 5.5 
 
 $ 
 58,845 
 
 Vested and expected to vest at June 30, 2026

 15,815,907 
 
 $ 
 7.60 
 
 5.5 
 
 $ 
 56,526 
 
 Exercisable at June 30, 2026

 12,321,834 
 
 $ 
 8.69 
 
 4.6 
 
 $ 
 35,952 
 
 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 June 30, 2026, the total number of shares of common stock available for grant was 10.3 million. 

 13

 Table of Contents 

 ITEM 2. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

 The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10 ‑ Q and with our audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 31, 2026. 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. 

 Overview 

 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 two years of age and older. 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. Activation of the lectin pathway of complement plays a central role in disease pathogenesis. YARTEMLEA selectively inhibits MASP-2, blocking pathway activation while preserving classical and alternative complement pathway functions important for host defense. In TA-TMA, MASP-2 inhibition prevents lectin pathway-mediated cellular injury, including endothelial damage in small blood vessels, and thrombus formation. Unlike other complement inhibitors, YARTEMLEA has no boxed warning and no Risk Evaluation and Mitigation Strategy (REMS), and vaccinations are not required prior to treatment.

 Commercial distribution and sales of YARTEMLEA began in January 2026. Both adult and pediatric patients with TA-TMA are now receiving YARTEMLEA, including patients who have recently failed prior off-label C5- and C3-inhibitor regimens, in both hospital and outpatient settings. 

 We are commercializing YARTEMLEA in the U.S. market and have deployed our field force of account managers and directors, market development managers, access leads, and medical science liaisons to engage directly with transplant centers across the U.S. 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 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 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 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. 

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

 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. 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.

 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). 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. Zaltenibart has shown multiple potential advantages over other alternative pathway inhibitors in development and on the market.

 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, 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 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 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.

 In accordance with the APLA, at the closing of the Transaction, Omeros and Novo Nordisk entered into a transition services agreement (the “Transition Services Agreement”) pursuant to which we are providing certain transition services to Novo Nordisk to facilitate the transfer of the acquired assets and liabilities under the APLA and to provide for the continued operation of relevant studies and program activities during the applicable term. Subject to certain exceptions and limitations, Novo Nordisk reimburses us for costs and expenses we incur under the Transition Services Agreement, including third-party costs and expenses, costs associated with delivery of transition services by Omeros personnel on an hourly basis at rates specified in the Transition Services Agreement, and for our inventories of zaltenibart drug substance and product.

 Other Development Programs 

 PDE7 Inhibitor Program 

 Our PDE7 inhibitor program, which we refer to as OMS527, comprises multiple PDE7 inhibitor compounds and is based on our discoveries of previously unknown links between PDE7 and any addiction or compulsive disorder, and between PDE7 and any movement disorder. In April 2023, we were awarded a grant from the National Institute on Drug Abuse (“NIDA”) part of the National Institutes of Health, to develop our lead orally administered PDE7 inhibitor compound, for which we have successfully completed a Phase 1 study, for the treatment of cocaine use disorder. 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 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. The effectiveness of current AML treatments, such as chemotherapeutics and antibody-drug conjugates, is limited by a number of factors, including high relapse rates and substantial side effects. 

 OncotoX -AML is an engineered biologic designed to selectively kill both AML blasts (abnormal myeloid cells) and relapse-related leukemia stem cells. Its unique mechanism of action is independent of myeloid cell genetic mutations, including TP53, NPM1, KMT2A, and FLT3, which are collectively found in approximately 90% of AML patients and are historically difficult to treat. 

 In February 2026, we announced the successful completion of our initial study in nonhuman primates evaluating the efficacy and safety of OncotoX -AML. Administration of only one course of OncotoX -AML treatment to immunocompetent primates demonstrated the desired pharmacologic response, specifically marked, selective, reversible, and dose-related reduction in myeloid progenitor cells — the cells that can mutate and lead to AML — by up to 99%. OncotoX -AML was well tolerated, without causing broader or lasting hematologic changes while preserving hematopoietic stem cells. There were no observed safety signals or meaningful changes in blood chemistry values often seen with current AML treatments.

 In April 2025, we established the Omeros Oncology Clinical Steering Committee to help advance our OncotoX -AML program. 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, 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 

 We are also advancing our targeted complement activating therapy (“T-CAT”) platform: a new class of recombinant antibodies intended for broad action against pathogens, including bacteria, fungi, viruses, and parasites. T-CAT is designed to harness complement activation to kill pathogens directly, which represents a novel approach to infectious disease treatment.

 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.

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 Table of Contents 

 Debt Financing Transactions 

 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.

 Purchase 

 Price 

 Underlying 

 Aggregate Principal 

 Excluding Interest 

 Interest 

 Shares 

 (in thousands) 

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

 $ 
 70,785 
 
 11,454 
 
 Agreement Date 

 Closing 

 June 17, 2026

 July 6, 2026

 $ 
 (16,000 
 ) 
 
 $ 
 31,259 
 
 $ 
 89 
 
 (2,589 
 ) 
 
 July 2, 2026

 July 20, 2026

 (14,463 
 ) 
 
 28,911 
 
 134 
 
 (2,340 
 ) 
 
 $ 
 (30,463 
 ) 
 
 $ 
 60,170 
 
 $ 
 223 
 
 6,525 
 
 Remaining principal outstanding at July 20, 2026

 $ 
 40,322 
 
 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 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 

 At the Market Sales Agreement 

 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, through an ATM equity offering program. 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 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 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 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.

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 Table of Contents 

 Results of Operations 

 Product Sales, Net 

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

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

 (In thousands) 

 Product sales, net

 $ 
 28,529 
 
 $ 
 — 
 
 $ 
 38,422 
 
 $ 
 — 
 
 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, 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 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:

 Chargebacks 

 Distribution Fees 

 and Medicaid 

 and Product 

 Rebates 

 Return Allowance 

 Total 

 (In thousands) 

 Provisions

 $ 
 3,560 
 
 $ 
 1,374 
 
 $ 
 4,934 
 
 Payments

 (2,984 
 ) 
 
 (520 
 ) 
 
 (3,504 
 ) 
 
 Balance as of June 30, 2026

 $ 
 576 
 
 $ 
 854 
 
 $ 
 1,430 
 
 Chargebacks 

 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. Chargebacks represent the difference between the price we charge wholesalers and the contracted or statutorily required prices available to eligible purchasers under government programs, including our federal supply schedule agreement, and are estimated based on known pricing terms and expected utilization.

 Distribution Fees 

 We pay our wholesalers a distribution fee for services they perform for us based on the dollar value of their purchases of YARTEMLEA. We record a provision for these charges as a reduction to revenue at the time of sale to the wholesaler and make payments to our wholesalers based on contractual terms.

 Cost of Product Sales 

 Cost of product sales is as follows:

 Three Months Ended 

 Six Months Ended 

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

 (In thousands) 

 Cost of product sales

 $ 
 798 
 
 $ 
 — 
 
 $ 
 1,385 
 
 $ 
 — 
 
 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. 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 and preclinical research and development activities; internal overhead and other expenses; and stock-based compensation expense. 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. Our accounting policy is to expense all manufacturing costs related to product candidates until regulatory approval is reasonably assured in either the U.S. or EU.

 The following table illustrates our expenses associated with these activities:

 Three Months Ended 

 Six Months Ended 

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

 (In thousands) 

 Research and development expenses:

 Direct external expenses:

 Clinical research and development:

 MASP-2 program - OMS721 (narsoplimab)

 $ 
 3,278 
 
 $ 
 3,424 
 
 $ 
 5,855 
 
 $ 
 6,055 
 
 MASP-3 program - OMS906 (zaltenibart)

 (208 
 ) 
 
 5,324 
 
 (168 
 ) 
 
 12,355 
 
 MASP-2 program - OMS1029 and other

 305 
 
 567 
 
 502 
 
 930 
 
 Total clinical research and development

 3,375 
 
 9,315 
 
 6,189 
 
 19,340 
 
 Preclinical research and development

 1,072 
 
 978 
 
 2,188 
 
 2,361 
 
 Total direct external expenses

 4,447 
 
 10,293 
 
 8,377 
 
 21,701 
 
 Internal overhead and other expenses

 8,651 
 
 10,801 
 
 17,278 
 
 22,203 
 
 Stock-based compensation expenses

 700 
 
 915 
 
 1,501 
 
 1,951 
 
 Total research and development expenses

 $ 
 13,798 
 
 $ 
 22,009 
 
 $ 
 27,156 
 
 $ 
 45,855 
 
 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.

 ​

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 Table of Contents 

 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. Clinical development timelines, the probability of success, and development costs can differ materially as new data become available and as expectations change. Our future research and development expenses will depend, in part, on the preclinical or clinical success of each product candidate as well as ongoing assessments of each program’s commercial potential. In addition, we cannot forecast with precision which product candidates, if any, may be subject to future collaborations, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.

 We are required to expend substantial resources in the development of our product candidates due to the lengthy process of completing clinical trials and seeking regulatory approval. Any failure or delay in completing clinical trials, or in obtaining regulatory approvals, could delay our generation of product revenue and increase our research and development expenses.

 Selling, General and Administrative Expenses 

 Selling, general and administrative expenses are as follows:

 Three Months Ended 

 Six Months Ended 

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

 (In thousands) 

 Selling, general and administrative expenses:

 Selling, general and administrative expenses, excluding stock-based compensation expense

 $ 
 12,938 
 
 $ 
 9,195 
 
 $ 
 25,219 
 
 $ 
 18,901 
 
 Stock-based compensation expense

 921 
 
 1,150 
 
 2,009 
 
 2,567 
 
 Total selling, general and administrative expenses

 $ 
 13,859 
 
 $ 
 10,345 
 
 $ 
 27,228 
 
 $ 
 21,468 
 
 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.

 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.

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 Table of Contents 

 Interest Expense 

 Interest expense, net of premiums, discounts, issuance costs, and remeasurement adjustments is shown below:

 Three Months Ended 

 Six Months Ended 

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

 (In thousands) 

 OMIDRIA royalty obligation

 Pass through interest remitted to administrative agent

 $ 
 3,885 
 
 $ 
 5,069 
 
 $ 
 7,898 
 
 $ 
 10,286 
 
 Non-cash remeasurement adjustment

 556 
 
 (8,506 
 ) 
 
 (853 
 ) 
 
 (11,878 
 ) 
 
 Interest expense, net of remeasurement on OMIDRIA royalty obligation

 4,441 
 
 (3,437 
 ) 
 
 7,045 
 
 (1,592 
 ) 
 
 2029 Notes

 Contractual interest expense

 1,681 
 
 859 
 
 3,362 
 
 859 
 
 Amortization of debt discount and issuance costs

 1,438 
 
 748 
 
 2,883 
 
 748 
 
 Interest expense on 2029 Notes

 3,119 
 
 1,607 
 
 6,245 
 
 1,607 
 
 2026 Notes

 Contractual interest expense

 — 
 
 790 
 
 112 
 
 2,074 
 
 Amortization of debt discount and issuance costs

 — 
 
 92 
 
 14 
 
 240 
 
 Interest expense on 2026 Notes

 — 
 
 882 
 
 126 
 
 2,314 
 
 Term Loan

 Contractual interest expense

 — 
 
 2,231 
 
 — 
 
 4,464 
 
 Amortization of debt premium and issuance costs

 — 
 
 (1,306 
 ) 
 
 — 
 
 (3,214 
 ) 
 
 Interest expense on Term Loan

 — 
 
 925 
 
 — 
 
 1,250 
 
 Finance leases and other

 25 
 
 38 
 
 63 
 
 90 
 
 Total interest expense, net of remeasurement and other

 $ 
 7,585 
 
 $ 
 15 
 
 $ 
 13,479 
 
 $ 
 3,669 
 
 Interest on our OMIDRIA royalty obligation is calculated under the effective interest method and represents a portion of the royalties remitted by Rayner to our administrative agent, Wilmington Savings Fund Society, FSB, along with principal. Pass-through interest paid to DRI is offset by non-cash remeasurement adjustments taken to properly reflect the OMIDRIA royalty obligation for changes in probable cash flows on our future expected Rayner royalties. 

 Contractual interest expense is comprised of cash interest paid during the year and the net change in accrued interest. 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 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 

 Three Months Ended 

 Six Months Ended 

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

 (In thousands) 

 Interest and other income

 $ 
 4,626 
 
 $ 
 1,241 
 
 $ 
 6,101 
 
 $ 
 2,363 
 
 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 

 Three Months Ended 

 Six Months Ended 

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

 (In thousands) 

 Net gain on change in fair value of financial instruments

 $ 
 11,447 
 
 $ 
 8,207 
 
 $ 
 84,593 
 
 $ 
 8,142 
 
 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 

 Three Months Ended 

 Six Months Ended 

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

 (In thousands) 

 Loss on early extinguishment of 2029 Notes

 $ 
 (1,896 
 ) 
 
 $ 
 — 
 
 $ 
 (1,896 
 ) 
 
 $ 
 — 
 
 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 

 Three Months Ended 

 Six Months Ended 

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

 (In thousands) 

 Loss on early extinguishment of 2026 Notes

 $ 
 — 
 
 $ 
 (2,968 
 ) 
 
 $ 
 — 
 
 $ 
 (2,968 
 ) 
 
 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 

 Three Months Ended 

 Six Months Ended 

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

 (In thousands) 

 Income tax expense

 $ 
 (29 
 ) 
 
 $ 
 — 
 
 $ 
 (86 
 ) 
 
 $ 
 — 
 
 Income tax expense reflects estimated income tax expense for various state jurisdictions.

 Discontinued operations and the OMIDRIA contract royalty asset 

 Net income from OMIDRIA discontinued operations, net of tax is shown below:

 Three Months Ended 

 Six Months Ended 

 June 30, 

 June 30, 

 2026 

 2025 

 2026 

 2025 

 (In thousands) 

 Interest earned on OMIDRIA contract royalty asset

 $ 
 3,063 
 
 $ 
 3,886 
 
 $ 
 6,195 
 
 $ 
 7,839 
 
 Remeasurement adjustments

 3,571 
 
 (3,149 
 ) 
 
 5,191 
 
 (2,981 
 ) 
 
 Other income (loss), net

 (82 
 ) 
 
 (83 
 ) 
 
 (32 
 ) 
 
 (98 
 ) 
 
 Ex-U.S. royalties

 6 
 
 6 
 
 12 
 
 6 
 
 Income before income tax

 6,558 
 
 660 
 
 11,366 
 
 4,766 
 
 Income tax benefit (expense)

 37 
 
 (195 
 ) 
 
 40 
 
 (195 
 ) 
 
 Net income from discontinued operations, net of tax

 $ 
 6,595 
 
 $ 
 465 
 
 $ 
 11,406 
 
 $ 
 4,571 
 
 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.

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

 OMIDRIA contract royalty asset at December 31, 2025

 $ 
 121,786 
 
 Royalties earned

 (16,694 
 ) 
 
 Interest earned on OMIDRIA contract royalty asset

 6,195 
 
 Remeasurement adjustments

 5,191 
 
 OMIDRIA contract royalty asset at June 30, 2026

 $ 
 116,478 
 
 Financial Condition – Liquidity and Capital Resources 

 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.

 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. 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 

 Six Months Ended 

 June 30, 

 2026 

 2025 

 (In thousands) 

 Selected cash flow data 

 Cash provided by (used in):

 Operating activities

 $ 
 (10,357 
 ) 
 
 $ 
 (57,779 
 ) 
 
 Investing activities

 $ 
 32,134 
 
 $ 
 59,838 
 
 Financing activities

 $ 
 (29,449 
 ) 
 
 $ 
 (3,555 
 ) 
 
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 Operating Activities . 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 . Cash flows provided by investing activities primarily reflects cash used to purchase short-term investments and proceeds from the sale of those investments. This frequently causes a shift between our cash, cash equivalents, and short-term investment balances. 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 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 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 

 Our future minimum contractual commitments and obligations were reported in our Annual Report on Form 10-K for the year ended December 31, 2025. Other than the following, our future minimum contractual obligations and commitments have not changed materially from the amounts previously reported. See “Note 10 — Commitments and Contingencies” in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

 Operating Leases 

 Our lease for our office and laboratory space ends in November 2027. We have two options to extend the lease term, each by five years. In addition, we carry various finance lease obligations for laboratory and office equipment. 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 

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

 OMIDRIA Royalty Obligation 

 ​

 See “Note 8 — OMIDRIA Royalty Obligation” in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

 Goods and Services Contracts, Development Milestones and Product Royalties 

 ​

 See “Note 10 — Commitment and Contingencies” in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

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 Critical Accounting Policies and Significant Judgments and Estimates 

 The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience, current conditions and other factors we believe to be reasonable under the circumstances; however, actual results could differ materially from those estimates. We consider an accounting policy to be critical if it requires significant judgment and has a material impact on our financial condition and results of operations.

 Revenue Recognition 

 We recognize revenue from product sales when title of the product is transferred to our customers, which generally occurs upon delivery to wholesalers. At that point, our performance obligations are satisfied. Activities performed by wholesalers after delivery are not considered separate performance obligations.

 We generally record revenue from product sales when the product is delivered to our wholesalers and title for the product is transferred, upon which we have satisfied our performance obligations. Fulfillment activities by the wholesalers are not considered to be a separate performance obligation. Product revenue is recorded net of variable consideration, including wholesaler distribution fees, chargebacks, returns and discounts. We estimate variable consideration using the expected value approach. This estimate is based on several factors, including: historical return rates, expiration date by product, estimated levels of inventory in the wholesale channel. Since there is often a timing lag between the product sale and the settlement of accruals relating to these programs, our net product revenue may incorporate revisions of accruals for several periods. We include such estimates in the transaction price only to the extent that it is probable that a significant reversal of revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

 Chargebacks represent discounts provided to eligible covered entities under government programs, including the 340B Drug Pricing Program and the Medicaid Drug Rebate Program. In addition, we are subject to pricing obligations under our Federal Supply Schedule agreement with the U.S. government (the “FSS Agreement”), which establishes maximum prices for sales to certain federal agencies and may give rise to additional discounts and rebates. Chargebacks are recorded as a reduction of gross product revenue at the time of sale. Reserves for chargebacks are generally recorded as reductions of accounts receivable, while reserves for Medicaid rebates and patient co-pay assistance, if applicable, are recorded as accrued liabilities.

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

 For further details of our other Critical Accounting Policies, see “Note 2 — Significant Accounting Policies” in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 31, 2026.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.
OMEROS CORP 10-Q

Item 1. Financial Statements
