DEF 14A of DiaMedica Therapeutics Inc., Apr 1, 2026

DEF 14A of DiaMedica Therapeutics Inc.

Filed Apr 1, 2026 · FY20250001437749-26-010879

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The following persons were nominated by the Board of Directors, upon recommendation of its Nominating and Corporate Governance Committee, for election by shareholders at the 2026 Annual General Meeting, each for a one-year term. Each is a current member of our Board of Directors.

  2. DIRECTOR NOMINEES

    | Director | Age | Serving Since | Audit Committee | Compensation Committee | Nominating & Corporate Governance Committee | Scientific & Clinical Research Committee | Independent Director | | Michael Giuffre, M.D. | 70 | 2010 | | | Chair | Member | ✔ | | Richard Kuntz, M.D., M.Sc. | 68 | 2023 | | Member | | Chair | ✔ | | Tanya Lewis | 55 | 2023 | | Member | Member | Member | ✔ | | Daniel O’Connor | 61 | 2025 | Member | Chair | Member | | ✔ | | James Parsons | 60 | 2015 | Chair | | | | ✔ | | Rick Pauls | 54 | 2005 | | | | | | | Charles Semba, M.D. | 66 | 2021 | Member | Member | | Member | ✔ |

  3. DIRECTOR NOMINEES

    The Board of Directors recommends a vote “FOR” each of these seven nominees.

  4. SKILLS AND EXPERIENCES OF DIRECTOR NOMINEES

    SKILLS AND EXPERIENCES OF DIRECTOR NOMINEES The matrix below summarizes what the Board of Directors believes are desirable types of skills and experiences possessed by DiaMedica’s director nominees because of their particular relevance to our Company’s business and strategy. While all of these were considered by the Board of Directors in connection with this year’s director nomination process, the following matrix does not encompass all skills and experiences of our director nominees.

  5. SKILLS AND EXPERIENCES OF DIRECTOR NOMINEES

    | Skills/Experiences | Pauls | Parsons | Giuffre | Kuntz | Lewis | O’Connor | Semba | | Public Company CEO | ✔ | | | | | ✔ | | | Public Company Sr. Executive | ✔ | ✔ | | ✔ | ✔ | ✔ | ✔ | | Licensing, Bus. Dev., Mergers & Acquisitions | ✔ | ✔ | ✔ | ✔ | | ✔ | | | Strategic Planning | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Clinical and Clinical Development | ✔ | | ✔ | ✔ | ✔ | ✔ | ✔ | | Commercialization and Product Planning | | ✔ | ✔ | ✔ | ✔ | ✔ | | | Medical/Scientific/Research & Development | | | ✔ | ✔ | ✔ | | ✔ | | Pharmaceutical Industry | ✔ | ✔ | | | ✔ | ✔ | ✔ | | Regulatory and Quality | ✔ | | ✔ | ✔ | ✔ | ✔ | | | Reimbursement/Payer/Health Outcomes | | | | ✔ | | ✔ | | | CFO/Financial Expertise and Accounting | | ✔ | | | | ✔ | | | Capital Markets/Raising Additional Financing | ✔ | ✔ | | | | ✔ | | | Public Company Governance | ✔ | ✔ | ✔ | ✔ | | ✔ | | | Investor Relations | ✔ | ✔ | | | | ✔ | ✔ | | Legal and Compliance/Ethics | | | | | | ✔ | | | Manufacturing/Operations | ✔ | | | | ✔ | ✔ | | | International Experience | ✔ | ✔ | ✔ | | | ✔ | ✔ |

  6. EXECUTIVE COMPENSATION BEST PRACTICES

    | What We Do: | What We Don’t Do: | | ✔ Emphasize pay for performance | ✘ No guaranteed salary increases or bonuses | | ✔ Significant portion of executive compensation is at risk | ✘ No repricing of stock options without shareholder approval | | ✔ Maintain competitive pay packages | ✘ No liberal share counting under our equity plan | | ✔ Pay significant portion of exec. compensation in equity | ✘ Hedging/pledging of DiaMedica securities prohibited | | ✔ Maintain a clawback policy | ✘ No perquisites |

  7. HOW WE PAY

    | ● | Short-term incentive – a variable, short-term element that is payable in cash and is based on annual corporate performance objectives and individual performance objectives. |

  8. HOW WE PAY

    | ● | Long-term incentive – a variable, long-term element that is provided in stock options. |

  9. 2025 EXECUTIVE COMPENSATION ACTIONS

    | Element | Key 2025 Actions | | Base Salaries | CEO and CFO each received a base salary increase of 10%. Julie Krop, M.D. joined DiaMedica as CMO on August 11, 2025 with an initial annual base salary of $525,000. | | Short-Term Incentives | CEO’s target short-term incentive opportunity was 50% of base salary. CMO’s and CFO’s target short-term incentive opportunities were each 40% of base salary, respectively. CEO and CFO target percentages of base salary were unchanged from the prior year. | | Long-Term Incentives | Our CEO and CFO each received a stock option award in June 2025, with 25% vesting on the one-year anniversary of the grant date and the remaining 75% vesting in 12 equal quarterly installments thereafter. Dr. Krop received a stock option award on August 11, 2025 under our 2021 Employment Inducement Incentive Plan (the “Inducement Plan”), with 25% vesting on the one-year anniversary of the grant date and the remaining 75% vesting in 12 equal quarterly installments thereafter. | | Other Compensation | No changes were made to other components of our executive compensation program. |

  10. How Does the Board of Directors Recommend that You Vote

    | ● | FOR Proposal Four—Approval of the Amendment and Restatement of the DiaMedica Therapeutics Inc. Amended and Restated 2019 Omnibus Incentive Plan. |

  11. PROPOSAL ONE—ELECTION OF DIRECTORS

    PROPOSAL ONE—ELECTION OF DIRECTORS

  12. Board Size and Structure

    Board Size and Structure Our Articles provide that the Board of Directors will consist of at least three members. The size of the Board of Directors is currently fixed at seven and the Board of Directors currently consists of seven directors. Each director is elected annually by the shareholders and serves for a term that will end at the next annual general meeting of shareholders.

  13. Information about Board, Nominees

    Information about Board, Nominees The Board of Directors has nominated the following seven individuals to serve as our directors until the next annual general meeting of shareholders or until their respective successors are elected and qualified. All of the nominees for director named below are current members of the Board of Directors.

  14. Information about Board, Nominees

    | Director | Age | Serving Since | Audit Committee | Compensation Committee | Nominating & Corporate Governance Committee | Scientific & Clinical Research Committee | Independent Director | | Michael Giuffre, M.D. | 70 | 2010 | | | Chair | Member | ✔ | | Richard Kuntz, M.D., M.Sc. | 68 | 2023 | | Member | | Chair | ✔ | | Tanya Lewis | 55 | 2023 | | Member | Member | Member | ✔ | | Daniel O’Connor | 61 | 2025 | Member | Chair | Member | | ✔ | | James Parsons | 60 | 2015 | Chair | | | | ✔ | | Rick Pauls | 54 | 2005 | | | | | | | Charles Semba, M.D. | 66 | 2021 | Member | Member | | Member | ✔ |

  15. Additional Information about Board Nominees

    Additional Information about Board Nominees The following paragraphs provide information about each current director and nominee for director, including all positions held, principal occupation and business experience for the past five years, and the names of other publicly-held companies of which the director or nominee currently serves as a director or has served as a director during the past five years. We believe that all of our directors and nominees display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of the Board of Directors and its committees; a fit of skills and personality with those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our shareholders. The information presented below regarding each director and nominee also sets forth specific experience, qualifications, attributes and skills that led the Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure. James Parsons has served as Chair of the Board of Directors since January 1, 2025 and as a member of the Board of Directors since October 2015. Mr. Parsons served as our Vice President of Finance from October 2010 until May 2014. Mr. Parsons currently serves as Chief Financial Officer of Sernova Biotherapeutics Inc., a TSX listed biotechnology company, a position he has held since October 2024. Prior to Sernova, Mr. Parsons served as Chief Financial Officer and Corporate Secretary of Trillium Therapeutics Inc., a Nasdaq-listed immuno-oncology company, from August 2011 until its acquisition by Pfizer in November 2021, at which time he became employed by Pfizer Canada ULC until March 2022. Mr. Parsons serves as a member of the board of directors and audit committee of Oncolytics Biotech Inc., a Nasdaq/TSX listed company, and previously served on the board of directors and chair of both the audit committee and nominating and corporate governance committee of Sernova Biotherapeutics Inc. Mr. Parsons has been a Chief Financial Officer in the life sciences industry since 2000 with experience in financing, investor relations, governance, strategic planning and administration. Mr. Parsons has a Master of Accounting degree from the University of Waterloo and is a Chartered Professional Accountant and Chartered Accountant. Mr. Parsons is a resident of Ontario, Canada. We believe that Mr. Parsons’ financial experience, including his history and knowledge of our Company, enable him to make valuable contributions to the Board of Directors. Rick Pauls was appointed our President and Chief Executive Officer in January 2010. Mr. Pauls has served as a member of the Board of Directors since April 2005 and served as Chairman of the Board from April 2008 to July 2014. Prior to joining DiaMedica, Mr. Pauls was the Co-Founder and Managing Director of CentreStone Ventures Inc., a life sciences venture capital fund, from February 2002 until January 2010. Mr. Pauls was an analyst for Centara Corporation, another early-stage venture capital fund, from January 2000 until January 2002. From June 1997 until November 1999, Mr. Pauls worked for General Motors Acceptation Corporation specializing in asset-backed securitization and structured finance. Mr. Pauls previously served as an independent member of the board of directors of LED Medical Diagnostics, Inc. Mr. Pauls received his Bachelor of Arts in Economics from the University of Manitoba and his MBA in Finance from the University of North Dakota. Mr. Pauls is a resident of Minnesota, USA. We believe that Mr. Pauls’ experience in the biopharmaceutical industry as an executive and investor and his extensive knowledge of all aspects of our Company, business, industry, and day-to-day operations as a result of his role as our President and Chief Executive Officer enable him to make valuable contributions to the Board of Directors. In addition, as a result of his role as President and Chief Executive Officer, Mr. Pauls provides unique insight into our future strategies, opportunities and challenges, and serves as the unifying element between the leadership and strategic direction provided by the Board of Directors and the implementation of our business strategies by management. Michael Giuffre, M.D. has served as a member of the Board of Directors since August 2010. Since July 2009, Dr. Giuffre has served as a Clinical Professor of Cardiac Sciences and Pediatrics at the University of Calgary and has had an extensive portfolio of clinical practice, cardiovascular research and university teaching. Dr. Giuffre is actively involved in health care delivery, medical leadership and in the biotechnology business sector. From 2012 to October 2019, Dr. Giuffre served as Chief Scientific Officer and President of FoodChek Laboratory, a global developer and provider of proprietary rapid and accurate food safety tests for the detection of foodborne and environmental pathogens and other microorganisms, and also as a member of the board of directors of FoodChek Systems Inc. From November 2017 to October 2019, he served as FoodChek Systems Inc.’s Chairman of the Board. Dr. Giuffre previously served on the board of directors of the Canadian Medical Association (CMA), Unicef Canada, the Alberta Medical Association (AMA), Can-Cal Resources Ltd, Vacci-Test Corporation, IC2E International Inc., MedMira Inc. and Brightsquid Dental, Inc. Dr. Giuffre has received a Certified and Registered Appointment and a Distinguished Fellow appointment by the American Academy of Cardiology. In 2005, he was awarded Physician of the Year by the Calgary Medical Society and in 2017 was “Mentor of the Year” for the Royal College of Physicians and Surgeons of Canada. Dr. Giuffre was also a former President of the AMA and the Calgary and Area Physicians Association and also a past representative to the board of the Calgary Health Region. Dr. Giuffre holds a Bachelor of Science in cellular and microbial biology, a Ph.D. candidacy in molecular virology, an M.D. and an M.B.A. He is Canadian Royal College board certified FRCPS in specialties that include Pediatrics and Pediatric Cardiology and has a subspecialty in Pediatric Cardiac Electrophysiology. Dr. Giuffre is currently a member of the board of directors of Avenue Living (AL) Asset Management, a private real estate company in Alberta, Canada and its affiliates, AL Real Estate Opportunity Trust and AgriSelect Trust. Dr. Giuffre is currently vice chair of the Parks Foundation Calgary Board of Governors, board chair of BrightSquid Secure Communications Inc. and a consultant for the Palix Foundation, Calgary, Alberta Canada. Dr. Giuffre is a resident of Alberta, Canada. We believe that Dr. Giuffre’s medical experience, including as a practicing physician and professor, enable him to make valuable contributions to the Board of Directors.

  16. Additional Information about Board Nominees

    Richard Kuntz, M.D., M.Sc. has served as a member of our board of directors since May 2023. Dr. Kuntz retired from Medtronic plc (NYSE:MDT) in April 2022, a global medical device company, where he was the Chief Medical Officer & Scientific Officer and a member of the Executive Committee. Prior to that, he served as Senior Vice President and President, Neuromodulation of Medtronic from October 2005 to August 2009. Before joining Medtronic, he was the founder and Chief Scientific Officer of the Harvard Clinical Research Institute in Boston. He also served as an Associate Professor of Medicine at Harvard Medical School, Chief of the Division of Clinical Biometrics, and as an Interventional Cardiologist in the division of cardiovascular diseases at the Brigham and Women’s Hospital in Boston. In addition, he served as a founding Governor of the Patient Centered Outcomes Research Institute (PCORI), as part of the US Affordable Care Act. He also served as an advisor to multiple national and regional committees, in the National Academy of Medicine and National Institutes of Health (NIH). He is presently serving as a working group member of NIH’s Helping to End Addiction Long-term® (HEAL) program. Dr. Kuntz serves as a member of the board of directors of ZimVie Inc. and IDENTIV, INC., which are Nasdaq listed companies. Dr. Kuntz has directed numerous multicenter clinical trials and has authored more than 250 original publications. His major interests are traditional and alternative clinical trial design and biostatistics. Dr. Kuntz graduated from Miami University and received his medical degree from Case Western Reserve University School of Medicine. He completed his residency and chief residency in internal medicine at the University of Texas Southwestern Medical School, Parkland Hospital, Dallas, and then completed fellowships in cardiovascular diseases and interventional cardiology at the Beth Israel Hospital and Harvard Medical School, Boston. Dr. Kuntz received his Master of Science in biostatistics from the Harvard T.H. Chan School of Public Health. We believe that Dr. Kuntz’s experience in the pharmaceutical industry, particularly his demonstrated leadership skills relating to medical advancements in neurology and his deep expertise in stroke treatments, enable him to make valuable contributions to the Board of Directors. Tanya Lewis has served as a member of the Board of Directors since March 2023. Ms. Lewis served as the Chief Development Operations Officer at Replimune Group, Inc., a Nasdaq listed clinical-stage biotechnology company, from May 2021 to April 2024 and from November 2020 to May 2021, served as a director of Replimune Group, Inc. Ms. Lewis served as Executive Vice President, Chief Regulatory Officer and Quality Officer at Karyopharm Therapeutics Inc., a pharmaceutical company, from November 2019 to May 2021, and previously served as Senior Vice President, Regulatory and Quality Affairs from November 2018 to November 2019. Ms. Lewis is also a former director of Karyopharm Therapeutics Inc. Prior to joining Karyopharm Therapeutics Inc., Ms. Lewis served as Vice President, Regulatory and Quality Affairs for Syros Pharmaceuticals, Inc., a pharmaceutical company, from January 2017 to July 2018. Prior to joining Syros Pharmaceuticals, Ms. Lewis served as Vice President, Regulatory Affairs and Quality Assurance for Idera Pharmaceuticals, Inc., a pharmaceutical company, from October 2015 to December 2016. Before joining Idera Pharmaceuticals, Ms. Lewis served as Vice President, Regulatory Affairs for Tesaro, Inc., a pharmaceutical company, from October 2011 to June 2015 and prior to that served in various roles at Millennium Pharmaceuticals. Inc. Ms. Lewis serves as a member of the board of directors of Sernova Corp, a TSX listed biotech company. Ms. Lewis holds a Bachelor of Science degree in Biology from Northeastern University and a Master of Science degree in Regulatory Affairs and Health Policy from Massachusetts College of Pharmacy and Allied Health Science. We believe that Ms. Lewis’ experience in the pharmaceutical industry, particularly in drug development and commercial planning for specialty biopharmaceuticals, enable her to make valuable contributions to the Board of Directors. Daniel O’Connor was elected as a director of DiaMedica on February 20, 2025. Since December 1, 2025, Mr. O’Connor has served as the Chief Executive Officer of Jubilant Therapeutics. Mr. O’Connor previously served as President and Chief Executive Officer and a member of the board of directors of Ambrx Biopharma Inc. (Nasdaq: AMAM), a clinical-stage biotechnology company, from November 2022 through its acquisition by Johnson & Johnson in March 2024. From June 2021 to December 2022, Mr. O’Connor served as Chief Executive Officer and Chairman of the Board of Larkspur Health Acquisition Corp., a special purpose acquisition company which merged with and is now known as ZyVersa Therapeutics, Inc. (Nasdaq: ZVSA). Mr. O’Connor continued to serve on the board of directors of ZyVersa until May 2023. From September 2017 to June 2021, Mr. O’Connor served as President and Chief Executive Officer and a member of the board of directors of OncoSec Medical Incorporated, a cancer immunotherapy company. Prior to OncoSec, Mr. O’Connor served as President and Chief Executive Officer and a member of the board of directors of Advaxis, Inc., a cancer immunotherapy company, from January 2013 until July 2017. Prior to Advaxis, Mr. O’Connor held several positions in senior leadership, including Senior Vice President and General Counsel for Bracco Diagnostics Inc., a diagnostic imaging company; Assistant General Counsel, Chief Compliance Officer and Consultant for NPS Pharmaceuticals, Inc., a pharmaceutical company; Senior Vice President, General Counsel and Secretary for ImClone Systems Incorporated, a biopharmaceutical company; and General Counsel at PharmaNet (formerly inVentiv Health, now Syneos Health), a clinical research company. He previously served as a member of the board of directors of Seelos Therapeutics Inc. from January 2019 to May 2024 and as Vice Chairman and member of the board of trustees of BioNJ from March 2016 to November 2021. In October 2017, Mr. O’Connor was appointed to the New Jersey Biotechnology Task Force by its Governor. Prior to his career in biotechnology and drug development, Mr. O’Connor was a former criminal prosecutor in Somerset County, New Jersey. Mr. O’Connor holds a Juris Doctor degree from the Pennsylvania State University’s Dickinson School of Law and previously served as a Trusted Advisor to its Dean. He graduated from the United States Marines Corps Officer Candidate School and was commissioned as an officer in the U.S. Marines, attaining the rank of Captain. Mr. O’Connor volunteered to serve and was deployed to Saudi Arabia in advance of and during Operation Desert Shield. We believe that the breadth and depth of Mr. O’Connor’s experience in the biopharmaceutical industry and his recent experience as Chief Executive Officer of several biotech companies, as well as other positions in senior management, enable him to make valuable contributions to the Board of Directors.

  17. Additional Information about Board Nominees

    Charles Semba, M.D. has served as a member of the Board of Directors since July 2021. Dr. Semba has over 25 years of drug-development experience in public and venture-funded biotechnology companies. Since June 2020, Dr. Semba has served as the Chief Medical Officer of Eluminex Biosciences, a biotechnology company focused on ophthalmics and dermal/facial aesthetics; the retinal ophthalmics pipeline was recently acquired by Roche/Genentech in September 2025. From June 2016 to March 2020, Dr. Semba served as the Chief Medical Officer of Graybug Vision, Inc., a clinical-stage biopharmaceutical company focused on developing transformative medicines for the treatment of chronic diseases of the retina and optic nerve, and from June 2014 to June 2016, Dr. Semba served as the Chief Medical Officer of ForSight VISION5 (acquired by Allergan), a company focused on developing non-invasive products that replace eye drops and provide sustained therapy for major eye diseases, including glaucoma, dry eye, and allergy. Prior to his work at ForSight VISION5, Dr. Semba held senior positions at biopharmaceutical companies including Genentech (a Roche company) and Shire (acquired by Takeda). Additionally, since 1992, Dr. Semba has served as an adjunct professor of vascular and interventional radiology at the Stanford University School of Medicine. Dr. Semba holds a Bachelor of Arts in Chemistry from Carleton College and an M.D. from the University of Minnesota Medical School and is a recognized expert in endovascular therapy, thrombolysis, mechanical thrombectomy, and endovascular surgery. Dr. Semba is currently a resident of California, USA. We believe that Dr. Semba’s experience in the biotechnology and biopharmaceutical industries, particularly in drug development and clinical-stage companies, enable him to make valuable contributions to the Board of Directors.

  18. Why You Should Vote in Favor of our Say-on-Pay Vote

    | What We Do: | What We Do not Do: | | ✔ Emphasize pay for performance | ✘ No guaranteed salary increases or bonuses | | ✔ Significant portion of executive compensation is at risk | ✘ No repricing of stock options without shareholder approval | | ✔ Maintain competitive pay packages | ✘ No liberal share counting under our equity plan | | ✔ Pay significant portion of exec. compensation in equity | ✘ Hedging/pledging of DiaMedica securities prohibited | | ✔ Maintain a clawback policy | ✘ No perquisites |

  19. PROPOSAL FOUR—AMENDMENT AND RESTATEMENT OF THE AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN

    PROPOSAL FOUR—AMENDMENT AND RESTATEMENT OF THE AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN

  20. Reasons Why You Should Vote in Favor of the Plan Amendment

    | ● | Aligns director, employee and shareholder interests. We currently provide long-term incentives in the form of stock options to eligible employees, our non-employee directors, and consultants. Additionally, we provide our non-employee directors the opportunity to elect to receive deferred stock units (DSUs) or restricted stock units (RSUs) in lieu of up to 100% of their annual cash retainers. We believe our share-based compensation programs and our short-term incentives payable in cash help align the interests of our non-employee directors and employees with those of our shareholders. |

  21. Summary of Sound Governance Features of the Amended 2019 Plan

    | ✔ No automatic share replenishment or “evergreen” provision ✔ Will not be excessively dilutive to our shareholders ✔ Cash-denominated limit on non-employee director compensation, including awards granted under the Amended 2019 Plan ✔ No reload stock options or SARs ✔ No liberal share counting or “recycling” of shares from exercised stock options, SARs, or other stock-based awards ✔ No liberal definition of change in control | ✔ No re-pricing of “underwater” stock options or stock appreciation rights (“SARs”) without shareholder approval ✔ No discounted stock options or SARs ✔ No tax gross-ups ✔ Clawback provision ✔ No dividends or dividend equivalents on stock options, SARs or performance awards; dividends and dividend equivalents on other types of awards are subject to the same restrictions as the underlying awards |

  22. Background for Shares Authorized for Issuance

    | ● | Historical and anticipated equity award granting practices, including our three-year average share usage (commonly referred to as “burn rate”); and |

  23. Shares Available and Outstanding Equity Awards

    Shares Available and Outstanding Equity Awards While the use of long-term incentives in the form of equity awards is an important part of our compensation program, we are mindful of our responsibility to our shareholders to exercise judgment in the granting of equity awards. In setting the number of shares available for issuance under the Amended 2019 Plan, the Board and Compensation Committee considered shares remaining available under the current plan, total outstanding equity awards, and how long the remaining shares available under the current plan are expected to last. To facilitate approval of the Plan Amendment, set forth below under “-Potential Dilution” is information about our common shares that may be issued under our equity compensation plans as of March 23, 2026.

  24. Historical Equity Award Granting Practices

    Historical Equity Award Granting Practices In setting the number of common shares authorized for issuance under the Amended 2019 Plan, the Board and Compensation Committee also considered the historical number of equity awards granted under the current plan and other equity compensation plans in the past three full fiscal years. The following table sets forth information regarding awards granted, including DSUs and RSUs received by non-employee directors in lieu of cash director fees, and the annual burn rate for each of the last three fiscal years.

  25. Historical Equity Award Granting Practices

    | | 2025 | 2024 | 2023 | | Stock options granted | 3,443,416 | 1,808,425 | 1,132,515 | | DSUs granted | 37,171 | 70,981 | 107,841 | | RSUs granted | 35,215 | 23,660 | 17,156 | | Weighted average common shares outstanding | 46,980,777 | 40,404,681 | 32,566,723 | | Burn rate | 7.5% | 4.7% | 3.9% |

  26. Historical Equity Award Granting Practices

    The Board and Compensation Committee also considered our three-year average burn rate (2023 to 2025) of approximately 5.3%. Based on historical and anticipated granting practices and the recent trading price of our common shares, we expect the additional shares available for issuance under the Plan Amendment to cover awards for approximately three years. However, we cannot predict our future equity grant practices, the future price of our shares, or future hiring activity with any degree of certainty at this time, and the share increase provided by the Plan Amendment could last for a shorter or longer period of time.

  27. Potential Dilution

    | | Before Approval of Plan Amendment | After Approval of Plan Amendment | | Outstanding Equity Awards | | | | Shares Underlying Options | 6,568,221 | 6,568,221 | | Weighted Average Exercise Price | $4.20 | $4.20 | | Weighted Average Remaining Term | 7.1 years | 7.1 years | | Shares Underlying DSUs | 190,785 | 190,785 | | Shares Underlying RSUs | 3,355 | 3,355 | | Total Shares Subject to Outstanding Equity Awards | 6,762,361 | 6,762,361 | | Common Shares Outstanding | 53,805,628 | 53,805,628 | | Dilution(a) | 12.6% | 12.6% | | Shares Available for Future Grants Under:(b) | | | | 2019 Omnibus Incentive Plan | 1,212,416 | 4,712,416 | | 2021 Employment Inducement Incentive Plan | 603,125 | 603,125 | | Total Shares Available for Future Grants | 1,815,541 | 5,315,541 | | Overhang(c) | 15.9% | 22.4% |

  28. Potential Dilution

    | (a) Dilution is the number of shares subject to equity awards outstanding as of March 23, 2026, divided by the number of common shares outstanding as of March 23, 2026. |

  29. Potential Dilution

    | (b) No further shares may be granted from the Deferred Share Unit Plan (“DSU Plan”) or the Amended and Restated Stock Option Plan (“Prior Plan”). |

  30. Potential Dilution

    | (c) Overhang consists of the number of shares subject to equity awards outstanding as of March 23, 2026 and the number of shares available for future grant under our equity plans divided by the number of common shares outstanding as of March 23, 2026. |

  31. Summary of Amended 2019 Plan Features

    | | Shares that are issued under the Amended 2019 Plan or that are subject to outstanding awards will be applied to reduce the maximum number of shares remaining available for issuance under the Amended 2019 Plan only to the extent they are used; provided, however, that the full number of shares subject to a stock-settled SAR or other stock-based award will be counted against the shares authorized for issuance under the Amended 2019 Plan, regardless of the number of shares actually issued upon settlement of such SAR or other stock-based award. Any shares withheld to satisfy tax withholding obligations on awards issued under the Amended 2019 Plan, any shares withheld to pay the exercise price or grant price of awards under the Amended 2019 Plan, and any shares not issued or delivered as a result of the “net exercise” of an outstanding option or settlement of a SAR in shares will be counted against the shares authorized for issuance under the Amended 2019 Plan and will not be available again for grant under the Amended 2019 Plan. Shares subject to awards settled in cash will again be available for issuance pursuant to awards granted under the Amended 2019 Plan. Any shares related to awards granted under the Amended 2019 Plan that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of the shares will be available again for grant under the Amended 2019 Plan. Any shares repurchased by DiaMedica on the open market using the proceeds from the exercise of an award will not increase the number of shares available for future grant of awards. To the extent permitted by applicable law, shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by DiaMedica or a subsidiary or otherwise will not be counted against shares available for issuance pursuant to the Amended 2019 Plan. The shares available for issuance under the Amended 2019 Plan may be authorized and unissued shares or treasury shares. | | Adjustments | In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture, or extraordinary dividend (including a spin off) or other similar change in the corporate structure or our common shares, the Compensation Committee will make the appropriate adjustment or substitution in order to prevent dilution or enlargement of the rights of participants. These adjustments or substitutions may be to the number and kind of securities and property that may be available for issuance under the Amended 2019 Plan and the number, kind, and exercise price of securities or other property subject to outstanding awards. | | Eligible Participants | Awards may be granted to employees, non-employee directors and consultants of DiaMedica or any of our subsidiaries. As of March 23, 2026, 35 employees, 6 non-employee directors and an indeterminable number of consultants were eligible to participate in the 2019 Plan. | | Types of Awards | The Amended 2019 Plan will permit us to grant non-statutory and incentive stock options, SARs, restricted stock awards, RSUs, DSUs, performance awards, non-employee director awards, and other stock-based awards. Awards may be granted either alone or in addition to or in tandem with any other type of award. | | Stock Options | Stock options entitle the holder to purchase a specified number of our common shares at a specified price, which is called the exercise price, subject to the terms and conditions of the stock option grant. The Amended 2019 Plan permits the grant of both non-statutory and incentive stock options. Incentive stock options may be granted solely to eligible employees of DiaMedica or its subsidiaries. Each stock option granted under the Amended 2019 Plan must be evidenced by an award agreement that specifies the exercise price, the term, the number of shares underlying the stock option, the vesting and any other conditions. The exercise price of each stock option granted under the Amended 2019 Plan must be at least 100% of the fair market value of a share of our common shares as of the date the award is granted to a participant, unless the participant owns 10% or more of our outstanding shares in which case the exercise price, for an incentive stock option, must be at least 110% of the fair market value. Fair market value under the Amended 2019 Plan means the closing price of our common shares, as reported on the Nasdaq Stock Market, as of the end of a regular trading session on such date, or, if no shares were traded on such date, as of the next preceding date on which there was such a trade. The closing price of our common shares, as reported on the Nasdaq Stock Market, on March 23, 2026 was $7.29 per share. The Compensation Committee will fix the terms and conditions of each stock option, subject to certain restrictions, such as a ten-year maximum term. |

  32. Summary of Amended 2019 Plan Features

    | Stock Appreciation Rights | A SAR is a right granted to receive payment of cash, common shares, or a combination of both, equal to the difference between the fair market value of our common shares and the grant price of such shares. Each SAR granted must be evidenced by an award agreement that specifies the grant price, the term, and such other provisions as the Compensation Committee may determine. The grant price of a SAR must be at least 100% of the fair market value of our common shares on the date of grant. The Compensation Committee will fix the term of each SAR, but SARs granted under the Amended 2019 Plan will not be exercisable more than 10 years after the date the SAR is granted. | | Restricted Stock Awards, Restricted Stock Units, and Deferred Stock Units | Restricted stock awards, RSUs, and/or DSUs may be granted under the Amended 2019 Plan. A restricted stock award is an award of common shares that is subject to restrictions on transfer and risk of forfeiture upon certain events, typically including termination of service. RSUs or DSUs are similar to restricted stock awards except that no shares are actually transferred to the participant on the grant date. RSUs are contractual rights to receive common shares or cash in an amount equal to the value of a specified number of common shares in the future after the satisfaction of specified vesting conditions, and is the economic equivalent of an award of restricted stock. DSUs permit the holder to receive shares of common shares or the equivalent value in cash at a future time as determined by the Compensation Committee. The Compensation Committee will determine, and set forth in an award agreement, the period of restriction, the number of shares subject to a restricted stock award or the number of RSUs or DSUs granted, the time of payment for DSUs, and other such conditions or restrictions. | | Performance Awards | Performance awards, in the form of rights to cash or common shares or other awards (or in a combination thereof) may be granted under the Amended 2019 Plan in such amounts and upon such terms as the Compensation Committee may determine. The Compensation Committee shall determine, and set forth in an award agreement, the amount of cash and/or number of shares or other awards, the performance goals, the performance periods, and other terms and conditions. The extent to which the participant achieves his or her performance goals during the applicable performance period will determine the amount of cash and/or number of shares or other awards earned by the participant. | | Limit on Non- Employee Director Compensation | The aggregate grant date fair value (determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee director as compensation for services as a non-employee director during any fiscal year may not exceed $400,000 (increased to $600,000 with respect to any non-employee director serving as Chairman of the Board or lead independent director or in the fiscal year of a non-employee director’s initial service as a non-employee director). Any compensation that is deferred counts towards this limit for the year in which the compensation is first earned, and not a later year of settlement. | | Other Stock-Based Awards | Consistent with the terms of the plan, other stock-based awards may be granted to participants in such amounts and upon such terms as the Compensation Committee may determine. | | Dividend Equivalents | With the exception of stock options, SARs, and performance awards, awards under the Amended 2019 Plan may, in the discretion of the Compensation Committee, earn dividends or dividend equivalents with respect to the cash or stock dividends or other distributions that would have been paid on the common shares covered by such award had such shares been issued and outstanding on the dividend payment date. However, no dividends may be paid on unvested awards. Such dividend equivalents will be converted to cash or additional common shares by such formula and at such time and subject to such limitations as determined by the Compensation Committee. |

  33. Summary of Amended 2019 Plan Features

    | Termination of Employment or Other Service | The Amended 2019 Plan provides for certain default rules in the event of a termination of a participant’s employment or other service. These default rules may be modified in an award agreement or an individual agreement between DiaMedica and a participant. If a participant’s employment or other service with DiaMedica is terminated for cause, then all outstanding awards held by such participant will be immediately terminated and forfeited. In the event a participant’s employment or other service with DiaMedica is terminated by reason of death, disability, or retirement, then: ● All outstanding stock options (excluding non-employee director options in the case of retirement) and SARs held by the participant will, to the extent exercisable, remain exercisable for a period of one year after such termination, but not later than the date the stock options or SARs would otherwise expire; ● All outstanding unvested awards will be terminated and forfeited; however, with respect to any awards that vest based on the achievement of performance goals, if a participant’s employment or other service with DiaMedica or any subsidiary is terminated prior to the end of the performance period of such award, but after the conclusion of a portion of the performance period (but in no event less than one year), the Compensation Committee may, in its sole discretion, cause shares to be delivered or payment made with respect to the participant’s award, but only if otherwise earned for the entire performance period and only with respect to the portion of the applicable performance period completed at the date of such event, with proration based on the number of months or years that the participant was employed or performed services during the performance period. In the event a participant’s employment or other service with DiaMedica is terminated by reason other than for cause, death, disability, or retirement, then: ● All outstanding stock options (including non-employee director options) and SARs held by the participant that then are exercisable will remain exercisable for three months after the date of such termination, but will not be exercisable later than the date the stock options or SARs would otherwise expire; ● All outstanding restricted stock will be terminated and forfeited; and ● All outstanding unvested RSUs, performance awards and other stock-based awards will be terminated and forfeited. However, with respect to any awards that vest based on the achievement of performance goals, if a participant’s employment or other service with DiaMedica or any subsidiary is terminated prior to the end of the performance period of such award, but after the conclusion of a portion of the performance period (but in no event less than one year), the Compensation Committee may, in its sole discretion, cause shares to be delivered or payment made with respect to the participant’s award, but only if otherwise earned for the entire performance period and only with respect to the portion of the applicable performance period completed at the date of such event, with proration based on the number of months or years that the participant was employed or performed services during the performance period. | | Modification of Rights upon Termination | Upon a participant’s termination of employment or other service with DiaMedica or any subsidiary, the Compensation Committee may, in its sole discretion (which may be exercised at any time on or after the grant date, including following such termination) cause stock options or SARs (or any part thereof) held by such participant as of the effective date of such termination to terminate, become or continue to become exercisable or remain exercisable following such termination of employment or service, and restricted stock, RSUs, performance awards, non-employee director awards, and other stock-based awards held by such participant as of the effective date of such termination to terminate, vest, or become free of restrictions and conditions to payment, as the case may be, following such termination of employment or service, in each case in the manner determined by the Compensation Committee; provided, however, that no stock option or SAR may remain exercisable beyond its expiration date, and any such action by the Compensation Committee adversely affecting any outstanding award will not be effective without the consent of the affected participant, except to the extent the Compensation Committee is authorized by the Amended 2019 Plan to take such action. |

  34. Board Leadership Structure

    Board Leadership Structure Under our Corporate Governance Guidelines, the Board of Directors may select from its members a Chairman of the Board. The office of Chairman of the Board and the office of President and Chief Executive Officer may be held by one person. The Board of Directors believes it is best not to have a fixed policy on this issue and that it should be free to make this determination based on what it believes is best in light of current circumstances. The Board of Directors, acting as a group or through the Nominating and Corporate Governance Committee, will periodically review the leadership structure of the Board of Directors to assess whether it is appropriate given the specific characteristics and circumstances of DiaMedica. However, the Board of Directors does strongly endorse the concept of independent directors being in a position of leadership. If at any time, the Chief Executive Officer and Chairman of the Board are the same, the Board of Directors shall elect an independent director to serve as the lead director. The lead director will have the following duties and responsibilities in addition to such other duties and responsibilities as may be determined by the Board of Directors from time to time.

  35. Board Leadership Structure

    | ● | chairing the executive sessions of the independent directors and calling meetings of the independent directors; |

  36. Board Leadership Structure

    | ● | determining the agenda for the executive sessions of the independent directors and participating with the Chairman of the Board in establishing the agenda for Board meetings; |

  37. Board Leadership Structure

    | ● | coordinating feedback among the independent directors and the Chief Executive Officer; |

  38. Board Leadership Structure

    | ● | overseeing the development of appropriate responses to communications from shareholders and other interested persons addressed to the independent directors as a group; |

  39. Board Leadership Structure

    | ● | on behalf of the independent directors, retaining legal counsel or other advisors as they deem appropriate in the conduct of their duties and responsibilities; and |

  40. Board Leadership Structure

    | ● | performing such other duties as the Board of Directors deems appropriate from time to time. |

  41. Board Leadership Structure

    Mr. Parsons currently serves as Chairman of the Board and Rick Pauls currently serves as President and Chief Executive Officer. We currently believe this leadership structure of an independent Chairman of the Board is in the best interests of DiaMedica and our shareholders and strikes the appropriate balance between the President and Chief Executive Officer’s responsibility for the strategic direction, day-to-day leadership and performance of our Company and the Chairman of our Board’s responsibility to guide overall strategic direction of our Company and provide oversight of our corporate governance and guidance to our President and Chief Executive Officer and to set the agenda for and preside over Board meetings. We recognize that different leadership structures may be appropriate for companies in different situations and believe that no one structure is suitable for all companies. We believe that our Company is well served by this leadership structure. We anticipate that the Board of Directors will periodically review our leadership structure and may make such changes in the future as it deems appropriate.

  42. Compensation Committee

    | ● | recommending and leading a process for the determination of non-employee director compensation. |

  43. Processes and Procedures for Consideration and Determination of Director Compensation

    Processes and Procedures for Consideration and Determination of Director Compensation As mentioned above, the Board of Directors has delegated to the Compensation Committee the responsibility, among other things, to review and make recommendations to the Board of Directors concerning compensation for non-employee members of the Board of Directors, including but not limited to retainers, meeting fees, committee chair and member retainers and equity compensation. Decisions regarding director compensation made by the Compensation Committee are not considered final and are subject to final review and approval by the entire Board of Directors. In making recommendations to the Board of Directors regarding compensation to be paid to our non-employee directors, the Compensation Committee considers fees and other compensation paid to directors of benchmark companies as gathered by its compensation consultant, Alpine Rewards; the number of Board and committee meetings that our directors are expected to attend; the duties and responsibilities of individual Board members; and other factors that may be relevant. In making final decisions regarding non-employee director compensation, the Board of Directors considers the same factors and the recommendation of the Compensation Committee.

  44. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our non-employee directors currently consist of Michael Giuffre, M.D., Richard Kuntz, M.D., M.Sc., Tanya Lewis, Daniel O’Connor, James Parsons and Charles Semba, M.D. We use a combination of cash and long-term equity-based incentive compensation in the form of annual stock option grants to attract and retain qualified candidates to serve on the Board of Directors. In addition, non-employee directors may receive either deferred stock units or restricted stock units in lieu of cash retainers.

  45. Annual Stock Options

    Annual Stock Options Under the Non-Employee Director Compensation Program, each non-employee director each year is granted a stock option to purchase a number of common shares equal to 0.075% of our outstanding shares and the Chairman of the Board is granted an additional stock option to purchase a number of common shares equal to 0.02% of our outstanding shares, in each case rounding down to the nearest whole share. These annual stock options are granted effective as of June 1st each year. All of these stock options have a term of 10 years, a per share exercise price equal to 100% of the fair market value of a common share on the date of grant, and vest and become exercisable in four equal quarterly installments over one year, and in each case so long as the non-employee director is a director of DiaMedica as of such date. Accordingly, on June 1, 2025, each of our then non-employee directors received an option to purchase 32,162 common shares at an exercise price equal to $4.11 per share and Mr. Parsons as our then Chairman of the Board received an additional 8,577 common shares at an exercise price equal to $4.11 per share. These options expire on May 31, 2035. Our Non-Employee Director Compensation Program also provides that each new non-employee director will be granted a stock option to purchase a number of common shares equal to 0.15% of our outstanding shares, rounding down to the nearest whole share, effective as of the new director’s first day as a director. This initial equity award is in lieu of an annual equity award for the first year of service. This initial stock option has a term of 10 years, a per share exercise price equal to 100% of the fair market value of a common share on the date of grant and vests and becomes exercisable in 12 equal quarterly installments over three years, and in each case so long as the non-employee director is a director of DiaMedica as of such date.

  46. Deferred Stock Units or Restricted Stock Units in Lieu of Annual Cash Retainers

    Deferred Stock Units or Restricted Stock Units in Lieu of Annual Cash Retainers We provide our non-employee directors the opportunity to elect to receive DSUs or RSUs in lieu of up to 100% of their annual cash retainers payable for services to be rendered as a non-employee director, chairman and chair or member of any board committee. Effective as of the first trading day of each year, each non-employee director who elected to receive DSUs or RSUs in lieu of all or a portion of such director’s annual cash retainers is be granted a DSU or RSU award under the 2019 Plan or any other shareholder-approved plan covering that number of shares as determined based on the following formula (rounding down to the nearest whole share):

  47. Deferred Stock Units or Restricted Stock Units in Lieu of Annual Cash Retainers

    | ● | the aggregate dollar amount of the elected portion of the annual cash retainers that otherwise would have been payable to the non-employee director, divided by |

  48. Deferred Stock Units or Restricted Stock Units in Lieu of Annual Cash Retainers

    | ● | the 10-trading day average closing sale price of our common shares, as reported by The Nasdaq Capital Market, and as determined on the third trading day prior to the anticipated grant date of the award. |

  49. Deferred Stock Units or Restricted Stock Units in Lieu of Annual Cash Retainers

    Such DSU and RSU awards vest in four equal quarterly installments, on March 31, June 30, September 30 and December 31, (or prorated from the first date as a director in the case of new directors) in each case so long as the non-employee director is a director of DiaMedica as of such date. DSU awards are settled following a separation from service by such director and RSU awards are settled immediately upon vesting or, if earlier, the death of the director. If a non-employee director who elected to receive a DSU or RSU award in lieu of all or a portion of such director’s annual cash retainers is no longer a director of DiaMedica before such director’s interest in all of the shares underlying the DSU or RSU award have vested, the director will forfeit his or her rights to receive all of such unvested shares on the day his or her status as a director of DiaMedica terminates. However, shares underlying the DSU or RSU award corresponding to the elected cash retainers for such quarter in which the director’s status changed will vest ratably for such quarter based on the number of days of service as a director of DiaMedica during such quarter.

  50. Director Compensation Table

    Director Compensation Table The table below provides summary information concerning the compensation of each individual who served as a director of DiaMedica during the fiscal year ended December 31, 2025, other than Rick Pauls, our President and Chief Executive Officer, who was not compensated separately for serving on the Board of Directors during fiscal 2025. His compensation for serving as an executive officer is set forth under “Executive Compensation—Summary Compensation Table.”

  51. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(a) | Option Awards(b)(c) | Stock Awards(d)(e) | All Other Compensation(f) | Total | | Michael Giuffre, M.D. | $58,000 | $88,574 | $1,844 | $— | $148,418 | | Richard Kuntz, M.D. | 53,000 | 88,574 | 1,687 | — | 143,261 | | Tanya Lewis | 53,000 | 88,574 | — | — | 141,574 | | James Parsons | 85,000 | 112,195 | 2,703 | — | 199,898 | | Daniel O’Connor | 56,104 | 302,169 | — | — | 358,273 | | Charles Semba, M.D. | 56,500 | 88,574 | 898 | — | 145,972 |

  52. Director Compensation Table

    | (a) The following directors elected to receive DSUs or RSUs in exchange for all or part of their cash retainers: Dr. Giuffre ($58,000 was paid in the form of 10,861 DSUs); Dr. Kuntz ($53,000 was paid in the form of 9,925 RSUs); Mr. Parsons ($85,000 was paid in the form of 15,917 DSUs) and Dr. Semba ($28,250 was paid in the form of 5,290 RSUs). |

  53. Director Compensation Table

    | (b) Amounts reflect the grant date fair value for option awards granted to each non-employee director computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. |

  54. Director Compensation Table

    | (c) The following current directors held the following option awards as of December 31, 2025: Dr. Giuffre (32,162 options); Dr. Kuntz (32,162 options); Ms. Lewis (32,162 options); Mr. Parsons (40,739 options); Mr. O’Connor (64,242 options) and Dr. Semba (32,162 options). |

  55. Director Compensation Table

    | (d) Represents the difference between the grant date fair value of the DSUs or RSUs received by the director, using the grant date fair value of $5.51 per underlying share, and the dollar amount of retainers elected to be received in DSUs or RSUs, calculated using the average stock price of $5.34 per share as determined under the terms of our non-employee director compensation plan. |

  56. Director Compensation Table

    | (e) The following current directors held the following unvested stock awards (all in the form of DSUs) as of December 31, 2025: Dr. Giuffre (DSU – 99,162); Dr. Kuntz (0); Ms. Lewis (0); Mr. Parsons (73,604); Mr. O’Connor (0) and Dr. Semba (0). |

  57. Director Compensation Table

    | (f) We do not provide perquisite and other personal benefits to our non-employee directors. |

  58. Use of Market Data

    Use of Market Data We strive to compensate our executive officers competitively relative to other companies that are similar to us in market capitalization, revenue, number of employees and stage of clinical development. To ensure reasonableness and competitiveness of our executive compensation packages relative to our peer companies, the Compensation Committee evaluates our peer group with the aid of our independent compensation consultant and with input from management. The peer group used to help determine 2025 compensation was approved by the Compensation Committee in December 2024 and includes the following 18 companies:

  59. Use of Market Data

    | Acumen Pharmaceuticals, Inc. | Alto Neuroscience, Inc. | Anavex Life Sciences Corp. | | Annovis Bio, Inc. | Applied Therapeutics, Inc. | Clene Inc. | | Fulcrum Therapeutics, Inc. | Galectin Therapeutics Inc. | Gossamer Bio, Inc. | | Immunic, Inc. | Inozyme Pharma, Inc. | Lineage Cell Therapeutics, Inc. | | MediciNova, Inc. | Mineralys Therapeutics, Inc. | Ovid Therapeutics Inc | | PepGen Inc. | Tourmaline Bio, Inc. | Vigil Neuroscience, Inc. |

  60. Use of Market Data

    Data from this peer group, therefore, was considered in the compensation benchmarking process as one input in helping us determine appropriate pay levels for our executives.

  61. Elements of Our Executive Compensation Program

    | Element | Key Characteristics | Purpose | Key 2025 Changes | | Base Salary (Fixed, Cash) | A fixed amount, paid in cash periodically throughout the year and reviewed annually and, if appropriate, adjusted. | Provides source of fixed income that is market competitive and reflects scope and responsibility of the position held. | Our CEO and CFO each received a base salary increase of 10%. Our CMO joined in August 2025 with an initial annual base salary of $525,000. | | Short-Term Incentive (STI) (Variable, Cash) | A variable, short-term element of compensation that is payable in cash based on achievement of key pre-established annual corporate objectives, and for certain executives, individual goals. | Motivates and rewards our executives for achievement of annual corporate and other objectives. | Target incentive payout for 2025 was 50% of base salary for CEO and 40% of base salary for CFO, both unchanged from last year. Target incentive payout for our new CMO was 40% of base salary. | | Long-Term Incentives (LTI) (Variable, Equity-Based Awards) | A variable, long-term element of compensation that is provided in the form of time-vested stock option awards. | Aligns the interests of our executives with our shareholders; encourages our executives to focus on our long-term performance; promotes retention; and encourages significant share ownership. | NEOs received stock option awards, with 25% vesting on one-year anniversary of grant date and remaining 75% vesting in 12 equal quarterly installments thereafter. The awards for our CEO and CFO were annual awards; whereas, the award for our CMO was a new hire award. | | Retirement Benefits | A 401(k) plan with a discretionary company match. | Provides an opportunity for employees to save and prepare financially for retirement. | No changes. |

  62. Elements of Our Executive Compensation Program

    We describe each key element of our executive compensation program in more detail in the following pages, along with the compensation decisions made in 2025. The compensation paid to our named executive officers is governed, in part, by written employment agreements with them, which are described below under “—Employment Agreements.” The named executive officers also have termination and change in control benefits as set forth in their respective employment agreements. See “—Post-Termination Severance and Change in Control Arrangements.”

  63. Annual Short-Term Incentive Compensation

    Annual Short-Term Incentive Compensation In addition to base compensation, we provide our named executive officers the opportunity to earn short-term incentive (STI) compensation based on the achievement of certain annual corporate and individual performance goals. Our STI program directly aligns the interests of our executive officers and shareholders by providing an incentive for the achievement of key corporate and individual performance objectives that are critical to the success of our Company and linking a significant portion of each executive’s annual compensation to the achievement of such objectives. Under the 2025 STI program, each named executive officer had a target incentive payout that was a percentage of their base salary. 2025 STI payouts were based primarily on corporate objectives, which had a 75% weighting, and to a lesser extent, individual objectives, which had a 25% weighting. The corporate objectives related to our ReMEDy2 trial, our preeclampsia program, manufacturing, and raising additional capital, and were determined by the Compensation Committee to have been achieved at 100.0% of target. The individual objectives varied by executive and related to developing people and organization, evidence development for our product candidate DM199, accounting and financial reporting, regulatory and business development. The individual objectives were determined by the Compensation Committee to have been achieved at 100-150% of target for our CEO, CMO and CFO. 2025 individual performance payouts reflected recognition for each NEOs significant contributions to advancing the Company’s preeclampsia program and the recent expansion in analyst coverage for DiaMedica. The following sets forth each executive’s target bonus opportunity and actual STI payout for 2025:

  64. Annual Short-Term Incentive Compensation

    | Officer Name and Position | 2025 Base Salary | Target | | 2025 Actual Payout | | | | | % Base Salary | Dollars | % Target | Dollars | | Rick Pauls | $660,000 | 50% | $330,000 | 125% | $412,500 | | Julie Krop, M.D.(a) | 198,979 | 40% | 79,592 | 100% | 79,592 | | Scott Kellen | 418,000 | 40% | 167,200 | 110% | 183,920 |

  65. Annual Short-Term Incentive Compensation

    | (a) Dr. Krop’s 2025 base salary, target bonus opportunity and actual payout were prorated to reflect days of service after her August 11, 2025 start date. |

  66. Long-Term Equity-Based Incentive Compensation

    Long-Term Equity-Based Incentive Compensation The long-term equity-based incentive compensation component consists of stock options granted under the DiaMedica Therapeutics Inc. Amended and Restated 2019 Omnibus Incentive Plan, and in the case of certain new hire grants, under the DiaMedica Therapeutics Inc. 2021 Employment Inducement Incentive Plan. Long-term equity-based incentives are intended to comprise a significant portion of each executive’s compensation package, consistent with our executive compensation objective to align the interests of our executives with the interests of our shareholders. The Compensation Committee believes that stock options effectively incentivize executives to maximize Company performance over the long-term, as the value of awards is directly tied to an appreciation in the value of our common shares. Stock options also provide an effective retention mechanism because of vesting provisions. An important objective of our long-term equity-based incentive program is to strengthen the relationship between the long-term value of our common shares and the potential financial gain for our executives. Stock options provide recipients with the opportunity to purchase our common shares at a price fixed on the grant date regardless of future market price. Because stock options become valuable only if the share price increases above the exercise price and the option holder remains employed during the period required for the option to vest, they provide an incentive for an executive to remain employed. In addition, stock options link a portion of an executive’s compensation to the interests of our shareholders by providing an incentive to achieve corporate goals and increase the market price of our common shares over time. The table below sets forth the stock options that we granted to our named executive officers in 2025, which options vest with respect to 25% of the underlying common shares on the one-year anniversary of the grant date, and with respect to the remaining 75% of the underlying common shares in 12 as nearly equal as possible quarterly installments commencing after the one-year anniversary of the grant date:

  67. Long-Term Equity-Based Incentive Compensation

    | Named Executive Officer | Grant Date | Shares Underlying Options (#) | Exercise Price Per Share ($) | | Rick Pauls | 6/1/2025 | 600,000 | 4.11 | | Julie Krop | 8/11/2025 | 450,000 | 4.58 | | Scott Kellen | 6/1/2025 | 225,000 | 4.11 |

  68. Long-Term Equity-Based Incentive Compensation

    The stock options expire after ten years. The number of stock options granted to our executives was determined based on a percent of outstanding Company common shares analysis as opposed to a value analysis. Dr. Krop’s option grant reflected a new hire grant, which typically includes a greater number of shares than an individual’s annual equity award.

  69. Grants of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Grants of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We maintain an equity grant policy that provides guidance for the orderly granting of both annual and new hire equity awards. Consistent with our annual compensation cycle, the Compensation Committee has historically granted annual equity awards to our executive officers in June. As a result of the policy, the approximate dates for awards are often known up to a year in advance. The timing of any equity awards to executive officers in connection with new hires, promotions, or other nonroutine awards is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date). In any case, the final timing of equity awards remains subject to sufficient available shares under our applicable equity incentive plans. The timing of equity award grants is determined independently of the release of any material nonpublic information, and we do not time the disclosure of material nonpublic information for the purpose of increasing the value of equity-based compensation. Accordingly, our equity grant policy provides that to the extent practicable, the Compensation Committee will not grant stock options or other equity-based incentive awards in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information (other than a current report on Form 8-K disclosing a material new option award grant under Item 5.02(e) of that form), and ending one business day after the filing or furnishing of such report.

  70. Employment Agreements

    Employment Agreements We typically enter into employment agreements with our executive officers, which provide for an annual base salary, subject to periodic reviews, incentive-based compensation, equity-based compensation and benefits, in each case as determined by the Board of Directors (or a committee thereof) from time to time. The agreements contain standard confidentiality, non-competition, non-solicitation and assignment of intellectual property provisions. The agreements also contain standard severance and change in control provisions which are described under “—Post-Termination Severance and Change in Control Arrangements.”

  71. Post Termination Severance and Change in Control Arrangements

    Post Termination Severance and Change in Control Arrangements Severance Arrangements. Under the terms of the employment agreements with each of our executive officers, if we terminate the executive’s employment without “cause”, the executive will be entitled to: (i) salary continuation payments for 12 months in the case of Mr. Pauls and nine months in the case of each of the other executives, (ii) Consolidated Omnibus Budget Reconciliation Act (COBRA) premium reimbursement during the salary continuation period, (iii) a pro rata portion of the executive’s target annual bonus for the year of termination, and (iv) immediate acceleration of the executive’s outstanding equity awards. These severance benefits are subject to the executive executing a separation agreement and release of claims. “Cause” is defined in the employment agreements as: (i) gross negligence or willful failure to perform the executive’s duties and responsibilities to DiaMedica; (ii) commission of any act of fraud, theft, embezzlement, financial dishonesty or any other willful misconduct that has caused or is reasonably expected to result in injury to DiaMedica; (iii) conviction of, or pleading guilty or nolo contendere to, any felony or a lesser crime involving dishonesty or moral turpitude; (iv) material breach by the executive of any of their obligations under the agreement or any written agreement or covenant with DiaMedica, including the policies adopted from time to time by DiaMedica applicable to all executives, that has not been cured within 30 days of notice of such breach; or (v) termination of the employment of the executive in connection with a liquidation, dissolution or winding down of DiaMedica. We believe that the form and amount of these severance benefits are fair and reasonable to both DiaMedica and our executives. The Compensation Committee reviews our severance arrangements periodically to ensure that they remain necessary and appropriate. Change in Control Arrangements. To encourage continuity, stability and retention when considering the potential disruptive impact of an actual or potential corporate transaction, we have established change in control arrangements, including provisions in the 2019 Plan and executive employment agreements. These arrangements are designed to incentivize our executives to remain with our Company in the event of a change in control or potential change in control. Under the terms of the 2019 Plan, subject to the terms of the applicable award agreement or an individual agreement between DiaMedica and a participant, upon a change in control (as defined in the 2019 Plan, as described in Proposal Four), the Board of Directors may, in its discretion, determine whether some or all outstanding options and stock appreciation rights shall become exercisable in full or in part, whether the restriction period and performance period applicable to some or all outstanding restricted stock awards and restricted stock unit awards shall lapse in full or in part and whether the performance measures applicable to some or all outstanding awards shall be deemed to be satisfied. The Board of Directors may further require that shares of stock of the corporation resulting from such a change in control, or a parent corporation thereof, be substituted for some or all of our common shares subject to an outstanding award and that any outstanding awards, in whole or in part, be surrendered to us by the holder, to be immediately cancelled by us, in exchange for a cash payment, shares of capital stock of the corporation resulting from or succeeding us or a combination of both cash and such shares of stock. Under the terms of the employment agreements, if we terminate the executive’s employment without “cause” or the executive terminates their employment with “good reason” in connection with or within 12 months after a “change in control,” the executive will be entitled to: (i) salary continuation payments for 18 months in the case of Mr. Pauls and 12 months in the case of each of the other executives, (ii) COBRA premium reimbursement during the salary continuation period, (iii) a pro rata portion of their target annual bonus for the year of termination, and (iv) immediate acceleration of all of their outstanding equity awards. These severance benefits are subject to the executive executing a separation agreement and release of claims. “Good reason” is defined in the employment agreements as the executive’s resignation within 30 days following the expiration of any cure period following the occurrence of one or more of the following, without the executive’s express written consent: (i) a material reduction of the executive’s duties, authority, reporting level, or responsibilities, relative to their duties, authority, reporting level, or responsibilities in effect immediately prior to such change in control; (ii) a material reduction in the executive’s base compensation; or (iii) DiaMedica’s requiring of the executive to change the principal location at which the executive is to perform services by more than 50 miles. “Change in control” is defined in the employment agreements as the occurrence of any of the following: (i) the acquisition, other than from us, by any individual, entity or group of beneficial ownership of 50% or more of either our then outstanding common shares or the combined voting power of our then outstanding voting securities entitled to vote generally in the election of directors; (ii) the consummation of a reorganization, merger or consolidation of DiaMedica, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of our common shares and voting securities immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of, respectively, of then outstanding common shares and the combined voting power of then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation; or (iii) the sale or other disposition of all or substantially all of our assets. We believe these change in control arrangements are an important part of our executive compensation program in part because they mitigate some of the risk for executives working in a smaller company where there is a meaningful risk that DiaMedica may be acquired. Change in control benefits are intended to attract and retain qualified executives who, absent these arrangements and in anticipation of a possible change in control of our Company, might consider seeking employment alternatives to be less risky than remaining with our Company through the transaction. We believe that the form and amount of these change in control benefits are fair and reasonable to both our Company and our executives. The Compensation Committee periodically reviews our change in control arrangements to ensure that they remain necessary and appropriate.

  72. Summary Compensation Table

    Summary Compensation Table The table below provides summary information concerning all compensation awarded to, earned by or paid to our named executive officers during our 2025 and 2024 fiscal years. Mr. Pauls did not receive any compensation related to his role as a director.

  73. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Option Awards(a) ($) | Non-Equity Incentive Plan Compensation(b) ($) | All Other Compensation(c) ($) | Total ($) | | Rick Pauls | 2025 | 645,000 | 1,652,400 | 412,500 | 17,450 | 2,727,350 | | President and Chief Executive Officer | 2024 | 593,250 | 633,510 | 306,975 | 17,250 | 1,550,985 | | Julie Krop, M.D.(d) Chief Medical Officer | 2025 | 198,980 | 1,421,100 | 79,592 | 7,891 | 1,707,563 | | Scott Kellen | 2025 | 408,500 | 619,650 | 183,920 | 17,450 | 1,229,520 | | Chief Financial Officer and Secretary | 2024 | 374,250 | 274,521 | 147,934 | 17,250 | 813,955 |

  74. Summary Compensation Table

    | (a) Amounts reflect the grant-date fair value of stock options granted during the applicable year computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. The grant date fair value is determined based on the Black-Scholes option pricing model. The following table summarizes forth the assumptions used in the valuation of each such option award: |

  75. Summary Compensation Table

    | Grant Date | Grant Date Fair Value Per Share | Risk Free Interest Rate | Expected Life (in years) | Expected Volatility | Expected Dividend Yield | | 06/01/2025 | $4.11 | 3.97% | 5.43 | 77.1% | 0% | | 08/11/2025 | $4.58 | 3.84% | 5.44 | 80.82% | 0% |

  76. Summary Compensation Table

    | (b) Amounts reported represent awards earned for that year under our annual short-term incentive plan but paid during the following year. See “—Executive Compensation Overview—Annual Short-Term Incentive Compensation.” |

  77. Summary Compensation Table

    | (c) The amounts shown in the “All Other Compensation” column for fiscal 2025 include the following with respect to each named executive officer: |

  78. Summary Compensation Table

    | Name | 401(k) Match | HSA Contribution | Total | | Rick Pauls | $14,000 | $3,450 | $17,450 | | Julie Krop | 7,891 | — | 7,891 | | Scott Kellen | 14,000 | 3,450 | 17,450 |

  79. Summary Compensation Table

    | (d) Dr. Krop joined the company as Chief Medical Officer effective August 11, 2025. |

  80. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table presents, for each named executive officer, information regarding outstanding equity awards held as of December 31, 2025.

  81. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards(a) | | | | | | | Number of Securities Underlying Unexercised Options (#) | | Option Exercise | Option | | | | Exercisable | Unexercisable | Price ($) | Expiration Date(b) | | Rick Pauls | 11/28/2016 | 42,500 | – | 3.80(c) | 11/28/2026 | | | 6/19/2017 | 42,500 | – | 4.67(c) | 6/19/2027 | | | 4/17/2018 | 33,500 | – | 8.18(c) | 4/17/2028 | | | 6/24/2019 | 264,000 | – | 4.60 | 6/23/2029 | | | 6/1/2020 | 56,000 | – | 4.64 | 5/31/2030 | | | 7/28/2021 | 175,000 | – | 5.00 | 7/27/2031 | | | 6/1/2022 | 154,876 | 22,124(d) | 2.45 | 5/31/2032 | | | 6/1/2023 | 113,125 | 67,875(e) | 2.73 | 5/31/2033 | | | 6/1/2024 | 112,500 | 187,500(e) | 2.90 | 5/31/2034 | | | 6/1/2025 | – | 600,000(e) | 4.11 | 5/31/2035 | | Julie Krop | 8/11/2025 | – | 450,000(e) | 4.58 | 8/10/2035 | | Scott Kellen | 4/17/2018 | 50,250 | – | 8.18(c) | 4/17/2028 | | | 6/24/2019 | 99,750 | – | 4.60 | 6/23/2029 | | | 6/1/2020 | 35,000 | – | 4.64 | 5/31/2030 | | | 7/28/2021 | 60,000 | – | 5.00 | 7/27/2031 | | | 6/1/2022 | 52,500 | 7,500(d) | 2.45 | 5/31/2032 | | | 6/1/2023 | 41,875 | 25,125(e) | 2.73 | 5/31/2033 | | | 6/1/2024 | 48,750 | 81,250(e) | 2.90 | 5/31/2034 | | | 6/1/2025 | – | 225,000(e) | 4.11 | 5/31/2035 |

  82. Outstanding Equity Awards at Fiscal Year-End

    | (a) All reported options are scheduled to vest incrementally, with vesting eligible for acceleration under specified circumstances, including if the recipient’s employment or service relationship with our Company is involuntarily terminated. |

  83. Outstanding Equity Awards at Fiscal Year-End

    | (b) Exercise price expressed in Canadian Dollars. Represents U.S. Dollar value as of December 31, 2025. |

  84. Outstanding Equity Awards at Fiscal Year-End

    | (c) All stock options reported have a 10-year term but may terminate earlier if the recipient’s employment or service relationship with our Company terminates. |

  85. Outstanding Equity Awards at Fiscal Year-End

    | (d) Eligible to vest with respect to 25% of the shares on the first anniversary of the grant date and the remaining 75% of the shares monthly in 36 substantially equal increments over the following three years commencing on the 15-month anniversary of the grant date. |

  86. Outstanding Equity Awards at Fiscal Year-End

    | (e) Eligible to vest with respect to 25% of the shares on the first anniversary of the grant date and the remaining 75% of the shares quarterly in 12 equal increments over the following three years commencing on the 15-month anniversary of the grant date. |

  87. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our named executive officers, within the meaning of such rules, and certain financial performance measures of our Company. The table below provides information regarding compensation actually paid (“CAP”) to our PEO (our CEO), and the average compensation actually paid to our other non-PEO named executive officers, during each of the past three fiscal years, as well as total shareholder return and net income (loss) for each of the past three fiscal years.

  88. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO(a) | Compensation Actually Paid to PEO(b) | Average Summary Compensation Table Total for Other NEOs(c) | Average Compensation Actually Paid to Other NEOs(b) | Value of Initial Fixed $100 Investment Based on TSR(d) | Net Income (Loss)(e) (million $) | | 2025 | $2,727,350 | $5,277,304 | $1,468,542 | $2,464,052 | $504 | (32,766) | | 2024 | 1,550,985 | 2,441,991 | 994,133 | 1,381,183 | 344 | (24,444) | | 2023 | 1,215,161 | 1,424,344 | 587,222 | 707,892 | 180 | (19,381) |

  89. Pay Versus Performance Disclosure

    | (a) Rick Pauls was our only principal executive officer for all years presented. |

  90. Pay Versus Performance Disclosure

    | (b) SEC rules require certain adjustments be made to the Summary Compensation Table (“SCT”) totals to determine CAP as reported in the Pay Versus Performance Table. CAP amounts do not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. A reconciliation of the SCT totals to CAP to our PEO and our Other NEOs (as an average) is shown below. Our NEOs do not participate in a pension plan; therefore, no adjustment from the SCT totals related to pension values were made for any periods presented. |

  91. Pay Versus Performance Disclosure

    | | 2025 | | | Adjustments | PEO | Average of Other NEOs | | Total Compensation from SCT | 2,727,350 | 1,468,542 | | Subtract SCT amounts for stock and option awards | (1,652,400) | (1,020,375) | | Add fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | 3,619,877 | 1,897,408 | | +/- Difference between fair value of awards from the end of the prior fiscal year to the end of the covered fiscal year for awards granted in any prior fiscal year that are outstanding and unvested at the end of the covered fiscal year | 608,898 | 124,733 | | +/- Change in fair value from the end of the prior fiscal year to the vesting date for awards granted in any prior fiscal year which vested during the covered fiscal year | (26,421) | (6,256) | | Subtract fair value at end of prior fiscal year for awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year | – | – | | Compensation Actually Paid | 5,277,304 | 2,464,052 |

  92. Pay Versus Performance Disclosure

    | (c) Our NEOs (other than PEO) were Dr. Krop and Mr. Kellen for 2025; Dr. Masuoka and Mr. Kellen for 2024; and Mr. Kellen, Julie Daves, and Kirsten Gruis, M.D. for 2023. |

  93. Pay Versus Performance Disclosure

    | (d) Total shareholder return is calculated based on a fixed investment of one hundred dollars measured from the market close on December 30, 2022 (the last trading day of fiscal 2022) through and including the end of each fiscal year reported in the table. |

  94. Pay Versus Performance Disclosure

    | (e) Amounts reported represent the amount of GAAP net income or loss reflected in our audited consolidated financial statements for the applicable year and is presented in thousands. |

  95. Pay Versus Performance Relationship

    Pay Versus Performance Relationship In accordance with Item 402(v) of SEC Regulation S-K, we are providing the charts shown below, which present a graphical comparison of CAP to our PEO and the average CAP to our non-PEO named executive officers set forth in the Pay Versus Performance Table above, as compared against our total shareholder return (TSR) and net income (loss). As demonstrated by the following graphs, there is a high degree of correlation between the amount of compensation actually paid to our NEOs and our cumulative TSR over the three years presented in the table. The alignment of compensation actually paid with our cumulative TSR over the period presented is because a significant portion of the compensation actually paid to our NEOs is comprised of equity awards, the value of which is driven by our share price. As a clinical-stage company we have incurred substantial losses since our inception and expect to continue to incur substantial losses for at least two or three years. Accordingly, we do not seek to achieve direct alignment between Compensation Actually Paid to our named executive officers and net income (loss). The information contained in the “Pay Versus Performance Disclosure” section above shall not be deemed to be “soliciting material” or to be “filed” with the SEC, or subject to Regulation 14A or to the liabilities of Section 18 of the Exchange Act, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.