DEF 14A of Omeros Corp, Apr 30, 2026

DEF 14A of Omeros Corp

Filed Apr 30, 2026 · FY20250001552781-26-000281

Open on EDGAR

  1. Nominees—Class II

    Nominees—Class II

  2. Nominees—Class II

    | Thomas J. Cable | | | Age: 86 Director Since: 1995 Committees: • Audit • Compensation (chair) • Nominating and Governance (chair) | Thomas J. Cable has served on our board of directors since January 1995 and as our lead independent director since 2010. He has also served on our audit committee since January 1995 and on our compensation committee since December 2007. In addition, Mr. Cable was appointed chair of our compensation committee in May 2022 and has served as chair of our nominating and governance committee since September 2009. Mr. Cable is the vice chairman of the board of the Washington Research Foundation, a technology transfer and early-stage venture capital organization affiliated with the University of Washington, which he co-founded in 1980. Mr. Cable also founded Cable & Howse Ventures, a venture capital firm, and Cable, Howse & Ragen, an investment banking firm, and co-founded Montgomery Securities, an investment banking firm acquired by Bank of America. A former U.S. Navy submarine officer, Mr. Cable received his M.B.A. from the Stanford Graduate School of Business and his B.A. from Harvard University. Mr. Cable’s qualifications to serve on the board of directors include his knowledge and experience in finance, investment banking, technology development and product commercialization, his knowledge of Omeros and our industry, as well as his service as lead independent director and as chair of the compensation and nominating and governance committees. |

  3. Nominees—Class II

    | Peter A. Demopulos, M.D. | | | Age: 72 Director Since: 1995 Committees: • Scientific | Peter A. Demopulos, M.D., has served on our board of directors since January 1995 and on our scientific committee since September 2019. Dr. Demopulos is a practicing board-certified general and interventional cardiologist at Seattle Cardiology, part of the Swedish Heart & Vascular Institute. He has been a member of Seattle Cardiology since 2005, also serving as its Medical Director from 2005 to 2010. Dr. Demopulos is also a clinical assistant professor of cardiology at the University of Washington School of Medicine, a position that he has held since 1989. He is a Fellow of the American College of Cardiology and the Society for Cardiovascular Angiography and Interventions. He also participates as an investigator in clinical trials evaluating interventional cardiology devices and drug therapies as a member of Swedish Heart and Vascular Research. Dr. Demopulos received his M.D. from the Stanford University School of Medicine and his B.S. from Stanford University. Dr. Demopulos’ qualifications to serve on the board of directors include his medical and scientific expertise, his experience as a clinical investigator and his experience with clinical development and trial design, as well as his knowledge of Omeros and our industry. Dr. Demopulos is the brother of Gregory A. Demopulos, M.D., our president and chief executive officer and the chairman of our board of directors. |

  4. Nominees—Class II

    | 10 | 2026 Proxy Statement | Omeros Corporation |

  5. Nominees—Class II

    | Diana T. Perkinson, M.D. | | | Age: 72 Director Since: 2023 Committees: • Nominating and Governance • Scientific | Diana T. Perkinson, M.D., has served on our board of directors and as a member of our scientific committee since May 2023. She has also served on our nominating and governance committee since April 2024. Dr. Perkinson holds dual board certifications in nephrology and internal medicine. From 2009 to 2025, she practiced as a physician at MD(2) International LLC, a premier concierge medicine network. From 1987 to 2009, Dr. Perkinson practiced nephrology and internal medicine at Minor & James Medical in Seattle. She previously served as a clinical assistant professor in the division of nephrology at the University of Washington, from 1987 until 2009, and as medical director, transplantation, at Swedish Hospital, from 1996 until 2007. Dr. Perkinson also served as a major in the United States Air Force and as director of the dialysis unit at Wilford Hall Medical Center at Lackland Air Force Base in San Antonio, Texas from 1984 until 1987. Dr. Perkinson received her M.D. from the University of Alabama and her B.S. from Birmingham Southern College. She completed her fellowship in nephrology at the University of Washington. Dr. Perkinson’s qualifications to serve on our board of directors include her medical experience and expertise as a nephrologist and internist. |

  6. Nominees—Class II

    | | The Board of Directors recommends that shareholders vote FOR each of the Class II director nominees named above. |

  7. Nominees—Class II

    | Omeros Corporation | 2026 Proxy Statement | 11 |

  8. Continuing Directors until the 2027 Annual Meeting

    Continuing Directors until the 2027 Annual Meeting

  9. Continuing Directors until the 2027 Annual Meeting

    | Thomas F. Bumol, Ph.D. | | | Age: 72 Director Since: 2019 Committees: • Scientific (chair) | Thomas F. Bumol, Ph.D., has served on our board of directors since February 2019 and as chair of our scientific committee since September 2019. Dr. Bumol served as Executive Vice President of the Allen Institute for Immunology in Seattle, Washington, from March 2018 until August 2022. Dr. Bumol joined the Allen Institute following a 35-year career at Eli Lilly and Company. Dr. Bumol held various positions at Eli Lilly from 1982 until his retirement in December 2017. He was most recently the senior vice president of biotechnology and immunology research and the site head of Eli Lilly’s Biotechnology Center in San Diego, California. While at Eli Lilly, Dr. Bumol’s teams and collaborators advanced over 100 molecules into clinical development, including TRULICITY® (dulaglutide), TALTZ® (ixekizumab), EMGALITY® (galcanezumab) and mirikizumab. Through strategic alliances, he and his teams also helped develop and support REOPRO® (abciximab) with Centocor Inc. (n/k/a Janssen Pharmaceutical Cos.) as well as OLUMIANT® (baricitinib) with Incyte Corporation. Dr. Bumol serves on the University of Michigan Technology Transfer National Advisory Board and as an advisor to Lilly Ventures. He is a member of the Board of Directors of Tentarix Biotherapeutics LP, a private biotechnology company, and serves as a scientific advisor to a number of biotechnology and immunology companies. Dr. Bumol earned his B.S. degree in microbiology from the University of Michigan and his Ph.D. in microbiology-immunology from the University of Minnesota. He completed postdoctoral studies through a fellowship in the Department of Molecular Immunology at Scripps Research in La Jolla, California. Dr. Bumol’s qualifications to serve on the board of directors include his scientific expertise in drug discovery and development and experience in strategic partnering and other collaborations within the life sciences and pharmaceutical industries. |

  10. Continuing Directors until the 2027 Annual Meeting

    | 12 | 2026 Proxy Statement | Omeros Corporation |

  11. Continuing Directors until the 2027 Annual Meeting

    | Gregory A. Demopulos, M.D. | | | Age: 67 Director Since: 1994 Committees: • None | Gregory A. Demopulos, M.D., founded our company and has served as our president, chief executive officer and chairman of the board of directors since June 1994. He also served as our chief financial officer and treasurer from January 2009 to October 2013 in an interim capacity and as our chief medical officer from June 1994 to March 2010. Prior to founding Omeros, Dr. Demopulos completed his residency in orthopedic surgery at Stanford University and his fellowship training in hand and microvascular surgery at Duke University. In 2019, Dr. Demopulos was a recipient of the Prix Galien Canada Research Award. Dr. Demopulos currently serves on the board of trustees of the Smead Funds Trust, an open-end mutual fund company registered under the Investment Company Act of 1940. Dr. Demopulos received his M.D. from Stanford University School of Medicine and his B.S. from Stanford University. Dr. Demopulos’ qualifications to serve on the board of directors include his position and experience as our president and chief executive officer, his medical and scientific expertise, experience with clinical development and design and detailed knowledge of our operations and development programs. Dr. Demopulos is the brother of Peter A. Demopulos, M.D., a member of our board of directors. |

  12. Continuing Directors until the 2027 Annual Meeting

    | Leroy E. Hood, M.D., Ph.D. | | | Age: 87 Director Since: 2001 Committees: • Compensation • Nominating and Governance • Scientific | Leroy E. Hood, M.D., Ph.D., has served on our board of directors since March 2001. He also has served on our nominating and governance committee since September 2009, on our compensation committee since July 2011 and on our scientific committee since September 2019. Dr. Hood is chief strategy officer and professor at the Institute for Systems Biology, a non-profit research institute dedicated to the study and application of systems biology. Dr. Hood co-founded the Institute for Systems Biology in 2000 and served as its first president through December 2017. Dr. Hood is the founding chief executive officer of Phenome Health, a non-profit organization dedicated to the development of phenomics as a tool for assessing and optimizing individual health. Previously, Dr. Hood served as senior vice president and chief science officer of Providence St. Joseph Health, a multi-state, not-for-profit health system, from 2016 to 2021. Dr. Hood was founder and chairman of the Department of Molecular Biotechnology at the University of Washington School of Medicine. Dr. Hood also co-founded Amgen, Inc., Applied Biosystems, Inc., Darwin Molecular Technologies, Inc., Rosetta Inpharmatics, Inc. and SyStemix, Inc. Dr. Hood is a member of the National Academy of Science, the National Academy of Engineering and the National Academy of Medicine and is the recipient of numerous national and international awards, including the National Medal of Science, the Lasker Award and the Kyoto Prize. Dr. Hood received his Ph.D. and B.S. from the California Institute of Technology and his M.D. from The Johns Hopkins School of Medicine. Dr. Hood’s qualifications to serve on the board of directors include his scientific expertise in drug discovery and development and experience in founding and building biotechnology and pharmaceutical companies. |

  13. Continuing Directors until the 2027 Annual Meeting

    | Omeros Corporation | 2026 Proxy Statement | 13 |

  14. Continuing Directors until the 2028 Annual Meeting

    Continuing Directors until the 2028 Annual Meeting

  15. Continuing Directors until the 2028 Annual Meeting

    | Arnold C. Hanish | | | Age: 78 Director Since: 2012 Committees: • Audit (chair) | Arnold C. Hanish has served on our board of directors and as chair of our audit committee since September 2012. From 1994 until his retirement in December 2012, Mr. Hanish served as vice president and chief accounting officer at Eli Lilly and Company. Prior to his appointment as chief accounting officer, Mr. Hanish held a number of senior financial positions at Eli Lilly. Before Eli Lilly, Mr. Hanish held various positions at Arthur Young & Company (currently Ernst & Young) for nearly 14 years. Mr. Hanish currently serves as a member of the board of directors of Decoy Therapeutics, Inc., a biotechnology company focused on cancer and rare disease therapeutics. Mr. Hanish was a member of the Deloitte and Touche Audit Quality Review Council from 2013 through 2023. Mr. Hanish was a member of the Standing Advisory Group of the Public Company Accounting Oversight Board from 2004 through 2008 and from 2011 through 2012. In addition, from 2007 to 2010, he served as the chairperson of Financial Executives International’s Committee on Corporate Reporting. Mr. Hanish was inducted into the Financial Executives International Hall of Fame in 2016. Mr. Hanish is a Certified Public Accountant and earned his B.A. in accounting from the University of Cincinnati. Mr. Hanish’s qualifications include his experience in public company finance and accounting, reporting to the U.S. Securities and Exchange Commission (the SEC), management and corporate governance, his knowledge of the pharmaceutical and biotechnology industry and his experience as the chair of our audit committee. |

  16. Continuing Directors until the 2028 Annual Meeting

    | 14 | 2026 Proxy Statement | Omeros Corporation |

  17. Continuing Directors until the 2028 Annual Meeting

    | Rajiv Shah, M.D. | | | Age: 53 Director Since: 2015 Committees: • Audit • Compensation • Scientific | Rajiv Shah, M.D., has served on our board of directors since June 2015 and on our audit committee, our compensation committee and our scientific committee since December 2021, May 2022 and September 2019, respectively. Dr. Shah has served as the president of the Rockefeller Foundation since February 2017. From March 2015 to February 2017, Dr. Shah was the managing partner of Latitude Capital, an emerging markets private equity firm that he founded. Dr. Shah served as administrator of the United States Agency for International Development (USAID) from January 2010 to February 2015. Dr. Shah served as undersecretary and chief scientist at the U.S. Department of Agriculture from May 2009 to January 2010, during which time he created the National Institute for Food and Agriculture. Prior to working in government, Dr. Shah worked in senior roles at the Bill & Melinda Gates Foundation, leading the Foundation’s efforts in global health, agriculture and financial services. Dr. Shah also serves on the boards of trustees of the Rockefeller Foundation and the National Geographic Society. He is a member of the Defense Policy Board. Dr. Shah serves on the boards of directors of several private biotechnology companies, including Altos Labs and Mobius Scientific. From March 2015 to June 2017, Dr. Shah served on the board of directors of Arcadia Biosciences, Inc., a publicly traded agricultural technology company. Dr. Shah earned his M.D. from the University of Pennsylvania Medical School, his M.S. in Health Economics at the Wharton School of Business and his B.S. in Economics from the University of Michigan. Dr. Shah’s qualifications include his significant experience in government, regulatory affairs, international development and strategic partnerships, as well as his medical and scientific background. |

  18. Continuing Directors until the 2028 Annual Meeting

    | Omeros Corporation | 2026 Proxy Statement | 15 |

  19. Continuing Directors until the 2028 Annual Meeting

    | Corporate Governance |

  20. Shareholder Communication with the Board of Directors

    | Non-Employee Director Compensation |

  21. 2025 Non-Employee Director Compensation

    2025 Non-Employee Director Compensation The following table shows the compensation of each person who served as a non-employee director during the year ended December 31, 2025:

  22. 2025 Non-Employee Director Compensation

    | NAME | FEES EARNED OR PAID IN CASH ($) | OPTION AWARDS ($)(1)(2) | TOTAL ($) | | Thomas F. Bumol, Ph.D. | 60,000 | 41,060 | 101,060 | | Thomas J. Cable | 110,000 | 41,060 | 151,060 | | Peter A. Demopulos, M.D. | 55,000 | 41,060 | 96,060 | | Arnold C. Hanish | 70,000 | 41,060 | 111,060 | | Leroy E. Hood, M.D., Ph.D. | 67,500 | 41,060 | 108,560 | | Diana T. Perkinson, M.D. | 60,000 | 41,060 | 101,060 | | Rajiv Shah, M.D. | 72,500 | 41,060 | 113,560 |

  23. 2025 Non-Employee Director Compensation

    | (1) The amounts reported in this column represent the grant date fair value of option awards granted to our non-employee directors during 2025 as computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. The assumptions used to calculate the value of these option awards are set forth in Note 13, Stock-Based Compensation, to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. |

  24. 2025 Non-Employee Director Compensation

    | (2) As of December 31, 2025, Dr. Bumol, Mr. Cable, Dr. Peter Demopulos, Mr. Hanish, Dr. Hood, Dr. Perkinson and Dr. Shah held options to purchase 90,000, 107,500, 107,500, 107,500, 107,500, 60,000 and 107,500 shares of our common stock, respectively. |

  25. 2025 Non-Employee Director Compensation

    | Omeros Corporation | 2026 Proxy Statement | 25 |

  26. 2025 Non-Employee Director Compensation

    | Proposal 2 – Approval of Advisory Resolution on Executive Compensation |

  27. 2025 Non-Employee Director Compensation

    Our board of directors has determined to hold an advisory vote on the compensation of our named executive officers on an annual basis. In accordance with Section 14A of the Exchange Act, our board of directors is asking shareholders to approve a nonbinding advisory resolution regarding the compensation of our named executive officers as reported in this proxy statement. This advisory vote is held on an annual basis. Because it is advisory, this vote will not be binding on the board of directors or compensation committee, nor will it override any prior decision or require the board of directors or compensation committee to take any action. However, the board of directors and the compensation committee will review the voting results and consider the outcome of this vote when making future decisions regarding executive compensation. As described below in ‘‘Executive Compensation—Compensation Discussion and Analysis,’’ the compensation committee of our board of directors has adopted the following principles to guide us in formulating our compensation policies and making compensation decisions:

  28. 2025 Non-Employee Director Compensation

    | • | provide total compensation opportunities that enable us to recruit and retain executives with the experience and skills to manage the growth of our company and lead us to the next stage of development; |

  29. 2025 Non-Employee Director Compensation

    | • | establish a clear alignment between the interests of our executives and the interests of our shareholders; |

  30. 2025 Non-Employee Director Compensation

    | • | reinforce a culture of ownership, excellence and urgency; and |

  31. 2025 Non-Employee Director Compensation

    | • | create a direct and meaningful link between company business results, individual performance and compensation. |

  32. 2025 Non-Employee Director Compensation

    We urge shareholders to read the section entitled ‘‘Executive Compensation—Compensation Discussion and Analysis’’ in this proxy statement, which describes our compensation policies and practices, as well as the related tables and narrative discussion that follow, which provide additional information on the compensation of our named executive officers. In addition, when considering this proposal we urge shareholders to review our Fiscal Year 2025 Business Highlights, which are summarized beginning on page 6 of this proxy statement, and discussed in greater detail in the 2025 Annual Report to Shareholders. Our board of directors believes that the compensation of our named executive officers is appropriate and effective in achieving our corporate objectives and recommends that you vote in favor of the following resolution: RESOLVED, that the compensation of the named executive officers of the company, as disclosed in the proxy statement for the company’s 2026 Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion, is hereby APPROVED.

  33. 2025 Non-Employee Director Compensation

    | | The Board of Directors recommends that shareholders vote FOR the approval of the advisory resolution on executive compensation. |

  34. 2025 Non-Employee Director Compensation

    | 26 | 2026 Proxy Statement | Omeros Corporation |

  35. 2025 Non-Employee Director Compensation

    | Executive Compensation |

  36. Compensation Discussion and Analysis

    We determine compensation for our named executive officers based on their ability to achieve operational goals that further our long-term business objectives and create sustainable long-term shareholder value in a cost-effective manner. We generally make adjustments to each element of compensation for our named executive officers on an annual basis in connection with annual awards of stock options to eligible employees, although, in historical periods, compensation adjustments or the timing thereof have been affected by the timing of independent compensation analyses from third parties, availability of cash, the need to preserve capital and the achievement of significant corporate objectives. In 2025, the review and adjustment of our named executive officers’ compensation was postponed for reasons of capital preservation amid a period of business uncertainty. For more information regarding the timing of our stock option awards, see ‘‘Additional Policies and Practices— Equity Award Grant Timing Practices’’ below. In 2025, our compensation committee approved:

  37. Compensation Discussion and Analysis

    | • | cash bonuses for our named executive officers on the basis of company and individual performance; and |

  38. Compensation Discussion and Analysis

    | • | stock option awards for our named executive officers, considering market competitiveness along with company and individual performance in 2024. |

  39. Role of Compensation Consultant

    Role of Compensation Consultant The compensation committee is authorized to retain the services of compensation consultants and other advisors in connection with the discharge of its responsibilities. The compensation committee has engaged Compensia to assist it from time to time in assessing a set of executive compensation guiding principles, to evaluate the competitiveness of our executive officers’ compensation and to assist it in designing and implementing our executive compensation program. Compensia serves at the discretion of the compensation committee and provides certain advisory services to the compensation committee as described below.

  40. Use of Competitive Data

    Use of Competitive Data To assess the competitiveness of our executive compensation program and current compensation levels and to assist it in setting compensation levels, the compensation committee refers to executive compensation data compiled from a peer group of comparable companies in our industry. With Compensia’s assistance, our compensation committee developed this group (the Peer Group) in 2023. Peer companies were selected for the Peer Group based on their comparability to Omeros in terms of stage of development, therapeutic areas, financial health, revenue and market capitalization. Omeros maintains a diverse product pipeline and comparability on depth and breadth of product pipeline was strongly considered in determining peer companies. The Peer Group is comprised of the following companies:

  41. Use of Competitive Data

    | • Aclaris Therapeutics, Inc. • Agios Pharmaceuticals, Inc. • Arcus Biosciences, Inc. • bluebird bio, Inc. • Coherus BioSciences, Inc. | • Collegium Pharmaceutical, Inc. • Enanta Pharmaceuticals, Inc. • Esperion Therapeutics, Inc. • Ironwood Pharmaceuticals, Inc. | • Karyopharm Therapeutics Inc. • Mersana Therapeutics, Inc. • Pacira BioSciences, Inc. • Vanda Pharmaceuticals, Inc. |

  42. Use of Competitive Data

    However, we did not update our Peer Group or Peer Group data in 2025 given capital constraints and variable timing of outcomes of a number of significant business events during the year. In addition to Peer Group and other data from Compensia, our compensation committee typically also refers to commercially available compensation survey data for relevant markets in connection with its compensation decisions.

  43. Use of Competitive Data

    | Omeros Corporation | 2026 Proxy Statement | 29 |

  44. Use of Competitive Data

    Most Recent ‘‘Say-on-Pay’’ Vote We conducted our most recent non-binding advisory shareholder vote (a so-called “say-on-pay” vote) on the compensation of our named executive officers at our 2025 Annual Meeting of Shareholders. At that meeting, 89.0% of the votes cast were voted in favor of our executive compensation policies and practices, as disclosed in the proxy statement for the meeting. In retaining our general approach to executive compensation, our compensation committee is mindful of the support our shareholders have expressed for our compensation program, policies and practices.

  45. Annual Bonuses

    Annual Bonuses Our compensation committee has the authority and discretion to award bonuses to our named executive officers. We believe bonuses provide an effective tool to motivate and retain our employees, including our named executive officers, and achieve our business objectives. With respect to our payment of bonuses, the compensation committee generally establishes an annual target bonus amount for each named executive officer. This amount is calculated as a percentage of the named executive officer’s base salary and typically ranges from 25% to 100%. The target amounts are reviewed and revised as needed to align with competitive market compensation paid to similarly situated executives at the companies in the Peer Group and to properly address individual responsibilities and experience, internal pay equity and other factors. The extent to which bonuses are actually paid is determined at the discretion of the compensation committee based primarily upon an assessment of our achievement of the corporate performance objectives for the year, with consideration also being given to an assessment of each named executive officer’s individual performance and contribution to the achievement of our corporate performance objectives. Preliminary performance objectives are established by the board of directors, with input from our named executive officers and other members of senior management, as corporate goals that reflect our business priorities for the year.

  46. Annual Bonuses

    | Omeros Corporation | 2026 Proxy Statement | 31 |

  47. Annual Bonuses

    For each performance year, the compensation committee, in consultation with the board of directors, reviews the corporate performance objectives to determine and confirm their appropriateness for use as performance metrics for purposes of named executive officer compensation. The objectives may be revisited during the year and potentially restated in the event of significant changes in corporate strategy or the occurrence of significant corporate events. The compensation committee retains full discretion to adjust individual bonus awards upwards for exceptional performance and to otherwise adjust bonus awards upwards or downwards to respond to changes in competitive compensation or other factors not measured by corporate or individual performance in any given year. In addition, depending on the company’s cash position, the compensation committee has the discretion, after consulting with the board of directors and our CEO, to not pay cash bonuses to conserve cash and support ongoing development programs and commercialization efforts. Corporate performance factors established in connection with compensation decisions for the 2024 performance year, which formed the basis for bonuses paid during 2025, included objectives related to:

  48. Annual Bonuses

    | • | resubmission of our biologics license application for narsoplimab in TA-TMA; |

  49. Annual Bonuses

    | • | rapidly advancing our pipeline of earlier-stage complement inhibitors by completing key clinical milestones in our zaltenibart and OMS1029 programs; |

  50. Annual Bonuses

    | • | advancing development of our oncology, infectious disease and other discovery-stage programs; |

  51. Annual Bonuses

    | • | strengthening our financial position and advancing strategic objectives through completion of non-dilutive financing transactions; and |

  52. Annual Bonuses

    | • | other strategic objectives. |

  53. Annual Bonuses

    In March 2025, our board of directors reviewed the corporate performance objectives previously established for 2024 and determined that the corporate performance objectives for 2024 had been achieved at the 100% level. The compensation committee approved cash bonuses for our named executive officers in December 2025. The cash bonuses awarded to Messrs. Borges and Cancelmo were equal to 100% of their target bonus amounts, which were set at 35% of their 2024 base salaries. Accordingly, Messrs. Borges and Cancelmo received bonus payments of $113,750 and $171,318, respectively. In recognition of Dr. Demopulos’ leadership role in the achievement of each of the corporate performance objectives in 2024 and 2025, the compensation committee approved a cash bonus payment to Dr. Demopulos of $972,525, equal to 100% of his target bonus amount, which was set at 100% of his 2024 base salary.

  54. Annual Bonuses

    | 32 | 2026 Proxy Statement | Omeros Corporation |

  55. Equity Compensation

    Equity Compensation Historically, we have not applied a specific formula to determine the size of the equity awards that are granted to our executive officers. Instead, the compensation committee has exercised its judgment, historically taking into consideration, among other things, Peer Group and market data compiled by Compensia as well as company performance, an evaluation of the expected and actual performance of each named executive officer, each named executive officer’s responsibilities, experience, skills and contributions, the cash compensation received by each named executive officer, relative internal pay equity and market conditions. The compensation committee generally also considers the existing equity holdings of each named executive officer, including the current economic value of their unvested equity and the ability of these unvested holdings to satisfy our objectives of retaining and incentivizing our executive officers. Based on these factors, the compensation committee, with data received from Compensia and, with respect to Messrs. Borges and Cancelmo, input from the CEO, determines the size of each award at levels it considers appropriate to create a meaningful opportunity for reward predicated on the creation of long-term shareholder value. The compensation committee has historically granted equity awards to our named executive officers in the form of stock options, although it is authorized to grant other types of equity awards, including restricted stock and restricted stock units, and may do so in the future. The compensation committee grants stock option awards on an annual basis. In June 2025, the compensation committee granted stock option awards to our employees, including our named executive officers. In determining the size of the stock option awards for the named executive officers, the compensation committee considered their individual performance and corporate milestones achieved in 2024, discussed above, recent grant levels, as well as internal equity and related factors. Historically, stock option awards granted by our compensation committee in connection with annual performance reviews vest in equal monthly installments over a four-year period. The per share exercise price for our stock option awards is equal to the fair market value of our common stock on the date of grant. The fair market value is the closing public trading price of our common stock on the date of grant or, if the equity award is granted on a day when the trading market for our common stock is closed, the closing public trading price on the most recent trading day prior to the date of grant. The stock option awards granted to our named executive officers in June 2025 have an exercise price of $3.20 per share and vest in equal monthly installments over a four-year period commencing April 1, 2025. The stock option awards granted to our named executive officers in 2025 were as follows:

  56. Equity Compensation

    | NAME | NUMBER OF SHARES OF COMMON STOCK UNDERLYING STOCK OPTION AWARDS GRANTED IN 2025 | | Gregory A. Demopulos, M.D. | 865,000 | | David J. Borges | 95,000 | | Peter B. Cancelmo, J.D. | 100,000 |

  57. Equity Compensation

    | Omeros Corporation | 2026 Proxy Statement | 33 |

  58. Retirement and Other Benefits

    Retirement and Other Benefits We have established a broad-based tax-qualified Section 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Under this plan, participants may elect to make pre-tax contributions, or post-tax contributions under a Roth option, of up to 100% of their current compensation, not to exceed the applicable statutory income tax limitation (which was $23,500 in 2025, $31,000 if age 50 to 59 or 64 and older, or $34,750 if age 60 to 63). We have an annual matching program based on salary deferral contributions made by participants in the plan. The company contribution is a match of the amount participants contribute to the plan, up to 4% of their eligible earnings or a maximum employer match of $4,000 per year. Participants must be employed with the company at December 31 of each year to be eligible for the matching contribution. The matching contribution vests at 25% per year beginning upon the participant’s initial employment at the company. We intend for the plan to qualify under Section 401(a) of the Internal Revenue Code (the Code), so that deferral contributions by participants to the plan, and income earned on plan contributions, are not taxable to participants until withdrawn from the plan. Additional benefits received by our employees, including our named executive officers, consist of medical, dental and vision benefits, medical and dependent care flexible spending accounts, short- and long-term disability insurance, accidental death and dismemberment insurance and basic life insurance coverage. These benefits are provided to our named executive officers on the same basis as to all of our full-time employees.

  59. Employment Agreement and Post-Employment Compensation

    Employment Agreement and Post-Employment Compensation Except for our CEO, we do not have employment agreements with our named executive officers. For a summary of the material terms and conditions of the employment agreement with our CEO, see ‘‘Employment Agreement with Gregory A. Demopulos, M.D.’’ below. Our CEO’s current employment agreement, which was entered into in 2010, was deemed necessary by our compensation committee to provide a competitive compensation package to retain someone with his unique skill set and medical expertise. At the same time, the compensation committee was sensitive to the need to balance the market competitiveness with the financial limitations of a development-stage life sciences company.

  60. Employment Agreement and Post-Employment Compensation

    | 34 | 2026 Proxy Statement | Omeros Corporation |

  61. Employment Agreement and Post-Employment Compensation

    As part of his compensation package, the CEO’s employment agreement includes certain severance obligations and other provisions that apply in the event of termination of his employment under specified circumstances, including following a change in control of our company. The compensation committee determined that these provisions were necessary to induce our CEO to limit his medical practice in exchange for the uncertainty of a demanding position in the company and were developed based on negotiations with our CEO. The compensation committee believes that these protections continue to serve a retention purpose and help our CEO maintain his focus on his duty to maximize shareholder value if there is a potential transaction that could involve a change in control of our company. For a summary of these provisions, see ‘‘Potential Payments upon Termination or Change in Control’’ below. In addition, we provide all our employees, including our named executive officers, with accelerated vesting benefits for their equity awards in the event of a change in control of the company. We have provided this benefit to encourage our employees to focus on their responsibilities and not be distracted by the potential effect of a change in control of our company on their employment status. For a summary of the material terms and conditions of these benefits, see ‘‘Potential Payments upon Termination or Change in Control’’ below.

  62. Equity Award Grant Timing Practices

    Equity Award Grant Timing Practices While we do not have a formal policy with respect to the timing of our equity award grants, the compensation committee has endeavored to grant such awards on a consistent annual schedule, with retroactive vesting of awards beginning on April 1 of the year of grant. The compensation committee or our CEO may also grant equity awards at other times of the year to employees at the assistant vice president level and below, for example, in connection with new hires and promotions. We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation.

  63. Taxation of ‘‘Parachute’’ Payments and Deferred Compensation

    Taxation of ‘‘Parachute’’ Payments and Deferred Compensation Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control of our company that exceeds certain prescribed limits, and that our company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We are not obligated to provide any named executive officer with a ‘‘gross-up’’ or other reimbursement payment for any tax liability that may become payable as a result of the application of Sections 280G or 4999. Section 409A of the Code imposes significant additional taxes if an executive officer, director or service provider receives ‘‘deferred compensation’’ that does not satisfy the restrictive conditions of the provision. Although we did not have a traditional nonqualified deferred compensation plan in place for our executive officers during 2024, Section 409A applies to certain equity awards and severance arrangements. We believe that we have structured our equity awards in a manner intended to comply with the applicable Section 409A conditions.

  64. Summary Compensation Table

    Summary Compensation Table The following table reflects our named executive officers’ compensation for the years ended December 31, 2025, 2024 and 2023.

  65. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($)(1) | OPTION AWARDS ($)(2) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | Gregory A. Demopulos, M.D. President, Chief Executive Officer and Chairman of the Board | 2025 | 972,525 | 972,525 | 2,207,974 | 24,984 | 4,178,008 | | | 2024 | 960,947 | 926,214 | 1,851,743 | 25,247 | 3,764,151 | | | 2023 | 917,308 | 5,024,179 | 1,724,564 | 23,792 | 7,689,843 | | David J. Borges(4) Vice President, Finance, Chief Accounting Officer and Treasurer | 2025 | 325,600 | 113,750 | 242,494 | 4,430 | 686,274 | | | 2024 | 311,841 | 68,993 | 242,642 | 4,431 | 627,907 | | Peter B. Cancelmo, J.D. Vice President, General Counsel and Secretary | 2025 | 489,480 | 171,318 | 255,257 | 4,647 | 920,702 | | | 2024 | 483,653 | 163,160 | 255,413 | 4,668 | 906,894 | | | 2023 | 456,548 | 147,550 | 241,198 | 7,337 | 852,633 |

  66. Summary Compensation Table

    | (1) The bonuses paid to each of our named executive officers in 2025, 2024 and 2023 relate to the respective prior year’s performance. In 2023, Dr. Demopulos received an annual bonus payment of $1,024,179 and a discretionary special bonus payment of $4,000,000. |

  67. Summary Compensation Table

    | (2) Amounts shown in this column do not reflect compensation realized by the named executive officers. Instead, the dollar amounts reported in this column represent the grant date fair value of option awards granted to our named executive officers during the applicable year as computed in accordance with FASB ASC Topic 718. The assumptions used to calculate the value of option awards are set forth in Note 13, Stock-Based Compensation, to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeiture related to service-based vesting conditions. Realization of the compensation reported in this column, if any, is dependent upon the price of our common stock at the time the stock options are exercised. |

  68. Summary Compensation Table

    | (3) All Other Compensation includes perquisites and other personal benefits paid to Dr. Demopulos of $20,555, $20,799 and $19,117 in 2025, 2024 and 2023, respectively. Perquisites and personal benefits consisted of expenses incurred by Dr. Demopulos to retain his medical license, including medical malpractice insurance premiums and practice fees, as well as business-related information technology and parking expenses at a location separate from our headquarters. All Other Compensation for our other named executive officers in 2025 includes life insurance premium payments and 401(k) matching contributions. |

  69. Summary Compensation Table

    | (4) Mr. Borges was appointed as our vice president, finance, chief accounting officer and treasurer effective June 30, 2024. |

  70. Summary Compensation Table

    | Omeros Corporation | 2026 Proxy Statement | 37 |

  71. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table shows certain information regarding grants of plan-based awards made to our executive officers for the year ended December 31, 2025.

  72. 2025 Grants of Plan-Based Awards

    | NAME | GRANT DATE | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#)(1) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/Sh) | GRANT DATE FAIR VALUE OF OPTION AWARDS ($)(2) | | Gregory A. Demopulos, M.D. | 06/30/25 | 865,000(3) | 3.20 | 2,207,974 | | David J. Borges | 06/30/25 | 95,000(3) | 3.20 | 242,494 | | Peter B. Cancelmo, J.D. | 06/30/25 | 100,000(3) | 3.20 | 255,257 |

  73. 2025 Grants of Plan-Based Awards

    | (1) These option awards were granted under the Omnibus Incentive Compensation Plan. |

  74. 2025 Grants of Plan-Based Awards

    | (2) Amounts shown in this column do not reflect compensation realized by the named executive officers. Instead, the dollar amounts reported in this column represent the grant date fair value of option awards granted to our named executive officers during the applicable year as computed in accordance with FASB ASC Topic 718. The assumptions used to calculate the value of option awards are set forth in Note 13, Stock-Based Compensation, to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeiture related to service-based vesting conditions. Realization of the compensation reported in this column, if any, is dependent upon the price of our common stock at the time the stock options are exercised. |

  75. 2025 Grants of Plan-Based Awards

    | (3) The shares subject to this option award vest on a monthly basis in equal amounts over a four-year period beginning on April 1, 2025. |

  76. 2025 Grants of Plan-Based Awards

    | 38 | 2026 Proxy Statement | Omeros Corporation |

  77. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table reflects outstanding equity awards held by each of the named executive officers as of December 31, 2025. The vesting schedule applicable to each outstanding award is described in the footnotes to the table below.

  78. Outstanding Equity Awards at 2025 Fiscal Year-End

    | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | | Gregory A. Demopulos, M.D. | 400,000(1) | — | 10.27 | 02/19/26 | | | 400,000(2) | — | 10.56 | 12/05/26 | | | 375,000(3) | — | 11.55 | 02/26/27 | | | 350,000(4) | — | 13.58 | 04/08/28 | | | 425,000(5) | — | 13.45 | 02/08/29 | | | 450,000(6) | — | 11.91 | 03/01/30 | | | 550,000(7) | — | 14.99 | 07/02/31 | | | 595,833(8) | 54,167 | 3.93 | 09/21/32 | | | 476,667(9) | 238,333 | 2.94 | 09/22/33 | | | 302,083(10) | 422,917 | 3.06 | 04/25/34 | | | 144,167(11) | 720,833 | 3.20 | 06/30/35 | | David J. Borges | 15,000(12) | — | 15.58 | 06/08/30 | | | 6,800(7) | — | 14.99 | 07/02/31 | | | 18,333(8) | 1,667 | 3.93 | 09/21/32 | | | 16,667(9) | 8,333 | 2.94 | 09/22/33 | | | 39,583(10) | 55,417 | 3.06 | 04/25/34 | | | 15,833(11) | 79,167 | 3.20 | 06/30/35 | | Peter B. Cancelmo, J.D. | 20,000(13) | — | 11.85 | 01/02/29 | | | 20,000(14) | — | 16.63 | 06/10/29 | | | 50,000(6) | — | 11.91 | 03/01/30 | | | 20,000(15) | — | 10.22 | 10/26/30 | | | 75,000(7) | — | 14.99 | 07/02/31 | | | 73,333(8) | 6,667 | 3.93 | 09/21/32 | | | 66,667(9) | 33,333 | 2.94 | 09/22/33 | | | 41,667(10) | 58,333 | 3.06 | 04/25/34 | | | 16,667(11) | 83,333 | 3.20 | 06/30/35 |

  79. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) The shares subject to this option award vested on a monthly basis in equal amounts over a four-year period that began on April 1, 2015. |

  80. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) The shares subject to this option award vested on a monthly basis in equal amounts over a four-year period that began on April 1, 2016. |

  81. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) The shares subject to this option award vested on a monthly basis in equal amounts over a four-year period that began on February 26, 2017. |

  82. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) The shares subject to this option award vested on a monthly basis in equal amounts over a four-year period that began on April 1, 2018. |

  83. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Omeros Corporation | 2026 Proxy Statement | 39 |

  84. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (5) The shares subject to this option award vested on a monthly basis in equal amounts over a four-year period that began on February 8, 2019. |

  85. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (6) The shares subject to this option award vested on a monthly basis in equal installments over a four-year period that began on March 1, 2020. |

  86. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (7) The shares subject to this option award vested on a monthly basis in equal installments over a four-year period that began on April 1, 2021. |

  87. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (8) The shares subject to this option award vest on a monthly basis in equal installments over a four-year period that began on April 1, 2022. |

  88. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (9) The shares subject to this option award vest on a monthly basis in equal installments over a four-year period that began on April 1, 2023. |

  89. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (10) The shares subject to this option award vest on a monthly basis in equal installments over a four-year period that began on April 1, 2024. |

  90. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (11) The shares subject to this option award vest on a monthly basis in equal installments over a four-year period that began on April 1, 2025. |

  91. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (12) The shares subject to this option award vested over a four-year period that began on June 8, 2020, with 25% of the total number of shares subject to the option award vesting on June 8, 2021 and the remaining shares vesting on a monthly basis in equal amounts. |

  92. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (13) The shares subject to this option award vested over a four-year period that began on January 1, 2019, with 25% of the total number of shares subject to the option award vesting on January 1, 2020 and the remaining shares vesting on a monthly basis in equal amounts. |

  93. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (14) The shares subject to this option award vested on a monthly basis in equal amounts over a four-year period that began on June 10, 2019. |

  94. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (15) The shares subject to this option award vested on a monthly basis in equal installments over a four-year period that began on October 26, 2020. |

  95. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested There were no option exercises or stock vested by our named executive officers during the year ended December 31, 2025.

  96. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Pursuant to our employment agreement with Dr. Demopulos, we are required to make payments to him upon termination of his employment in the circumstances described below. In addition, under the terms of our equity incentive plans, all of our named executive officers and significant employees are entitled to acceleration of vesting of their option awards upon a merger or change in control under certain conditions or pursuant to terms and conditions as may be determined by the compensation committee according to such plans. See ‘‘Equity Acceleration Upon a Change in Control’’ below. EMPLOYMENT AGREEMENT WITH GREGORY A. DEMOPULOS, M.D.

  97. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure We are required by SEC rules and regulations to disclose the annual total compensation for our CEO and the median annual total compensation for our worldwide employee population excluding our CEO, and the ratio of annual total compensation for our CEO to the annual total compensation for our median employee. To identify our median employee in 2025, we took the following steps:

  98. CEO Pay Ratio Disclosure

    | 1. | We determined that, as of December 31, 2025, our employee population consisted of 173 individuals (excluding our CEO), all of whom reside in the U.S. This population consisted of our full-time, part-time and temporary employees employed with us as of the determination date. |

  99. CEO Pay Ratio Disclosure

    | 2. | To identify the ‘‘median employee’’ from our employee population, we used total W-2 compensation consistently applied to all employees included in the calculation. We annualized the compensation for employees who were not employed by us for all of 2025 for purposes of establishing the distribution of employee compensation within our population and identified the employee nearest the median of this distribution who was employed for the full year 2025 as our median employee. We did not use any statistical sampling techniques and did not make any cost-of-living adjustments in identifying our median employee. |

  100. CEO Pay Ratio Disclosure

    To determine our median employee’s annual total compensation, we identified and calculated the elements of that employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2) of Regulation S-K. Based on this analysis, for 2025 the total compensation of our CEO was $4,178,008, as reported in the Summary Compensation Table above, and the total compensation of our median employee, who is a research scientist, was $191,656. This results in a ratio of annual total CEO compensation to annual total median employee compensation of approximately 21.8 to 1. Our reported CEO pay ratio is an estimate calculated in a manner consistent with SEC rules for identifying the median employee and determining the ratio of his or her compensation to that of our CEO. These rules permit companies to employ a wide range of methodologies, estimates and assumptions. CEO pay ratios reported by other companies, which may have used other permitted methodologies or assumptions, and which may have a significantly different work force structure from ours, are not necessarily comparable to our CEO pay ratio. Also, as noted above, the dollar amount of stock option awards included in the total compensation for our CEO and our median employee represent the grant date fair value of stock option awards as computed in accordance with FASB ASC Topic 718, using assumptions set forth in Note 13, Stock-Based Compensation, to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. Realization of this compensation is dependent upon the price of our common stock at the time the stock options are exercised.

  101. CEO Pay Ratio Disclosure

    | 44 | 2026 Proxy Statement | Omeros Corporation |

  102. Pay Versus Performance

    Pay Versus Performance We are required by SEC rules and regulations to disclose certain information about the relationship between executive compensation and corporate financial performance measures. The compensation committee does not use the following information as a primary basis for making compensation decisions, nor does it use the performance measures described below to measure performance for incentive-based compensation. This section should be read in conjunction with the section entitled ‘‘Executive Compensation—Compensation Discussion and Analysis’’ above in this proxy statement, which includes additional discussion of the objectives of our executive compensation program and how they are aligned with our financial and operational performance. We have prepared the disclosure in this section in accordance with the requirements that apply to smaller reporting companies.

  103. Pay Versus Performance Table

    Pay Versus Performance Table The following table reflects our named executive officers’ ‘‘compensation actually paid’’ (calculated in accordance with SEC regulations) and certain financial performance measures for each of the years ended December 31, 2025, 2024 and 2023.

  104. Pay Versus Performance Table

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR CEO ($)(1)(2) | COMPENSATION ACTUALLY PAID TO CEO ($)(1)(3)(4) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NAMED EXECUTIVE OFFICERS ($)(1)(2) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NAMED EXECUTIVE OFFICERS ($)(1)(3)(4) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON TOTAL SHAREHOLDER RETURN (TSR) ($)(5) | NET INCOME (LOSS) (IN THOUSANDS) ($) | | 2025 | 4,178,008 | 17,583,391 | 803,488 | 2,347,755 | 759.96 | (3,350) | | 2024 | 3,764,151 | 12,367,163 | 743,615 | 1,756,182 | 437.17 | (156,815) | | 2023 | 7,689,843 | 8,692,540 | 853,301 | 989,547 | 144.69 | (117,813) |

  105. Pay Versus Performance Table

    | (1) For each year shown, the CEO was Gregory A. Demopulos, M.D. For 2025, the other named executive officers were David J. Borges and Peter B. Cancelmo, J.D. For 2024, the other named executive officers were Mr. Borges, Mr. Cancelmo, and Michael A. Jacobsen, our former Vice President, Finance, Chief Accounting Officer and Treasurer. For 2023, the other named executive officers were Mr. Cancelmo and Mr. Jacobsen. |

  106. Pay Versus Performance Table

    | (2) Amounts shown in these columns reflect the corresponding amounts in the ‘‘Total’’ column set forth in the Summary Compensation Table above in this proxy statement. See the footnotes to the Summary Compensation Table for further detail regarding the calculation of the amounts in these columns. |

  107. Pay Versus Performance Table

    | (3) Amounts shown in these columns do not reflect compensation realized by the named executive officers during the years presented. To calculate ‘‘compensation actually paid,’’ the following amounts were deducted from and added to the ‘‘Total’’ compensation set forth in the Summary Compensation Table: |

  108. Pay Versus Performance Table

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL ($) | AMOUNTS REPORTED IN THE SUMMARY COMPENSATION TABLE FOR OPTION AWARDS ($) | FAIR VALUE OF OPTION AWARDS GRANTED DURING THE YEAR, OUTSTANDING UNVESTED AT YEAR-END ($) | CHANGE IN FAIR VALUE OF OPTION AWARDS GRANTED IN ANY PRIOR YEAR, OUTSTANDING UNVESTED AT YEAR-END ($) | FAIR VALUE OF OPTION GRANTED AND VESTED IN THE SAME YEAR ($) | CHANGE IN FAIR VALUE OF OPTION GRANTED IN PRIOR YEAR, VESTED DURING THE YEAR ($) | FAIR VALUE OF OPTION AWARDS GRANTED IN ANY PRIOR YEAR, FORFEITED DURING THE YEAR ($) | COMPENSATION ACTUALLY PAID ($) | | Principal Executive Officer | | | | | | | | | | 2025 | 4,178,008 | (2,207,974) | 11,725,396 | 5,092,073 | 591,718 | (1,795,830) | — | 17,583,391 | | 2024 | 3,764,151 | (1,851,743) | 5,460,092 | 4,037,908 | 515,306 | 441,449 | — | 12,367,163 | | 2023 | 7,689,843 | (1,724,564) | 1,587,792 | 424,137 | 250,256 | 465,076 | — | 8,692,540 | | Average for Non-CEO Named Executive Officers | | | | | | | | | | 2025 | 803,488 | (248,876) | 1,321,649 | 583,968 | 66,697 | (179,172) | — | 2,347,755 | | 2024 | 743,615 | (251,156) | 740,563 | 409,059 | 69,895 | 44,207 | — | 1,756,182 | | 2023 | 853,301 | (241,198) | 222,068 | 55,986 | 35,002 | 64,389 | — | 989,547 |

  109. Pay Versus Performance Table

    | Omeros Corporation | 2026 Proxy Statement | 45 |

  110. Pay Versus Performance Table

    | (4) Fair value or change in fair value, as applicable, of option awards in the ‘‘Compensation Actually Paid’’ columns was determined by reference to a Black-Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing public trading price of our common stock on the applicable revaluation date as the current market price and with an expected life set equal to the original expected life determined at grant, reduced by the amount of time elapsed from the grant date to the revaluation date, and in all cases based on volatility and risk-free interest rates determined as of the revaluation date based on the remaining expected life and based on an expected dividend rate of 0%. In addition, the risk-free interest rates are based on the quarter-to-date average for the applicable U.S. Treasury yield as of the revaluation date. For additional information on the assumptions used to calculate the valuation of the awards, see the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the applicable year. |

  111. Pay Versus Performance Table

    | (5) Represents the value, as of the last day of the indicated fiscal year, of an investment of $100 in our common stock on December 30, 2022, the last trading day of that fiscal year. |

  112. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Relationship Between Compensation Actually Paid and Financial Performance Measures “Compensation actually paid” as described in this disclosure is calculated in accordance with SEC regulations and does not reflect the value realized by our named executive officers or how our compensation committee evaluates compensation decisions in light of company or individual performance. We do not use cumulative total shareholder return and net income (loss) as performance measures in our executive compensation program. However, we do use several other performance measures to align executive compensation with our performance. As described in more detail in the section entitled ‘‘Executive Compensation—Compensation Discussion and Analysis’’ above in this proxy statement, our named executive officers are eligible to receive annual performance-based cash bonuses that are designed to provide appropriate incentives to achieve defined annual corporate objectives that are primarily operational, rather than financial, in nature. We also provide equity compensation in the form of stock options to incentivize and reward our named executive officers for long-term corporate performance based on the anticipated increase in value of our common stock in the future (as opposed to historical total shareholder return). These equity awards strongly align our named executive officers’ interests with those of our shareholders by providing a continuing financial incentive to maximize long-term value for our shareholders.

  113. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | 46 | 2026 Proxy Statement | Omeros Corporation |

  114. Relationship Between Compensation Actually Paid and Financial Performance Measures

    The following graphs illustrate the relationship between each of the financial performance measures in the Pay Versus Performance Table above and ‘‘compensation actually paid’’ to our CEO (referred to as ‘‘CEO CAP’’) and, on average, to our other named executive officers (such average referred to as ‘‘NEO CAP’’) for each of the three years ended December 31, 2025.

  115. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | COMPENSATION ACTUALLY PAID VS NET INCOME (LOSS) | COMPENSATION ACTUALLY PAID VS TSR | | | |

  116. Relationship Between Compensation Actually Paid and Financial Performance Measures

    The information provided in this section entitled ‘‘Pay Versus Performance’’ will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference.

  117. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | Omeros Corporation | 2026 Proxy Statement | 47 |

  118. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | Transactions With Related Persons |

  119. Relationship Between Compensation Actually Paid and Financial Performance Measures

    We have adopted a written policy that prohibits our executive officers, directors and director nominees and principal shareholders, including their immediate family members, from entering into a related-party transaction with us without the approval of our audit committee. Any request for us to enter into a transaction with an executive officer, director or director nominee, principal shareholder, or any of such persons’ immediate family members, in which such party had, has or will have a direct or indirect material interest and where the amount involved exceeds $120,000, other than certain excluded transactions including those involving compensation for services provided to us as an executive officer or director, must be presented to our audit committee for review, consideration and approval. All of our directors and executive officers are required to report to our audit committee any such related-party transaction. In considering the proposed related-party transaction, our audit committee will consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, whether the transaction is fair to us, whether there are business reasons to enter into the transaction and whether the terms of the transaction would be similar if the transaction did not involve a related party, whether the transaction would impair the independence of a non-employee director, the materiality of the transaction and whether the transaction would present an improper conflict of interest between us and the related party. The following is a summary of transactions since January 1, 2024 to which we have been a party in which the amount involved exceeded $120,000 and in which any of our executive officers, directors or beneficial holders of more than five percent of our common stock had or will have a direct or indirect material interest, other than compensation arrangements which are described elsewhere in this proxy statement. We believe that the terms of such transactions are as favorable as those we could have obtained from parties not related to us. Technology Transfer Agreements We are party to technology transfer agreements with Gregory A. Demopulos, M.D. pursuant to which he irrevocably transferred to us all of his intellectual property rights in our early PharmacoSurgery® platform and our former Chondroprotective program, for which we have suspended activity. Other than his rights as a shareholder, Dr. Demopulos has not retained any rights to our PharmacoSurgery platform or Chondroprotective program, except that if we file for liquidation under Chapter 7 of the U.S. Bankruptcy Code or voluntarily liquidate or dissolve, other than in connection with a merger, reorganization, consolidation or sale of assets, Dr. Demopulos and another individual have the right to repurchase the PharmacoSurgery and Chondroprotective intellectual property at their respective then-current fair market values. Indemnification Agreements We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by the board of directors. With certain exceptions, these agreements provide for indemnification for expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding relating to their service to Omeros.

  120. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | 48 | 2026 Proxy Statement | Omeros Corporation |

  121. Relationship Between Compensation Actually Paid and Financial Performance Measures

    The following table sets forth certain information with respect to the beneficial ownership of our common stock at April 17, 2026, for: each person who we know beneficially owns more than five percent of our common stock; each of our directors; each of our named executive officers; and all of our directors and executive officers as a group. We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. Applicable percentage ownership is based on 72,168,330 shares of common stock outstanding at April 17, 2026. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options held by that person that are currently exercisable or will become exercisable within 60 days of April 17, 2026. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each person who owns more than five percent of our common stock listed in the table below is c/o Omeros Corporation, The Omeros Building, 201 Elliott Avenue West, Seattle, Washington 98119.

  122. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | Omeros Corporation | 2026 Proxy Statement | 49 |

  123. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | NAME AND ADDRESS OF BENEFICIAL OWNER | EXERCISABLE STOCK OPTIONS(1) | NUMBER OF SHARES BENEFICIALLY OWNED(2) | PERCENT OF CLASS BENEFICIALLY OWNED | | 5% Security Holders:(3) | | | | | BlackRock, Inc.(4) | — | 4,279,836 | 5.9% | | Named Executive Officers and Directors: | | | | | Gregory A. Demopulos, M.D. | 4,411,042 | 5,880,350 | 7.7% | | David J. Borges | 110,758 | 110,758 | * | | Peter B. Cancelmo, J.D. | 427,501 | 427,701 | * | | Thomas F. Bumol, Ph.D. | 90,000 | 100,000(5) | * | | Thomas J. Cable | 100,000 | 135,067 | * | | Peter A. Demopulos, M.D. | 100,000 | 1,072,898(6) | 1.5% | | Arnold C. Hanish | 100,000 | 112,400 | * | | Leroy E. Hood, M.D., Ph.D. | 100,000 | 174,390 | * | | Diana T. Perkinson, M.D. | 60,000 | 60,000 | * | | Rajiv Shah, M.D. | 100,000 | 100,000 | * | | All executive officers and directors as a group (10 persons) | 5,599,301 | 8,173,564 | 10.5% |

  124. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | * Less than 1% |

  125. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | (1) Represents shares that could be purchased pursuant to the exercise of option awards vested as of and within 60 days of April 17, 2026. |

  126. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | (2) Represents outstanding shares plus the options set forth in the previous column. |

  127. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | (3) The Vanguard Group, Inc. (“Vanguard”) previously reported on its Schedule 13G filed on January 30, 2026 that it held shared voting power with respect to 509,158 shares and shared dispositive power with respect to 4,013,315 shares, collectively representing approximately 5.6% of our outstanding shares as of the record date. On March 27, 2026, Vanguard filed Amendment No. 1 to its Schedule 13G reporting that it went through an internal realignment on January 12, 2026 and that certain subsidiaries or business divisions of subsidiaries of Vanguard that formerly had, or were deemed to have, beneficial ownership with Vanguard will report beneficial ownership separately (on a disaggregated basis) from Vanguard. The filing also noted that Vanguard no longer has, or is deemed to have, beneficial ownership over securities beneficially owned by such subsidiaries and/or business divisions and, accordingly, we have removed Vanguard from this table. |

  128. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | (4) Derived from amount reported in a Schedule 13G filed with the SEC on January 29, 2024. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. The Schedule 13G indicates that BlackRock, Inc. has sole voting power over 4,218,026 shares of common stock and sole dispositive power over 4,279,836 shares of common stock. The Schedule 13G filed by the reporting person provides information as of December 31, 2023 and, consequently, the beneficial ownership of the reporting person may have changed between December 31, 2023 and the date of this proxy statement. |

  129. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | (5) The shares beneficially owned by Dr. Bumol are held of record by a revocable trust, of which Dr. Bumol and his spouse are co-trustees and beneficiaries with shared voting and investment power. |

  130. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | (6) Includes 164,382 shares of common stock held by The Demopulos Family Trust, of which Dr. Peter Demopulos is the trustee and a beneficiary along with his sister and their mother’s estate. Dr. Peter Demopulos disclaims beneficial ownership of the shares held by The Demopulos Family Trust except to the extent of his pecuniary interest therein. Includes 300,000 shares held in the [Demopulos Child #1] Gift Trust, an irrevocable trust established for the benefit of a minor child, of which Dr. Peter Demopulos is the trustee, and 300,000 shares held in the [Demopulos Child #2] Gift Trust, an irrevocable trust established for the benefit of a minor child, of which Dr. Peter Demopulos is the trustee. Dr. Peter Demopulos is not a beneficiary of [Demopulos Child #1] Gift Trust or [Demopulos Child #2] Gift Trust and has no pecuniary interest in the shares held by the Gift Trusts. |

  131. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | 50 | 2026 Proxy Statement | Omeros Corporation |

  132. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Overview We believe that equity-based compensation is fundamental to our attracting, retaining and motivating highly qualified and dedicated employees who have the skills and experience required to achieve our business goals, provides a strong link to our long-term performance, creates an ownership culture and generally aligns the interests of our executives and other employees with those of our shareholders. Consistent with this purpose, we maintain the Omeros Corporation Omnibus Incentive Compensation Plan (as subsequently amended from time to time, the “Plan”). The Plan replaced and superseded the Omeros Corporation 2008 Omnibus Incentive Plan (the “2008 Plan”) upon its initial approval by the shareholders in 2017. At the 2026 Annual Meeting, shareholders are being asked to approve an amendment and restatement of the Plan. The Plan, as amended and restated, is referred to in this proposal as the “Amended and Restated Plan.” Our board of directors approved the Amended and Restated Plan, conditioned upon shareholder approval, primarily for the purposes of increasing the number of shares available for issuance under the Plan, and to extend the term of the Plan for an additional ten years. The Amended and Restated Plan reflects the following principal changes:

  133. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | • | The number of shares authorized for issuance under the Plan is increased by 6,000,000 shares to a total of 23,600,000 shares, plus any shares underlying any awards that were outstanding under the 2008 Plan on the original effective date of the Plan that are terminated, surrendered or canceled without having been fully exercised or that are forfeited in whole or in part after the original effective date of the Plan, which will be available for issuance under the Plan. |

  134. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | • | The term of the Plan will be extended to ten years from the date of shareholder approval in 2026. Without this extension, the Plan would expire in 2027, after which no new awards could be granted. |

  135. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Why We Are Asking our Shareholders to Approve the Amended and Restated Plan The board of directors has approved and recommended that the shareholders approve the Amended and Restated Plan to ensure our ability to grant stock options and other equity awards as inducements to attract, retain and motivate our officers, employees, non-employee directors and other key persons. The Amended and Restated Plan continues the design features of the existing Plan and reflects our commitment to ensuring that our compensation plans and programs reflect best practices for executive compensation and stewardship of corporate resources. We have not increased the number of shares available under the Plan since 2023 and the share increase is aligned to support our ongoing operations and anticipated growth. For example, in

  136. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | Omeros Corporation | 2026 Proxy Statement | 51 |

  137. Relationship Between Compensation Actually Paid and Financial Performance Measures

    anticipation of receiving FDA approval of YARTEMLEA® (narsoplimab-wuug) for the treatment of TA-TMA, which occurred in December 2025, we built out a field sales organization and hired other roles supporting our commercial operations. We anticipate continuing to increase our headcount across functions within our company as we advance our clinical and preclinical development programs and continue to enhance commercial and corporate capabilities. The anticipated growth in our employee headcount is expected to include a number of higher-level and senior positions with respect to which equity awards may be a more significant component of individual compensation, both as an inducement to accept offers of employment and as an ongoing portion of their annual compensation. We operate in a very competitive industry for labor, and our board of directors believes that our future success depends in large part on our ability to offer competitive compensation to attract, retain and motivate talented employees with skills and experience that are highly sought after. Our board of directors believes that approval of the Amended and Restated Plan, including the authorization of the additional shares for issuance thereunder, is appropriate and in the best interests of our shareholders given our current expectations on hiring and the highly competitive environment in which we recruit and retain employees. If the Amended and Restated Plan is not approved by our shareholders, we anticipate that we will exhaust all the shares available for issuance under the Plan in 2026. The inability to make competitive equity awards to attract and retain talented employees in a highly competitive market would adversely affect our business. The following table provides certain information regarding our shares outstanding and the Plan as of March 31, 2026:

  138. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | Shares of common stock outstanding | 71,996,171 | | Number of shares subject to outstanding stock options | 15,583,437 | | Weighted-average exercise price of outstanding stock options | $6.84 | | Weighted-average remaining contractual term of outstanding stock options | 6.61 years | | Shares of common stock available for grant | 3,919,744 |

  139. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Other than the foregoing, no other equity awards were outstanding under the Plan as of March 31, 2026. If shareholders approve the Amended and Restated Plan, these prior awards will remain outstanding and continue to be subject to the award agreements under which they were issued in all respects. The number of remaining securities available for future issuance under the Plan does not reflect the additional 6,000,000 shares authorized under the Amended and Restated Plan if it is approved by our shareholders. Furthermore, the number of shares subject to outstanding stock options does not reflect annual equity grants that are anticipated to be made to employees, including our executive officers, or our non-employee directors during 2026. For more information on anticipated grants to our non- employee directors, see “New Plan Benefits” below. Important Aspects of the Amended and Restated Plan The Amended and Restated Plan continues to include a number of important features, including the following:

  140. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | • | Plan capacity. The maximum number of shares of common stock available for awards under the Amended and Restated Plan is 23,600,000 shares, plus any shares underlying any awards that were outstanding under the 2008 Plan on the original effective date of the Plan that are terminated, surrendered or canceled without having been fully exercised or are forfeited in whole or in part after the original effective date of the Plan. Shares underlying awards granted under the Plan that are terminated, surrendered or canceled without having been fully exercised or that are forfeited in whole or in part will be available for issuance under the Amended and Restated Plan. The authorization of additional shares for issuance under the Amended and Restated Plan would require further shareholder approval. |

  141. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | 52 | 2026 Proxy Statement | Omeros Corporation |

  142. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | • | Fungible plan design. The Amended and Restated Plan provides that grants of “full-value” awards, such as restricted stock and restricted stock units, are deemed for purposes of determining the number of shares available for future grants under the Amended and Restated Plan as an award for 1.5 shares for each share of common stock subject to the award. Grants of stock options or stock appreciation rights are deemed to be an award of one share for each share of common stock subject to the award. This plan structure provides the company with flexibility to determine the equity awards that are best suited for its needs while at the same time recognizing that certain types of awards may be more valuable than others. We believe the size of the share reserve request will be sufficient to meet our objectives for providing equity incentive compensation until the 2028 annual meeting of shareholders, at which time we expect to seek approval of an increase in the number of reserved shares under the Amended and Restated Plan. |

  143. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | • | Repricing is prohibited without shareholder approval. The Amended and Restated Plan prohibits the repricing of outstanding stock options and stock appreciation rights, whether by amending an existing award or by substituting a new award at a lower price, or by any other action that would be treated as a repricing for accounting purposes, unless we obtain shareholder approval. The Amended and Restated Plan provides that the company may not repurchase for cash outstanding stock options or stock appreciation rights. |

  144. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | • | Limitations on share recycling. Shares tendered or held back to cover taxes or the exercise price for a stock option award will not be added back to the reserve pool under the Amended and Restated Plan. Upon the exercise of a stock option, the full number of shares underlying the award will be charged to the reserve pool. Additionally, shares we reacquire on the open market or otherwise using cash proceeds of option exercises will not be added to the reserve pool. |

  145. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | • | No dividend payment for unvested awards. We have never paid dividends on our common stock and do not anticipate paying dividends in the foreseeable future. However, to the extent we do pay dividends in the future, dividends or dividend equivalents (even if accrued) will not be paid on equity awards granted under the Amended and Restated Plan unless and until such award has vested. |

  146. Relationship Between Compensation Actually Paid and Financial Performance Measures

    The Amended and Restated Plan also introduces the following new provision intended to further align the Plan with market practices and shareholder expectations:

  147. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | • | Clawback compliance. Awards granted under the Amended and Restated Plan are expressly subject to the company’s clawback and recoupment policies, including those adopted to comply with applicable law and stock exchange requirements, and any other applicable law or regulation that imposes mandatory recoupment. |

  148. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Summary of the Amended and Restated Plan The following is a description of the principal terms of the Amended and Restated Plan. The Amended and Restated Plan is attached as Appendix A to this proxy statement. This summary does not purport to be a complete description of all terms of the Amended and Restated Plan and is qualified in its entirety by reference to the text of the Amended and Restated Plan. Plan Administration The Amended and Restated Plan is administered by the board of directors, the compensation committee or by a similar committee performing the functions of the compensation committee. We refer to this administering body as the plan administrator. The plan administrator has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants and to determine the specific terms and conditions of each award, subject to the provisions of the Amended and Restated Plan. The plan administrator may delegate the administrative responsibilities of the Amended and Restated Plan and the board of directors may also delegate to the company’s chief executive officer a portion of its authority to grant awards, subject to certain limitations.

  149. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | Omeros Corporation | 2026 Proxy Statement | 53 |

  150. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Eligibility and Limitations on Grants Persons eligible to participate in the Amended and Restated Plan will be directors, officers, employees, consultants, advisors and other service providers of the company and its subsidiaries, as selected from time to time by the plan administrator. As of March 31, 2026, approximately 192 employees and non-employee directors (consisting of approximately 185 employees, including our three executive officers, and seven non-employee directors) would be eligible to participate in the Amended and Restated Plan. The maximum aggregate number of shares of common stock that may be granted under the Amended and Restated Plan is 23,600,000 shares, plus any shares underlying any awards that were outstanding under the 2008 Plan on the effective date of the Plan that are terminated, surrendered or canceled without having been fully exercised or are forfeited in whole or in part after June 16, 2017, which was the initial effective date of the Plan. All of such shares may be delivered pursuant to incentive stock options (ISOs) granted under the Amended and Restated Plan. For purposes of calculating the maximum number of shares that may be issued pursuant to all awards under the Amended and Restated Plan, every one share issuable pursuant to the exercise of a stock option or stock appreciation right shall count as one share, and every one share underlying restricted stock, restricted stock units, or other stock-based awards shall count as 1.5 shares. Stock Options Stock options may be granted under the Amended and Restated Plan pursuant to option agreements. The Amended and Restated Plan permits the grant of stock options that are intended to qualify as ISOs and options that are not intended to qualify as ISOs, which are commonly referred to as “nonstatutory” or “nonqualified” stock options. Generally, ISOs may be granted only to employees of the company and its subsidiaries. The differing tax treatment of ISOs and nonqualified stock options is discussed below under “Material U.S. Federal Income Tax Consequences of Participation in the Amended and Restated Plan.” The exercise price of a nonqualified stock option may not be less than 100% of the fair market value of the common stock subject to the stock option on the date of grant. The exercise price of an ISO may not be less than 100% of the fair market value of the common stock subject to the stock option on the date of grant and, in some cases, may not be less than 110% of such fair market value. The Amended and Restated Plan prohibits the repricing of outstanding stock options and the exchange of cash or other securities for out-of-the money awards unless approved by our shareholders or in connection with a substitution of the option in connection with a corporate transaction under limited circumstances. Under the Amended and Restated Plan, a transaction subject to these restrictions would include (i) amending an option award to decrease the exercise price, (ii) canceling an outstanding option in conjunction with the grant of a new option with a lower exercise price, (iii) repurchasing options for cash or (iv) any other action that would be treated for accounting purposes as a repricing of the option. The term of stock options granted under the Amended and Restated Plan may not exceed 10 years and, in some cases, may not exceed five years. Acceptable forms of consideration for the purchase of our common stock pursuant to the exercise of a stock option under the Amended and Restated Plan will be determined by the plan administrator and may include payment by cash, certified or bank check, promissory note or consideration under a broker-assisted (or other) cashless exercise program. The plan administrator may also accept payment in the form of unrestricted common stock already owned by the optionee of the same class of common stock subject to the stock option; provided, however, that in the case of an ISO, the right to make payment in the form of already owned shares of common stock of the same class as the common stock subject to the ISO may be authorized only at the time the ISO is granted.

  151. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | 54 | 2026 Proxy Statement | Omeros Corporation |

  152. Relationship Between Compensation Actually Paid and Financial Performance Measures

    After termination of an employee, director or consultant, he or she may exercise his or her option award for the period of time stated in the option agreement and plan. Unless otherwise specified in an option agreement or otherwise, if termination is due to death or disability, the option will remain exercisable for 12 months and, in all other cases, the option will remain exercisable for three months. However, an option may not be exercised later than the expiration of its term. Stock Appreciation Rights Stock appreciation rights may be granted under the Amended and Restated Plan pursuant to stock appreciation right agreements. Each stock appreciation right is denominated in common stock equivalents. The strike price of each stock appreciation right will be determined by the plan administrator but will in no event be less than 100% of the fair market value of the common stock subject to the stock appreciation right on the date of grant. The Amended and Restated Plan prohibits the repricing of stock appreciation rights or the exchange of cash or other securities for out-of-the-money awards unless approved by our shareholders or in connection with a substitution of the stock appreciation right in connection with a corporate transaction under limited circumstances. Under the Amended and Restated Plan, a transaction subject to these restrictions would include (i) amending a stock appreciation right to decrease the exercise price, (ii) canceling an outstanding stock appreciation right in conjunction with the grant of a new stock appreciation right with a lower exercise price, (iii) repurchasing stock appreciation rights for cash (other than pursuant to the terms established at the initial time of issuance), or (iv) any other action that would be treated for accounting purposes as a repricing of the stock appreciation right. The plan administrator may also impose restrictions or conditions upon the vesting of stock appreciation rights that it deems appropriate. The appreciation distribution payable upon exercise of a stock appreciation right may be paid in shares of our common stock, in cash, or in a combination of cash and stock at the election of the plan administrator. Stock appreciation rights expire under the same rules that apply to stock options. Restricted Stock Awards Restricted stock may be granted under our Amended and Restated Plan. Restricted stock awards are shares of our common stock that vest in accordance with terms and conditions established by the plan administrator. The plan administrator will determine the number of shares of restricted stock granted to any employee. The plan administrator may impose whatever conditions to vesting it determines to be appropriate. For example, the plan administrator may set restrictions based on the achievement of specific performance goals. Shares of restricted stock that do not vest will revert to the company. Restricted Stock Units Restricted stock units may be granted under our Amended and Restated Plan. Restricted stock units are awards of restricted stock, performance shares or performance units that are paid out in installments or on a deferred basis. The plan administrator determines the terms and conditions of restricted stock units including the vesting criteria and the form and timing of payment. Performance Units and Shares Performance units and performance shares may be granted under our Amended and Restated Plan. Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the plan administrator are achieved or the awards otherwise vest. The plan administrator will establish organizational or individual performance goals in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. Performance units shall have an initial dollar value established by the plan administrator prior to the grant date. Performance shares will have an initial value equal to the fair market value of our common stock on the grant date. Payment for performance units and performance shares may be made in cash or in shares of our common stock with equivalent value, or in some combination, as determined by the plan administrator.

  153. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | Omeros Corporation | 2026 Proxy Statement | 55 |

  154. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Other Awards The plan administrator is permitted to grant other awards of cash or our common stock or awards that are valued in whole or in part by reference to, or are otherwise based upon, common stock, including, without limitation, dividend equivalents. Transferability of Awards Unless the administrator provides otherwise, the Amended and Restated Plan generally does not allow for the transfer of awards during a participant’s lifetime and only the recipient of an award may exercise an award during his or her lifetime. Change in Control Provisions Under the Amended and Restated Plan, in the case of a merger or change in control (as defined in the Amended and Restated Plan), unless otherwise provided by the plan administrator, if awards are not assumed or substituted for awards issued by the successor that are comparable or are not replaced with a comparable cash incentive program of the successor:

  155. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | • | all outstanding stock options and stock appreciation rights will immediately become fully vested and exercisable; |

  156. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | • | all restrictions on restricted stock and restricted stock units will lapse; and |

  157. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | • | all outstanding performance awards will be considered earned and payable in full at the target performance goal level. |

  158. Relationship Between Compensation Actually Paid and Financial Performance Measures

    In addition, in the event that the employment of a participant is terminated without cause (as defined in the Amended and Restated Plan), or there is a constructive termination (as defined in the Amended and Restated Plan), in connection with, or within 12 months following, a change in control, all outstanding stock options and stock appreciation rights of such person will immediately become fully vested and exercisable, all restrictions on restricted stock and restricted stock units will lapse, all performance goals or other vesting requirements for performance shares and units will be deemed achieved, and all other terms and conditions will be deemed to have been met. In the event the service of a non-employee director is terminated on or following a merger or change in control, other than pursuant to a voluntary resignation, his or her options and stock appreciation rights will fully vest and become immediately exercisable, all restrictions on restricted stock and restricted stock units will lapse, all performance goals or other vesting requirements for performance shares and units will be deemed achieved, and all other terms and conditions will be deemed to have been met. Tax Withholding Participants in the Amended and Restated Plan are responsible for the payment of any federal, state, local or foreign taxes that we are required by law to withhold upon any option exercise or vesting of other awards. Unless otherwise determined, withholding obligations may be settled with common stock, including common stock that is part of the award that gives rise to the withholding requirement. Limitation on Deductions Under Section 162(m) of the Code, our deduction for certain awards under the Amended and Restated Plan may be limited to the extent that any “covered employee” (generally, any individual who, after 2016, is or was the principal executive officer, principal financial officer or other executive officer whose compensation is or was required to be reported in the Summary Compensation Table and, after 2026, the five highest paid employees other than such officers) receives compensation in excess of $1.0 million a year.

  159. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | 56 | 2026 Proxy Statement | Omeros Corporation |

  160. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Amendments and Termination The board of directors may amend, alter, suspend or terminate the Amended and Restated Plan, but no amendment, alteration, suspension or termination will be made that would impair the rights of a recipient under an award without such recipient’s consent. We will obtain shareholder approval for any amendment to the Amended and Restated Plan to the extent required by applicable law and listing requirements. Material U.S. Federal Income Tax Consequences of Participation in the Amended and Restated Plan The following is a brief summary of the material U.S. federal income tax consequences associated with awards under the Amended and Restated Plan, based on current U.S. federal income tax laws and Treasury regulations promulgated thereunder, all as in effect or existence as of the date of this proxy statement. We have not sought, nor do we intend to seek, any ruling from the U.S. Internal Revenue Service with respect to the statements made in this section. This summary is not intended to be exhaustive, does not constitute tax advice and, among other things, does not describe state, local or foreign tax consequences. Moreover, the tax effects of participation in the Amended and Restated Plan may vary depending on the facts and circumstances pertaining to each participant. Each participant who receives an award under the Amended and Restated Plan should consult his or her own tax advisor with respect to his or her individual tax position and the effect of any legislative revisions on such position. Unrestricted Stock. Generally, a participant receiving an award of unrestricted stock will recognize taxable income at the time unrestricted stock is granted. The taxable income will equal the excess of the fair market value of the unrestricted stock on the grant date over any amount the participant pays for the unrestricted stock. We generally will be entitled to an income tax deduction equal to the amount of ordinary income a participant recognizes in connection with an award of unrestricted stock. Restricted Stock. The grant of restricted stock generally does not result in taxable income to a participant or a tax deduction for us. At the time the restrictions expire, however, a participant will realize ordinary taxable income in an amount equal to the fair market value of the stock on the date the restrictions expire. However, a participant may instead elect to include the value of the stock in income at the time of grant by making a “section 83(b) election.” If the participant later forfeits the restricted stock, the participant will not be able to deduct the amount previously recognized as income (although he or she might be able to claim a capital loss equal to any amount actually paid for the shares). We generally will be entitled to an income tax deduction equal to the amount of ordinary income a participant recognizes in connection with an award of restricted stock. The deduction generally will be allowed for the taxable year in which the participant recognizes such ordinary income. In addition, after the restriction period, a participant will be taxed on the accumulated dividends paid with respect to restricted stock as compensation, and we will be entitled to a corresponding deduction in the year the dividends were paid. However, if a participant makes a section 83(b) election to be taxed on the value of a restricted stock award granted when the award is granted, dividends paid with respect to the award will be taxed as dividends and will not be deductible by us. Incentive Stock Options. ISOs are intended to meet the requirements of Section 422 of the Code. Generally, the grant of an ISO does not result in taxable income to the participant or a tax deduction for us. The exercise of an ISO will not result in ordinary taxable income to the participant (although the difference between the exercise price and the fair market value of the common stock subject to the ISO may result in alternative minimum tax liability to the participant) and we will not be allowed a deduction at any time in connection with such award, if the following conditions are met:

  161. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | • | at all times during the period beginning with the date of the grant and ending on the day three months before the date of exercise, the participant is an employee of our company or an affiliate; and |

  162. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | • | the participant makes no disposition of stock within two years from the date of grant or within one year after the stock is transferred to the participant. |

  163. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | Omeros Corporation | 2026 Proxy Statement | 57 |

  164. Relationship Between Compensation Actually Paid and Financial Performance Measures

    The three-month period is extended to one year in the event of disability and is waived in the event of death of the participant. If the stock is sold by the participant after meeting these conditions, any gain realized over the exercise price ordinarily will be treated as long-term capital gain, and any loss will be treated as long-term capital loss, in the year of the sale. If the participant fails to comply with the employment or holding period requirements discussed above, the participant will recognize ordinary taxable income in an amount equal to the lesser of:

  165. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | • | the excess of the fair market value of the common stock subject to the ISO on the date of exercise over the exercise price; or |

  166. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | • | if the employment period (but not the holding period) described above is satisfied and if the disposition occurs in an arm’s length sale or exchange with an unrelated party, the excess of the amount realized upon such disposition over the exercise price. |

  167. Relationship Between Compensation Actually Paid and Financial Performance Measures

    If the participant realizes ordinary taxable income on account of such a disqualifying disposition (described above), a corresponding deduction will be allowed to us for the same year. If a participant pays the exercise price for an ISO with common stock already owned and the participant receives back a larger number of shares, a number of shares of common stock equal to the number of shares used to pay the exercise price will have a tax basis equal to that of the stock originally used to pay the exercise price. The additional newly acquired shares of common stock will have a tax basis of zero. The ISO holding period for the newly acquired common stock will begin on the exercise date. The tax on disposition will be as described above. If the participant uses shares obtained on exercise of an ISO before the end of the incentive stock option holding period for those shares, the participant will be taxed on those shares as though he or she had sold those shares at that time. Nonqualified Stock Options. Nonqualified options are options that are not intended to meet the requirements of Section 422 of the Code. Generally, the grant of a nonqualified stock option does not result in taxable income to the participant or a tax deduction for us. Upon exercise of a nonqualified stock option, the participant will generally realize compensation taxable as ordinary income in an amount equal to the difference between the exercise price and the fair market value of the common stock subject to the stock option on the date of exercise, and we will be entitled to a corresponding deduction for the same year. The participant’s basis in such shares will be the fair market value on the date income is realized, and when the participant disposes of the shares he or she will recognize capital gain or loss, either long-term or short-term, depending on the holding period of the shares. If a participant who exercises a nonqualified stock option pays the exercise price by tendering common stock and receives a larger number of shares back, the participant will realize taxable income in an amount equal to the fair market value of the additional common stock received on the date of exercise, less any cash paid in addition to the shares tendered. Upon a subsequent sale of the common stock, the number of shares equal to the number delivered as payment of the exercise price will have a tax basis equal to that of the shares originally tendered. The additional newly acquired common stock obtained upon exercise of the nonqualified stock option will have a tax basis equal to the fair market value of such common stock on the date of exercise. Stock Appreciation Rights. Generally, the grant of a stock appreciation right does not result in taxable income to the participant or a tax deduction for us. Upon exercise of a stock appreciation right, the participant will generally realize ordinary taxable income in an amount equal to the excess of the fair market value of the common stock on the date the stock appreciation right is exercised over the exercise price of the stock appreciation right, and we will be entitled to a corresponding deduction for the same year.

  168. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | 58 | 2026 Proxy Statement | Omeros Corporation |

  169. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Performance Shares and Performance Units. The grant of a performance share or performance unit does not result in taxable income to the participant or a tax deduction for us. Upon the expiration of the applicable performance period and receipt of the common stock distributed in payment of the award or an equivalent amount of cash, the participant will realize ordinary taxable income equal to the full fair market value of the common stock delivered or the amount of cash paid. At that time, we generally will be allowed a corresponding tax deduction for the same year equal to the compensation taxable to the participant. Dividend Equivalents. Dividend equivalents generally are taxed as compensation when they are paid to the participant, and we receive a corresponding deduction for the same year. Restricted Stock Units. A recipient of a restricted stock unit award realizes ordinary income when the award is settled in shares or cash. The ordinary income realized on the payment date equals the full fair market value of the common stock or other property delivered or the amount of cash paid. At that time, we generally will be allowed a corresponding tax deduction for the same year equal to the compensation taxable to the participant. Other Cash Incentive Awards. A recipient of a cash incentive award realizes ordinary income when the award is paid in cash. The ordinary income realized equals the amount of cash paid. At that time, we generally will be allowed a corresponding tax deduction for the same year equal to the compensation taxable to the participant. Section 409A. Section 409A of the Code applies to amounts that are considered “nonqualified deferred compensation.” If a deferred compensation arrangement, including certain awards that may be issued under the Amended and Restated Plan, does not meet the requirements of Section 409A of the Code, the timing of taxation for these amounts could be accelerated (meaning these amounts could become immediately taxable). Also, an additional 20% income tax, as well as penalties and interest, could be imposed upon the applicable participants in the Amended and Restated Plan. Although the plan administrator intends to administer the Amended and Restated Plan so that awards will be exempt from, or will comply with, the requirements of Section 409A of the Code, we do not warrant that any award under the Amended and Restated Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law. Parachute Payments. In the event any payments or rights accruing to a participant upon a change in control (as described under “Change in Control Provisions” above), including any payments or vesting under the Amended and Restated Plan triggered by a change in control, constitute “parachute payments” under Section 280G of the Code, depending on the amount of such payments and the other income of the participant, the participant may be subject to an excise tax (in addition to ordinary income tax), and we may be disallowed a deduction for the amount of the actual payment.

  170. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | Omeros Corporation | 2026 Proxy Statement | 59 |

  171. Relationship Between Compensation Actually Paid and Financial Performance Measures

    New Plan Benefits The plan administrator has not made any determinations with respect to awards to be made under the Amended and Restated Plan to any individual named executive officer, the named executive officers as a group, non-employee directors as a group or non-executive officer employees as a group. As described under “Non-Employee Director Compensation” in this proxy statement, under our non-employee director compensation policy, each non-employee director nominee who has served as a director for at least six months and who will continue to serve as a member of the board of directors following the 2026 Annual Meeting will be granted a stock option to purchase 15,000 shares of common stock on the date of the 2026 Annual Meeting. These options will be granted regardless of the outcome of this proposal. In addition, if we appoint new directors, each such new director will receive an option to purchase 30,000 shares of our common stock upon his or her initial appointment or election. The following table discloses the expected aggregate amount to be granted to our non-employee directors on the date of the 2026 Annual Meeting, which are the only awards to be made under the Amended and Restated Plan that are determinable at this time:

  172. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | NAME AND POSITION | NUMBER OF SHARES | | Non-Employee Directors who will have served as a director for at least six months as of the date of the 2026 Annual Meeting | 105,000 shares of Common Stock |

  173. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Prior Grants Under the Plan The following table discloses grants made under the Plan to the individuals and groups of individuals stated therein since the initial effective date of the Plan through March 31, 2026.

  174. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | NAME AND PRINCIPAL POSITION | NUMBER OF SHARES GRANTED UNDER PLAN | | Gregory A. Demopulos, M.D. President, Chief Executive Officer and Chairman of the Board | 4,730,000 | | David J. Borges Vice President, Finance, Chief Accounting Officer and Treasurer | 256,800 | | Peter B. Cancelmo, J.D. Vice President, General Counsel and Secretary | 565,000 | | All current executive officers | 5,551,800 | | All non-employee directors | 739,250 | | All non-executive officer employees | 14,362,522 |

  175. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | 60 | 2026 Proxy Statement | Omeros Corporation |

  176. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Market Value of Underlying Shares Our common stock is traded on the Nasdaq Global Market under the symbol “OMER.” On April 27, 2026, the closing price of our common stock, as reported by Nasdaq, was $14.74 per share. Securities Authorized for Issuance Under Equity Compensation Plans The following table provides certain information regarding our equity compensation plans in effect as of December 31, 2025:

  177. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS | WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS | | Equity compensation plans approved by security holders: | | | | | Omnibus Incentive Compensation Plan(1) | 15,954,865 | $6.71 | 3,893,710 | | 2008 Equity Incentive Plan(2) | 2,318,240 | $11.12 | — | | Total | 18,273,105 | $7.27 | 3,893,710 |

  178. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | (1) The Plan provides for the grant of ISOs, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to employees, directors and consultants and subsidiary corporations’ employees and consultants. The Plan replaced the 2008 Plan, and as a result we will not grant any new awards under the 2008 Plan. Any stock option awards granted under the 2008 Plan that were outstanding as of the effective date of the Plan remained in effect pursuant to their terms and, if the award is canceled or is repurchased, the shares underlying such award become available for grant under the Plan. |

  179. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | (2) The 2008 Plan provided for the grant of ISOs, nonqualified stock options, restricted stock, stock appreciation rights, performance units and performance shares to employees, directors and consultants and subsidiary corporations’ employees and consultants. |

  180. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | | The Board Of Directors Recommends that shareholders vote FOR the approval of the Amended and Restated Omeros Corporation Omnibus Incentive Compensation Plan. |

  181. Relationship Between Compensation Actually Paid and Financial Performance Measures

    | Omeros Corporation | 2026 Proxy Statement | 61 |

  182. Relationship Between Compensation Actually Paid and Financial Performance Measures

    The audit committee of our board of directors has appointed Ernst & Young LLP (Ernst & Young) as our independent registered public accounting firm for the current year and the board of directors is asking our shareholders to ratify that appointment. Although current laws, rules and regulations, as well as the charter of the audit committee, require our independent registered public accounting firm to be engaged, retained and supervised by the audit committee, the board considers the selection of the independent registered public accounting firm to be an important matter of shareholder concern and is submitting the selection of Ernst & Young for ratification by shareholders as a matter of good corporate practice. If the shareholders do not ratify the selection of Ernst & Young as our independent registered public accounting firm, the audit committee will consider this vote in determining whether or not to continue the engagement of Ernst & Young. If the shareholders do ratify the selection of Ernst & Young as our independent registered public accounting firm, the audit committee may nonetheless select a different auditing firm at any time during the year if it determines that such a change would be in our best interests. Representatives of Ernst & Young are expected to be present at the 2026 Annual Meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.