Omeros to Repurchase 2029 Convertible Notes

Omeros Corporation is repurchasing a portion of its 9.50% Convertible Senior Notes due 2029 and has agreed to buy more.

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Omeros Corporation is repurchasing a portion of its 9.50% Convertible Senior Notes due 2029 and has agreed to buy more. The company expects to complete the repurchase of $16.0 million aggregate principal amount of Notes on July 6, 2026, for a total purchase price of approximately $31.3 million. After this step, about $54.8 million aggregate principal amount of Notes will remain outstanding.

On July 2, 2026, Omeros also agreed to repurchase additional Notes with an aggregate principal amount of up to approximately $14.5 million for a total purchase price of up to approximately $31.0 million, with pricing tied to an averaging period beginning July 6, 2026. If fully completed, these additional repurchases would leave approximately $40.3 million aggregate principal amount of Notes outstanding, and the company may seek unsecured or limited-collateral debt financing to replace some or all of the cash used.

Insights

Omeros is retiring costly convertible debt and considering replacement financing.

Omeros is repurchasing $16.0 million principal of its 9.50% Convertible Senior Notes due 2029 for about $31.3M, leaving $54.8M principal outstanding. It also agreed to buy up to an additional $14.5M principal for up to $31.0M, which could reduce these notes to $40.3M if fully executed.

These transactions shrink a high-coupon, potentially dilutive security but use significant cash. The company states it may seek unsecured or limited-collateral debt financing that is not convertible into equity, which could change its debt mix and interest profile. Actual impact depends on final repurchase amounts and any follow-on financing terms.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Coupon rate: 9.50% Initial notes repurchased: $16.0 million principal Initial repurchase consideration: Approximately $31.3 million +5 more

8 metrics

Coupon rate 9.50% Convertible Senior Notes due 2029

Initial notes repurchased $16.0 million principal Expected completion on July 6, 2026

Initial repurchase consideration Approximately $31.3 million Total purchase price including interest and obligations

Notes outstanding after initial repurchase Approximately $54.8 million principal Following completion of $16.0 million repurchase

Additional notes targeted Up to approximately $14.5 million principal Second set of privately negotiated repurchases

Additional repurchase consideration cap Up to approximately $31.0 million Total purchase price including interest and obligations

Notes remaining if fully executed Approximately $40.3 million principal After both initial and additional repurchases

Expected additional closing window July 20–30, 2026 Closing period for additional repurchases

Key Terms

Convertible Senior Notes, aggregate principal amount, privately negotiated agreements, accrued and unpaid interest, +1 more

5 terms

Convertible Senior Notes financial

"holders of its 9.50% Convertible Senior Notes due 2029 (the “Notes”)"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

aggregate principal amount financial

"repurchase of $16.0 million aggregate principal amount of Notes"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

privately negotiated agreements financial

"entered into privately negotiated agreements with certain holders of its 9.50% Convertible Senior Notes"

Privately negotiated agreements are contracts made directly between specific parties rather than through a public market or auction, covering things like sales of shares, assets, or loans. They matter to investors because these deals can change who controls a company or its cash flow quickly but usually offer less price transparency, fewer public disclosures and lower immediate liquidity—like buying an item from a neighbor instead of from a store, you negotiate terms privately and may get a different price and fewer protections.

accrued and unpaid interest financial

"total purchase price, inclusive of accrued and unpaid interest and all other obligations"

Accrued and unpaid interest is the interest that has built up on a loan or debt but hasn't been paid yet. It's like owing your friend money for a favor over time—you're expected to pay it later, even though you haven't paid it yet. This matters because it shows how much you owe beyond the original amount borrowed.

limited-collateral debt financing financial

"replace some or all of the cash used to repurchase the Notes with unsecured or limited-collateral debt financing(s)"

FAQ

What note repurchases did Omeros (OMER) confirm on July 2, 2026?

Omeros confirmed it expects to repurchase $16.0 million aggregate principal of its 9.50% Convertible Senior Notes due 2029 on July 6, 2026, for approximately $31.3 million total consideration, including accrued interest and related obligations. This transaction will reduce, but not eliminate, the outstanding principal.

How much of Omeros (OMER) 9.50% 2029 notes will remain after the initial repurchase?

After completing the $16.0 million principal repurchase expected on July 6, 2026, approximately $54.8 million aggregate principal amount of Omeros’ 9.50% Convertible Senior Notes due 2029 will remain outstanding. This figure reflects only the initial set of privately negotiated repurchase agreements disclosed.

What additional note repurchases has Omeros (OMER) agreed to pursue?

On July 2, 2026, Omeros agreed to repurchase additional 9.50% Convertible Senior Notes due 2029 with an aggregate principal amount of up to approximately $14.5 million, for a total purchase price of up to approximately $31.0 million, subject to stock price-based averaging and customary closing conditions.

When are Omeros (OMER) additional note repurchases expected to close?

The additional repurchases tied to up to $14.5 million principal of Notes are expected to close between July 20, 2026 and July 30, 2026. Closing will follow an averaging period beginning July 6, 2026, and is subject to customary closing conditions described in the agreement.

What will Omeros (OMER) notes outstanding be if the full additional $14.5M is repurchased?

If Omeros completes the full additional repurchase of approximately $14.5 million aggregate principal amount of Notes, about $40.3 million aggregate principal amount will remain outstanding. This outcome assumes all newly agreed additional repurchases close as contemplated in the privately negotiated agreements.

How might Omeros (OMER) fund the cash used for these note repurchases?

Omeros states it may seek to replace some or all of the cash used to repurchase the Notes with unsecured or limited-collateral debt financings. Any such financing would not be convertible into, or otherwise linked to, the company’s equity securities, altering the mix of its obligations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/06/2026 - 08:30 AM Accepted by SEC EDGAR 07/06/2026 - 08:30 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 2, 2026

OMEROS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Washington	001-34475	91-1663741
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

201 Elliott Avenue West Seattle, WA		98119
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (206) 676-5000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	OMER	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 under the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

Expected Completion of Previously Disclosed Note Repurchases

As previously disclosed, on June 17, 2026, Omeros Corporation (the “Company”) entered into privately negotiated agreements with certain holders of its 9.50% Convertible Senior Notes due 2029 (the “Notes”) under which the Company agreed to repurchase a portion of the outstanding Notes. The applicable averaging period has been completed and the Company expects to complete the repurchase of $16.0 million aggregate principal amount of Notes on July 6, 2026, for a total purchase price, inclusive of accrued and unpaid interest and all other obligations, of approximately $31.3 million. An aggregate principal amount of approximately $54.8 million of Notes will remain outstanding following completion of the repurchases.

Agreements to Repurchase Additional Notes

On July 2, 2026, the Company entered into privately negotiated agreements with the same holders of the Notes referenced above under which the Company agreed to repurchase additional Notes having an aggregate principal amount of up to approximately $14.5 million for a total purchase price, inclusive of accrued and unpaid interest and all other obligations, of up to approximately $31.0 million, subject in each case to adjustment based on the trading price of the Company’s common stock during an averaging period beginning on July 6, 2026, and customary closing conditions. The Company expects these additional repurchases to close between July 20, 2026 and July 30, 2026, following the completion of the averaging period. If the full $14.5 million aggregate principal amount of Notes is repurchased, approximately $40.3 million aggregate principal amount of Notes will remain outstanding following the additional repurchases.

The Company may seek to replace some or all of the cash used to repurchase the Notes with unsecured or limited-collateral debt financing(s) that would not be convertible into, or otherwise linked to, the Company's equity securities.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	OMEROS CORPORATION

Date: July 6, 2026	By:	/s/ Gregory A. Demopulos
		Gregory A. Demopulos, M.D.
		President, Chief Executive Officer and
		Chairman of the Board of Directors

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Omeros to Repurchase 2029 Convertible Notes

Rhea-AI Filing Summary

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