Omeros (NASDAQ: OMER) CEO exercises 400,000 options with tax share withholding

Rhea-AI Filing Summary

Omeros Corporation’s Chairman, CEO & President Gregory A. Demopulos reported the exercise of stock options for 400,000 shares of common stock on February 18, 2026. The options, which vested over 48 monthly installments starting April 1, 2015, were exercised via a derivative conversion.

In connection with this exercise, 357,678 shares of common stock were withheld by Omeros to cover the exercise price and related tax liability, based on the closing stock price on February 17, 2026. The company states these withheld shares remained in its treasury and the transaction did not involve any open‑market sale.

Following the transactions, Demopulos directly owned 1,469,308 shares of common stock. Additional indirect holdings include 300,000 shares in each of two irrevocable gift trusts for his minor children and 123,945 shares held by his spouse, for which he disclaims beneficial ownership except to any pecuniary interest.

Insights

Equity compensation analyst

CEO option exercise with tax withholding, no market sale.

The filing shows Gregory A. Demopulos exercised stock options for 400,000 Omeros common shares, stemming from a grant that vested over 48 months from April 1, 2015. This is classified as a derivative exercise rather than an open‑market purchase.

To satisfy the exercise price and tax obligations, 357,678 shares were withheld by Omeros at a reference price of $11.93, and the company states these shares remained in its treasury. That makes the disposition a tax-withholding event, not a sale into the market.

After these transactions, Demopulos directly held 1,469,308 common shares, with additional indirect positions in two child gift trusts and a spouse account, where he disclaims beneficial ownership beyond any pecuniary interest. Overall, this appears to be routine executive equity compensation activity rather than a directional bet.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Demopulos Gregory A MD

(Last) (First) (Middle)

201 ELLIOTT AVENUE WEST

(Street)

SEATTLE WA 98119

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OMEROS CORP [ OMER ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock	02/18/2026		M		400,000	A	$10.27	1,826,986	D
Common stock	02/18/2026		F		357,678(1)	D	$11.93	1,469,308	D
Common stock								300,000(2)	I	By trust(3)
Common stock								300,000(2)	I	By trust(4)
Common stock								123,945(2)	I	By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock option (right to buy)	$10.27	02/18/2026		M			400,000	(5)	02/19/2026	Common stock	400,000	$0	0	D

Explanation of Responses:

1. Represents shares withheld by Omeros Corporation ("Omeros") in connection with net share settlement to satisfy the exercise price and tax liability associated with the reporting person's exercise of stock options. The number of shares withheld was determined based on the closing price of Omeros' common stock on February 17, 2026. The transaction did not involve any open-market sale of securities, and all 357,678 withheld shares remained in the Omeros treasury.

2. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and nothing in this report shall be deemed an admission that the reporting person is the beneficial owner of such securities under Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

3. Shares held in the [Demopulos Child #1] Gift Trust, an irrevocable trust established for the benefit of a minor child of the reporting person.

4. Shares held in the [Demopulos Child #2] Gift Trust, an irrevocable trust established for the benefit of a minor child of the reporting person.

5. This option vested and became exercisable over 48 equal monthly installments, with a vesting commencement date of April 1, 2015.

	/s/ Peter B. Cancelmo, Attorney-in-Fact	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did OMER CEO Gregory Demopulos report in this Form 4 filing?

Gregory Demopulos reported exercising stock options for 400,000 Omeros common shares on February 18, 2026. The grant had vested over 48 months from April 1, 2015, converting a derivative award into directly held common stock.

Were any OMER shares sold on the open market in this Form 4?

No open-market sales occurred. Omeros withheld 357,678 shares to cover the option exercise price and related tax liability, based on the February 17, 2026 closing price, and kept all withheld shares in its treasury.

How many OMER shares does Gregory Demopulos own directly after these transactions?

After the reported transactions, Gregory Demopulos directly holds 1,469,308 shares of Omeros common stock. This reflects the net position following the 400,000-share option exercise and the 357,678-share withholding to satisfy exercise price and tax obligations.

What indirect OMER share holdings related to Gregory Demopulos are disclosed?

The filing shows 300,000 Omeros shares in each of two irrevocable gift trusts for Demopulos’ minor children and 123,945 shares held by his spouse. He disclaims beneficial ownership, except for any pecuniary interest he may have in these holdings.

How were the withheld OMER shares for taxes and exercise price determined?

The 357,678 withheld shares were calculated using Omeros’ closing common stock price on February 17, 2026. These shares were used to satisfy the exercise price and tax liability and remained in Omeros’ treasury, not entering the public market.

What is the nature of the stock option exercised by the OMER CEO?

The option was a right to buy Omeros common stock that vested in 48 equal monthly installments starting April 1, 2015. On February 18, 2026, Demopulos exercised 400,000 option shares in a derivative exercise/conversion transaction.