Omeros Corporation filed a current report on Form 8-K on October 30, 2026, disclosing that its Compensation Committee granted a performance-based stock option award to Chief Executive Officer Gregory A. Demopulos, M.D., effective October 28, 2026.

Key Highlights

  • Award size: The Performance Award consists of an option to purchase up to 500,000 shares of Omeros common stock.
  • Exercise price: The exercise price is $17.88 per share, which the filing identifies as the closing price of the company's common stock on the grant date.
  • Four stock-price hurdles: Vesting is conditioned on achieving volume-weighted average prices of $25.00, $30.00, $35.00, and $40.00 per share over 30 consecutive trading days, representing appreciation of approximately 40%, 68%, 96%, and 124%, respectively, above the grant-date closing price.
  • Time-based condition: 25% of each tranche becomes eligible to vest on the first anniversary of the grant date, with the remainder vesting in equal monthly installments over the following 36 months.
  • Award term: The Performance Award will expire on October 28, 2031.
  • No shares vested at grant: According to the filing, no portion of the Performance Award was vested and no shares were issued on the grant date.
  • Change-in-control provision: Upon a change in control, the per-share transaction consideration replaces the volume-weighted average price test for the performance condition, with unvested tranches above that price being forfeited.

Omeros Compensation Committee Structures CEO Award Around Stock Price Milestones

According to the filing, the Compensation Committee of Omeros Corporation's Board of Directors granted the Performance Award to Dr. Demopulos under the company's Amended and Restated Omnibus Incentive Compensation Plan. The award is allocated equally across four tranches, each tied to a distinct stock-price hurdle. Vesting within each tranche requires both satisfaction of the applicable price hurdle and a time-based service condition. The committee stated that the structure "will further incentivize Dr. Demopulos to drive meaningful and sustained stock price appreciation over the term of the award, thereby delivering significant value to the Company's shareholders."

The committee cited several factors in its determination, including Dr. Demopulos' role in "achieving FDA approval of YARTEMLEA, completing the sale of zaltenibart to Novo and executing a series of transactions to strengthen the Company's balance sheet" during 2025. The filing also states that the committee considered that Dr. Demopulos' "level of long-term equity incentive awards and target total direct compensation for 2025 significantly trailed the Company's peers." In structuring the award, the committee said it conducted a market analysis of similar awards with the assistance of its independent compensation consultant.

The Performance Award is subject to the same forfeiture, suspension, termination, and accelerated vesting provisions applicable to other options granted under the Plan. In a change-in-control scenario, any tranche that has satisfied the performance condition but not the time-based condition will become fully vested if Dr. Demopulos' employment is terminated without cause or through constructive termination in connection with, or within 12 months after, such a change in control. The full terms are governed by the Form of Performance Stock Option Award Agreement filed as Exhibit 10.1 to the current report, trading on NASDAQ:OMER.

What Was Disclosed

Omeros disclosed a performance-based stock option grant of up to 500,000 shares to its CEO, Gregory A. Demopulos, M.D., with an exercise price of $17.88 per share, four stock-price vesting hurdles, a five-year term expiring October 28, 2031, and no shares vested at grant.