OMEROS CORP Stock Compensation Disclosure

Note 13—Stock-Based Compensation

 

Our equity plans provide for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance units, performance shares and other stock and cash awards to employees and consultants. Stock options are granted with an exercise price not less than the fair market value of Omeros’ common stock on the date of the grant. Any unexercised options expire 10 years from grant date, and any unvested stock options granted which are subsequently canceled become available for future reissuance.

 

Vesting schedules for our equity plans generally are as follows:

 

Grant Type	Vesting Schedule
Employee initial options grants	25% at one-year anniversary, 1/48 monthly thereafter
Employee recurring options grants	1/48 monthly
Non-employee consultant options grants	1/12 or 1/48 monthly

 

Stock-based compensation expense is as follows:

 

		Year Ended December 31,
		2025				2024				2023
		(In thousands)
Continuing operations:
Research and development		$	3,530			$	4,133			$	4,754
Selling, general and administrative			4,662				6,360				7,140
Total stock-based compensation in continuing operations			8,192				10,493				11,894
Discontinued operations			—				—				(244	)
Total stock-based compensation		$	8,192			$	10,493			$	11,650

 

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The following assumptions were applied to stock option grants during the periods ended:

 

		Year Ended December 31,
		2025				2024				2023
Estimated weighted-average fair value		$	2.63			$	2.68			$	2.44
Weighted-average assumptions:
Expected volatility			101	%			95	%			93	%
Expected life, in years			7.3				7.2				7.2
Risk-free interest rate			4.13	%			4.36	%			3.97	%
Expected dividend yield			—	%			—	%			—	%

 

Expected volatility is based on the historical volatility of our stock price weighted by grant issuances over the reporting period. We estimated the expected life of the stock options granted using the historical exercise behavior of option holders. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Forfeiture expense is estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates.

 

Stock option activity for all stock plans is as follows: 

 

		Options Outstanding			Weighted- Average Exercise Price per Share			Remaining Contractual Life (In years)			Aggregate Intrinsic Value (In thousands)
Balance at December 31, 2024			16,690,882		$	8.17
Granted			3,323,400			3.30
Exercised			(1,072,979	)		7.13
Forfeited			(668,198	)		10.15
Balance at December 31, 2025			18,273,105		$	7.27			6.1		$	182,253
Vested and expected to vest at December 31, 2025			17,711,818		$	7.40			6.0		$	174,415
Exercisable at December 31, 2025			12,685,226		$	9.07			4.9		$	104,093

 

Of the 18.3 million common stock options outstanding as of December 31, 2025, 0.4 million have an exercise price above the $17.18 closing price of our stock on the Nasdaq Global Market on December 31, 2025. The total intrinsic value of stock options exercised during the years ended December 31, 2025, 2024 and 2023 was $6.2 million, $0.5 million and $0.1 million, respectively.

 

At December 31, 2025 and December 31, 2024, there were 5.6 million and 5.4 million unvested stock options outstanding, respectively, that vest over a weighted-average period of 2.5 years and 2.4 years, respectively. The remaining estimated compensation expense to be recognized in connection with these unvested stock options is $12.1 million and $12.5 million for the years ended December 31, 2025 and December 31, 2024, respectively.