dmtp20260331_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2

DIAMEDICA THERAPEUTICS INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 1, 2026

Dear Shareholders:

Together with our Board of Directors and the management team at DiaMedica Therapeutics Inc., we are pleased to invite you to our 2026 Annual General Meeting of Shareholders, which will be held at our corporate offices, located at 301 Carlson Parkway, Suite 210, Minneapolis, Minnesota 55305, USA, beginning at 9:00 a.m. CDT, on Wednesday, May 20, 2026.

At the meeting, shareholders will be asked to consider and vote upon the following proposals:

(1)

to elect seven directors;

(2)

to ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

(3)

to approve, on an advisory (non-binding) basis, our executive compensation; and

(4)

to approve an amendment and restatement of the DiaMedica Therapeutics Inc. Amended and Restated 2019 Omnibus Incentive Plan.

The accompanying Notice of 2026 Annual General Meeting of Shareholders and proxy statement describe these matters in more detail. We urge you to read this information carefully.

The Board of Directors recommends a vote: FOR each of the seven nominees for director named in the proxy statement and FOR approval of each of the other proposals being submitted to a vote of our shareholders.

Voting your DiaMedica common shares is easily achieved without attending the meeting in person. Your proxy is important to ensure a quorum is present for the meeting. Even if you own only a few shares, and whether or not you expect to attend the meeting, please vote your shares voting over the Internet, by telephone, or by signing and returning a written proxy as quickly as possible. You may revoke your proxy at any time prior to its exercise, and voting by proxy will not affect your right to vote if you attend the meeting with appropriate documentation.

On behalf of the Board of Directors, we thank you for your participation, investment, and support.

Sincerely,

James Parsons

Chairman of the Board

Rick Pauls

President and Chief Executive Officer

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
to be held on
May 20, 2026

The Annual General Meeting of Shareholders of DiaMedica Therapeutics Inc., a corporation existing under the laws of British Columbia, will be held at our corporate offices located at 301 Carlson Parkway, Suite 210, Minneapolis, Minnesota 55305, USA, beginning at 9:00 a.m. CDT, on Wednesday, May 20, 2026, to receive the audited consolidated financial statements of DiaMedica Therapeutics Inc. for the fiscal year ended December 31, 2025, including a report of the independent registered public accounting firm, and for the following purposes:

(1)

To elect seven directors;

(2)

To ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

(3)

To approve, on an advisory (non-binding) basis, the compensation paid to our named executive officers;

(4)

To approve the amendment and restatement of the DiaMedica Therapeutics Inc. Amended and Restated 2019 Omnibus Incentive Plan to increase the number of shares available for issuance; and

to transact such other business as may properly come before the meeting or any adjournment of the meeting.

Only those shareholders of record at the close of business on March 23, 2026, will be entitled to notice of, and to vote at, the meeting and any adjournments thereof.

By Order of the Board of Directors,

Scott Kellen

Corporate Secretary

April 1, 2026

Minneapolis, Minnesota

DIAMEDICA THERAPEUTICS INC.
PROXY STATEMENT

Page

PROXY STATEMENT SUMMARY	1

GENERAL INFORMATION ABOUT THE MEETING AND VOTING	5
Date, Time, Place and Purposes of Meeting	5
Who Can Vote	5
How You Can Vote	5
How Does the Board of Directors Recommend that You Vote	6
How You May Change Your Vote or Revoke Your Proxy	6
Quorum Requirement	6
Vote Required	7
Appointment of Proxyholders	8
Other Business	8
Procedures at the Meeting	8
Householding of Meeting Materials	8
Proxy Solicitation Costs	8

PROPOSAL ONE—ELECTION OF DIRECTORS	9
Board Size and Structure	9
Information about Board, Nominees	9
Additional Information about Board Nominees	9
Penalties or Sanctions	12
Corporate Cease Trade Orders or Bankruptcies	12
Board of Directors Recommendation	12

PROPOSAL TWO—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	13
Effect of Proposal	13
Board of Directors Recommendation	13

PROPOSAL THREE— ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	14
Background and Proposed Advisory Approval of Our Executive Compensation	14
Why You Should Vote in Favor of our Say-on-Pay Vote	14
Proposed Resolution	14
Next Say-On-Pay Vote	14
Effect of Proposal	14
Board of Directors Recommendation	15

PROPOSAL FOUR—AMENDMENT AND RESTATEMENT OF THE AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN	16
Background and Proposed Revisions	16
Reasons Why You Should Vote in Favor of the Plan Amendment	16
Summary of Sound Governance Features of the Amended 2019 Plan	17
Background for Shares Authorized for Issuance	17
Summary of Amended 2019 Plan Features	19
U.S. Federal Income Tax Information	24
Plan Benefits	25
Board of Directors Recommendation	26

SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT	27

CORPORATE GOVERNANCE	28
Corporate Governance Guidelines	28
Board Leadership Structure	28
Director Independence	29
Executive or In-Camera Sessions	29
Board Committees	29
Audit Committee	30
Compensation Committee	30

Nominating and Corporate Governance Committee	32
Scientific and Clinical Research Committee	32
Board and Committee Meetings	33
Policy Regarding Director Attendance at Annual General Meetings of Shareholders	33
Role of Board in Risk Oversight Process	33
Director Qualifications and Nominations	34
Code of Business Conduct and Ethics	34
Complaint Procedures	34
Process Regarding Shareholder Communications with Board of Directors	35
Committee Charters and Other Governance Documents	35
Delinquent Section 16(a) Reports	35
Insider Trading Policy	35
Audit and Non-Audit Fees	35
Audit Committee Pre-Approval Policies and Procedures	36
Report of the Audit Committee	36

DIRECTOR COMPENSATION	37
Cash Retainers	37
Annual Stock Options	37
Deferred Stock Units or Restricted Stock Units in Lieu of Annual Cash Retainers	37
Director Compensation Table	38
Director Indemnification	38

EXECUTIVE COMPENSATION	39
Summary Compensation Table	46
Outstanding Equity Awards at Fiscal Year-End	47
Pay Versus Performance Disclosure	48
Equity Compensation Plan Information	50
Anti-Hedging and Pledging Policy	51

RELATED PERSON RELATIONSHIPS AND TRANSACTIONS	52
Related Party Transactions Disclosure	52
Policies and Procedures for Related Party Transactions	53

SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL GENERAL MEETING	54

COPIES OF 2025 ANNUAL REPORT AND ADDITIONAL INFORMATION	54

HOUSEHOLDING	55

ADDITIONAL MATTERS	55

APPENDIX A - DIAMEDICA THERAPEUTICS INC. AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN	A-1

DiaMedica Therapeutics Inc. is sometimes referred to as “DiaMedica,” “we,” “our” or “us” in this proxy statement.

The 2026 Annual General Meeting of Shareholders is sometimes referred to as the “Annual General Meeting,” “Annual Meeting” or “meeting” in this proxy statement.

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 is sometimes referred to as our “2025 Annual Report” in this proxy statement.

Our voting common shares, no par value, are sometimes referred to as our “common shares” or “shares” in this proxy statement.

All dollar amounts in this proxy statement are expressed in United States currency unless otherwise noted.

PROXY STATEMENT SUMMARY

This summary provides an overview of the information included in this proxy statement. We recommend that you review the entire proxy statement and our Annual Report to Shareholders before voting.

2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS

DATE AND TIME Wednesday, May 20, 2026 9:00 a.m. (CDT) LOCATION DiaMedica Therapeutics Inc. 301 Carlson Parkway, Suite 210 Minneapolis, Minnesota 55305 RECORD DATE Holders of record of our common shares at the close of business on March 23, 2026 are entitled to notice of, to attend, and to vote at the 2026 Annual General Meeting.	Voting Item	Board’s Vote Recommendation	Page
	Proposal One: Election of Directors	FOR ALL	9
	Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	13
	Proposal Three: Approval, on an Advisory (Non- Binding) Basis, of Executive Compensation	FOR	14
	Proposal Four: Amendment & Restatement of the DiaMedica Therapeutics Inc. Amended and Restated 2019 Omnibus Incentive Plan	FOR	16

Important Notice Regarding the Availability of Proxy Materials
for the Annual General Meeting of Shareholders to Be Held on May 20, 2026:

The Notice of Meeting, Proxy Statement, Annual Report to Shareholders, and Form of Proxy, are available at https://materials.proxyvote.com/25253X

On or about April 1, 2026, we expect to begin mailing the Notice of Internet Availability of Proxy Materials to shareholders of record as of March 23, 2026 and post our proxy materials on the website noted above.

CORPORATE GOVERNANCE HIGHLIGHTS

✔ Annual election of directors	✔ Regular executive sessions
✔ Majority of independent directors	✔ No conflicts of interest
✔ Independent Board Chairman	✔ Access to independent advisors
✔ Four fully independent Board committees	✔ Independent compensation consultant
✔ Recent Board refreshment efforts	✔ Clawback policy
✔ Recent Board leadership rotation	✔ No guaranteed salary increases or bonuses
✔ Corporate governance guidelines	✔ No perquisites
✔ Annual review of governance documents	✔ No poison pill

DIRECTOR NOMINEES

The following persons were nominated by the Board of Directors, upon recommendation of its Nominating and Corporate Governance Committee, for election by shareholders at the 2026 Annual General Meeting, each for a one-year term. Each is a current member of our Board of Directors.

Director	Age	Serving Since	Audit Committee	Compensation Committee	Nominating & Corporate Governance Committee	Scientific & Clinical Research Committee	Independent Director
Michael Giuffre, M.D.	70	2010			Chair	Member	✔
Richard Kuntz, M.D., M.Sc.	68	2023		Member		Chair	✔
Tanya Lewis	55	2023		Member	Member	Member	✔
Daniel O’Connor	61	2025	Member	Chair	Member		✔
James Parsons	60	2015	Chair				✔
Rick Pauls	54	2005
Charles Semba, M.D.	66	2021	Member	Member		Member	✔

The Board of Directors recommends a vote “FOR” each of these seven nominees.

SKILLS AND EXPERIENCES OF DIRECTOR NOMINEES

The matrix below summarizes what the Board of Directors believes are desirable types of skills and experiences possessed by DiaMedica’s director nominees because of their particular relevance to our Company’s business and strategy. While all of these were considered by the Board of Directors in connection with this year’s director nomination process, the following matrix does not encompass all skills and experiences of our director nominees.

Skills/Experiences	Pauls	Parsons	Giuffre	Kuntz	Lewis	O’Connor	Semba
Public Company CEO	✔					✔
Public Company Sr. Executive	✔	✔		✔	✔	✔	✔
Licensing, Bus. Dev., Mergers & Acquisitions	✔	✔	✔	✔		✔
Strategic Planning	✔	✔	✔	✔	✔	✔	✔
Clinical and Clinical Development	✔		✔	✔	✔	✔	✔
Commercialization and Product Planning		✔	✔	✔	✔	✔
Medical/Scientific/Research & Development			✔	✔	✔		✔
Pharmaceutical Industry	✔	✔			✔	✔	✔
Regulatory and Quality	✔		✔	✔	✔	✔
Reimbursement/Payer/Health Outcomes				✔		✔
CFO/Financial Expertise and Accounting		✔				✔
Capital Markets/Raising Additional Financing	✔	✔				✔
Public Company Governance	✔	✔	✔	✔		✔
Investor Relations	✔	✔				✔	✔
Legal and Compliance/Ethics						✔
Manufacturing/Operations	✔				✔	✔
International Experience	✔	✔	✔			✔	✔

EXECUTIVE COMPENSATION BEST PRACTICES

Our compensation practices include many best practices that support our executive compensation objectives and principles and benefit our shareholders.

What We Do:	What We Don’t Do:
✔ Emphasize pay for performance	✘ No guaranteed salary increases or bonuses
✔ Significant portion of executive compensation is at risk	✘ No repricing of stock options without shareholder approval
✔ Maintain competitive pay packages	✘ No liberal share counting under our equity plan
✔ Pay significant portion of exec. compensation in equity	✘ Hedging/pledging of DiaMedica securities prohibited
✔ Maintain a clawback policy	✘ No perquisites

HOW WE PAY

Our executive compensation program consists of the following principal elements which are described under “Executive Compensation.”

●

Base salary – a fixed amount, paid in cash and reviewed annually and, if appropriate, adjusted.

●

Short-term incentive – a variable, short-term element that is payable in cash and is based on annual corporate performance objectives and individual performance objectives.

●

Long-term incentive – a variable, long-term element that is provided in stock options.

2025 EXECUTIVE COMPENSATION ACTIONS

Discussion of our executive compensation program in this proxy statement includes the compensation of the following executive officers required to be named in the Summary Compensation Table under “Executive Compensation” and referred to as our named executive officers (NEOs): (i) Rick Pauls, our Chief Executive Officer (CEO), (iii) Julie Krop, M.D., our Chief Medical Officer (CMO), and (iii) Scott Kellen, our Chief Financial Officer (CFO).

The following summarized compensation actions and incentive plan outcomes for our NEOs for the fiscal year ended December 31, 2025:

Element

Key 2025 Actions

Base Salaries

CEO and CFO each received a base salary increase of 10%.

Julie Krop, M.D. joined DiaMedica as CMO on August 11, 2025 with an initial annual base salary of $525,000.

Short-Term Incentives

CEO’s target short-term incentive opportunity was 50% of base salary.

CMO’s and CFO’s target short-term incentive opportunities were each 40% of base salary, respectively.

CEO and CFO target percentages of base salary were unchanged from the prior year.

Long-Term Incentives

Our CEO and CFO each received a stock option award in June 2025, with 25% vesting on the one-year anniversary of the grant date and the remaining 75% vesting in 12 equal quarterly installments thereafter.

Dr. Krop received a stock option award on August 11, 2025 under our 2021 Employment Inducement Incentive Plan (the “Inducement Plan”), with 25% vesting on the one-year anniversary of the grant date and the remaining 75% vesting in 12 equal quarterly installments thereafter.

Other Compensation

No changes were made to other components of our executive compensation program.

301 Carlson Parkway, Suite 210,

Minneapolis, Minnesota 55305

PROXY STATEMENT FOR
ANNUAL GENERAL MEETING OF SHAREHOLDERS
May 20, 2026

The Board of Directors of DiaMedica Therapeutics Inc. is soliciting your proxy for use at the 2026 Annual General Meeting of Shareholders to be held on Wednesday, May 20, 2026. The Board of Directors expects to make available to our shareholders beginning on or about April 1, 2026 the Notice of Annual General Meeting of Shareholders, this proxy statement and a form of proxy on the Internet or have these materials sent to shareholders of DiaMedica upon their request.

GENERAL INFORMATION ABOUT THE MEETING AND VOTING

Date, Time, Place and Purposes of Meeting

The Annual General Meeting of Shareholders of DiaMedica Therapeutics Inc. will be held on Wednesday, May 20, 2026, at 9:00 a.m. CDT, at our corporate offices located at 301 Carlson Parkway, Suite 210, Minneapolis, Minnesota 55305, USA, for the purposes set forth in the Notice of Annual General Meeting of Shareholders.

Who Can Vote

Shareholders of record at the close of business on March 23, 2026 will be entitled to notice of and to vote at the meeting or any adjournment thereof. As of that date, there were 53,805,628 common shares outstanding. Each common share is entitled to one vote on each matter to be voted on at the meeting. Shareholders are not entitled to cumulate voting rights.

How You Can Vote

Your vote is important. Whether you hold shares directly as a shareholder of record or beneficially in “street name” (through a broker, bank or other nominee), you may vote your shares without attending the meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker, bank or other nominee.

If you are a registered shareholder whose shares are registered in your name, you may vote your shares in person at the meeting or by one of the three following methods:

●

Vote by Internet, by going to the website address http://www.proxyvote.com/25253X and following the instructions for Internet voting shown on the Notice of Internet Availability of Proxy Materials or on your proxy card.

●

Vote by Telephone, by dialing 1-800-690-6903 and following the instructions for telephone voting shown on the Notice of Internet Availability of Proxy Materials or on your proxy card.

●

Vote by Proxy Card, by completing, signing, dating and mailing the enclosed proxy card in the envelope provided if you received a paper copy of these proxy materials.

If you vote by Internet or telephone, please do not mail your proxy card.

If your shares are held in “street name” (through a broker, bank or other nominee), you may receive a separate voting instruction form with this proxy statement or you may need to contact your broker, bank or other nominee to determine whether you will be able to vote electronically using the Internet or telephone.

The deadline for voting by telephone or by using the Internet is 11:59 p.m. EDT (10:59 p.m. CDT), on May 19, 2026, the day before the meeting. Please see the Notice of Internet Availability of Proxy Materials, your proxy card or the information your bank, broker or other nominee provided to you for more information on your options for voting.

If you return your signed proxy card or use Internet or telephone voting before the meeting, the named proxies will vote your shares as you direct.

If you return your proxy card or use Internet or telephone voting, but do not specify how you want to vote your shares, the proxies will vote your shares FOR all seven of the nominees for election to the Board of Directors in Proposal One—Election of Directors, FOR Proposal Two—Ratification of Appointment of Independent Registered Public Accounting Firm, FOR Proposal Three—Approval, on an Advisory Basis, of our Executive Compensation and FOR Proposal Four—Approval of the Amendment and Restatement of the DiaMedica Therapeutics Inc. Amended and Restated 2019 Omnibus Incentive Plan.

How Does the Board of Directors Recommend that You Vote

The Board of Directors unanimously recommends that you vote:

●

FOR all seven of the director nominees;

●

FOR ratification of the appointment of Baker Tilly US, LLP as our independent registered public accounting firm;

●

FOR Proposal Three—Approval, on an Advisory Basis, of our Executive Compensation; and

●

FOR Proposal Four—Approval of the Amendment and Restatement of the DiaMedica Therapeutics Inc. Amended and Restated 2019 Omnibus Incentive Plan.

How You May Change Your Vote or Revoke Your Proxy

If you are a shareholder whose shares are registered in your name, you may revoke your proxy at any time before it is voted at the meeting by one of the following methods:

●

Submitting another proper proxy with a more recent date than that of the proxy first given by following the Internet or telephone voting instructions or completing, signing, dating and returning a proxy card to us;

●

Sending written notice of your revocation to our Corporate Secretary; or

●

Attending the meeting and voting by ballot.

Quorum Requirement

The quorum for the transaction of business at the meeting is any number of shareholders who, in the aggregate, hold at least 33 and 1/3% of our issued common shares entitled to be voted at the meeting or 17,935,210 common shares. In general, our common shares represented by proxies marked “For,” “Withhold,” or “Abstain” are counted in determining whether a quorum is present. In addition, a “broker non-vote” is counted in determining whether a quorum is present. A “broker non-vote” is a proxy returned by a broker on behalf of its beneficial owner customer that is not voted on a particular matter because voting instructions have not been received by the broker from the customer and the broker has no discretionary authority to vote on behalf of such customer on such matter.

Vote Required

If your shares are held in “street name” and you do not indicate how you wish to vote, your broker is permitted to exercise its discretion to vote your shares only on certain “routine” matters.

Proposal One—Election of Directors is not a “routine” matter. Accordingly, if you do not direct your broker how to vote, your broker may not exercise discretion and may not vote your shares on this proposal. This is called a “broker non-vote” and although your shares will be considered to be represented by proxy at the meeting, they will not be considered to be “votes cast” at the meeting and will not be counted as having been voted on the proposal.

Proposal Two—Ratification of the appointment of Baker Tilly US, LLP as our independent registered public accounting firm is a “routine” matter and, as such, your broker is permitted to exercise its discretion to vote your shares for or withhold your vote from the proposal in the absence of your instruction.

Proposal Three—Approval, on an Advisory Basis, of our Executive Compensation, is not a “routine” matter. Accordingly, if you do not direct your broker how to vote, your broker may not exercise discretion and may not vote your shares on this proposal. This is called a “broker non-vote” and although your shares will be considered to be represented by proxy at the meeting, they will not be considered to be “votes cast” at the meeting and will not be counted as having been voted on the proposal.

Proposal Four—Approval of the Amendment and Restatement of the DiaMedica Therapeutics Inc. Amended and Restated 2019 Omnibus Incentive Plan is not a “routine” matter. Accordingly, if you do not direct your broker how to vote, your broker may not exercise discretion and may not vote your shares on this proposal. This is called a “broker non-vote” and although your shares will be considered to be represented by proxy at the meeting, they will not be considered to be “votes cast” at the meeting and will not be counted as having been voted on the proposal.

The table below indicates the vote required for each proposal and the effect of any votes withheld, abstentions and broker non-votes.

Proposal	Votes Required	Effect of Votes Withheld/Against	Effect of Abstentions	Effect of Broker Non-Votes
Proposal One: Election of Directors	Plurality of votes present in person or by proxy and entitled to vote on the election of directors	Votes withheld will have no effect.	Abstentions will have no effect.	Broker non-votes will have no effect.
Proposal Two: Appointment of Independent Registered Public Accounting Firm	Affirmative vote of a majority of votes cast on the proposal	Votes against will count against the proposal.	Abstentions will have no effect.	We do not expect any broker non-votes on this proposal, but they will have no effect.
Proposal Three: Advisory Vote to Approve Executive Compensation	Affirmative vote of a majority of votes cast on the proposal	Votes against will count against the proposal.	Abstentions will have no effect.	Broker non-votes will have no effect.
Proposal Four: Amendment & Restatement of 2019 Plan	Affirmative vote of a majority of votes cast on the proposal	Votes against will count against the proposal.	Abstentions will have no effect.	Broker non-votes will have no effect.

Appointment of Proxyholders

The persons named in the accompanying proxy card are officers of DiaMedica.

A shareholder has the right to appoint a person or company to attend and act for the shareholder and on that shareholder’s behalf at the meeting other than the persons designated in the enclosed proxy card. A shareholder wishing to exercise this right should strike out the names now designated in the enclosed proxy card and insert the name of the desired person or company in the blank space provided. The desired person need not be a shareholder of DiaMedica.

Only a registered shareholder at the close of business on March 23, 2026 will be entitled to vote, or grant proxies to vote, his, her or its common shares, as applicable, at the meeting. If your common shares are registered in your name, then you are a registered shareholder. However, if, like most shareholders, you keep your common shares in a brokerage account, then you are a beneficial shareholder. The process for voting is different for registered shareholders and beneficial shareholders. Registered shareholders and beneficial shareholders should carefully read the instructions herein if they wish to vote their common shares at the meeting.

Other Business

Our management does not intend to present other items of business and knows of no items of business that are likely to be brought before the meeting, except those described in this proxy statement. However, if any other matters should properly come before the meeting, the persons named on the proxy card will have discretionary authority to vote such proxy in accordance with their best judgment on the matters.

Procedures at the Meeting

The presiding officer at the meeting will determine how business at the meeting will be conducted. Only matters brought before the meeting in accordance with our Amended and Restated Articles (“Articles”) will be considered. Only a natural person present at the meeting who is either one of our shareholders, or is acting on behalf of one of our shareholders, may make a motion or second a motion. A person acting on behalf of a shareholder must present a written statement executed by the shareholder or the duly-authorized representative of the shareholder on whose behalf the person purports to act.

Householding of Meeting Materials

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements, annual reports and the Notice of Internet Availability of Proxy Materials. This means that only one copy of this proxy statement, our Annual Report to Shareholders or the Notice of Internet Availability of Proxy Materials may have been sent to each household even though multiple shareholders are present in the household, unless contrary instructions have been received. We will promptly deliver a separate copy of any of these documents to any shareholder upon written or oral request to Corporate Secretary, DiaMedica Therapeutics Inc., 301 Carlson Parkway, Suite 210, Minneapolis, Minnesota 55305, telephone: (763) 496‑5454. Shareholders who want to receive separate copies of this proxy statement, our Annual Report to Shareholders or the Notice of Internet Availability of Proxy Materials in the future, or shareholders who are receiving multiple copies and would like to receive only one copy per household, should contact their bank, broker or other nominee record holder, or the shareholder may contact us at the above address and telephone number.

Proxy Solicitation Costs

The cost of soliciting proxies, including the preparation, assembly, electronic availability and mailing of proxies and soliciting material, as well as the cost of making available or forwarding this material to the beneficial owners of our common shares will be borne by DiaMedica. Our directors, officers and regular employees may, without compensation other than their regular compensation, solicit proxies by telephone, e-mail, facsimile or personal conversation. We may reimburse brokerage firms and others for expenses in making available or forwarding solicitation materials to the beneficial owners of our common shares.

PROPOSAL ONE—ELECTION OF DIRECTORS

Board Size and Structure

Our Articles provide that the Board of Directors will consist of at least three members. The size of the Board of Directors is currently fixed at seven and the Board of Directors currently consists of seven directors.

Each director is elected annually by the shareholders and serves for a term that will end at the next annual general meeting of shareholders.

Information about Board, Nominees

The Board of Directors has nominated the following seven individuals to serve as our directors until the next annual general meeting of shareholders or until their respective successors are elected and qualified. All of the nominees for director named below are current members of the Board of Directors.

Director	Age	Serving Since	Audit Committee	Compensation Committee	Nominating & Corporate Governance Committee	Scientific & Clinical Research Committee	Independent Director
Michael Giuffre, M.D.	70	2010			Chair	Member	✔
Richard Kuntz, M.D., M.Sc.	68	2023		Member		Chair	✔
Tanya Lewis	55	2023		Member	Member	Member	✔
Daniel O’Connor	61	2025	Member	Chair	Member		✔
James Parsons	60	2015	Chair				✔
Rick Pauls	54	2005
Charles Semba, M.D.	66	2021	Member	Member		Member	✔

Additional Information about Board Nominees

The following paragraphs provide information about each current director and nominee for director, including all positions held, principal occupation and business experience for the past five years, and the names of other publicly-held companies of which the director or nominee currently serves as a director or has served as a director during the past five years. We believe that all of our directors and nominees display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of the Board of Directors and its committees; a fit of skills and personality with those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our shareholders. The information presented below regarding each director and nominee also sets forth specific experience, qualifications, attributes and skills that led the Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure.

James Parsons has served as Chair of the Board of Directors since January 1, 2025 and as a member of the Board of Directors since October 2015. Mr. Parsons served as our Vice President of Finance from October 2010 until May 2014. Mr. Parsons currently serves as Chief Financial Officer of Sernova Biotherapeutics Inc., a TSX listed biotechnology company, a position he has held since October 2024. Prior to Sernova, Mr. Parsons served as Chief Financial Officer and Corporate Secretary of Trillium Therapeutics Inc., a Nasdaq-listed immuno-oncology company, from August 2011 until its acquisition by Pfizer in November 2021, at which time he became employed by Pfizer Canada ULC until March 2022. Mr. Parsons serves as a member of the board of directors and audit committee of Oncolytics Biotech Inc., a Nasdaq/TSX listed company, and previously served on the board of directors and chair of both the audit committee and nominating and corporate governance committee of Sernova Biotherapeutics Inc. Mr. Parsons has been a Chief Financial Officer in the life sciences industry since 2000 with experience in financing, investor relations, governance, strategic planning and administration. Mr. Parsons has a Master of Accounting degree from the University of Waterloo and is a Chartered Professional Accountant and Chartered Accountant. Mr. Parsons is a resident of Ontario, Canada.

We believe that Mr. Parsons’ financial experience, including his history and knowledge of our Company, enable him to make valuable contributions to the Board of Directors.

Rick Pauls was appointed our President and Chief Executive Officer in January 2010. Mr. Pauls has served as a member of the Board of Directors since April 2005 and served as Chairman of the Board from April 2008 to July 2014. Prior to joining DiaMedica, Mr. Pauls was the Co-Founder and Managing Director of CentreStone Ventures Inc., a life sciences venture capital fund, from February 2002 until January 2010. Mr. Pauls was an analyst for Centara Corporation, another early-stage venture capital fund, from January 2000 until January 2002. From June 1997 until November 1999, Mr. Pauls worked for General Motors Acceptation Corporation specializing in asset-backed securitization and structured finance. Mr. Pauls previously served as an independent member of the board of directors of LED Medical Diagnostics, Inc. Mr. Pauls received his Bachelor of Arts in Economics from the University of Manitoba and his MBA in Finance from the University of North Dakota. Mr. Pauls is a resident of Minnesota, USA.

We believe that Mr. Pauls’ experience in the biopharmaceutical industry as an executive and investor and his extensive knowledge of all aspects of our Company, business, industry, and day-to-day operations as a result of his role as our President and Chief Executive Officer enable him to make valuable contributions to the Board of Directors. In addition, as a result of his role as President and Chief Executive Officer, Mr. Pauls provides unique insight into our future strategies, opportunities and challenges, and serves as the unifying element between the leadership and strategic direction provided by the Board of Directors and the implementation of our business strategies by management.

Michael Giuffre, M.D. has served as a member of the Board of Directors since August 2010. Since July 2009, Dr. Giuffre has served as a Clinical Professor of Cardiac Sciences and Pediatrics at the University of Calgary and has had an extensive portfolio of clinical practice, cardiovascular research and university teaching. Dr. Giuffre is actively involved in health care delivery, medical leadership and in the biotechnology business sector. From 2012 to October 2019, Dr. Giuffre served as Chief Scientific Officer and President of FoodChek Laboratory, a global developer and provider of proprietary rapid and accurate food safety tests for the detection of foodborne and environmental pathogens and other microorganisms, and also as a member of the board of directors of FoodChek Systems Inc. From November 2017 to October 2019, he served as FoodChek Systems Inc.’s Chairman of the Board. Dr. Giuffre previously served on the board of directors of the Canadian Medical Association (CMA), Unicef Canada, the Alberta Medical Association (AMA), Can-Cal Resources Ltd, Vacci-Test Corporation, IC2E International Inc., MedMira Inc. and Brightsquid Dental, Inc. Dr. Giuffre has received a Certified and Registered Appointment and a Distinguished Fellow appointment by the American Academy of Cardiology. In 2005, he was awarded Physician of the Year by the Calgary Medical Society and in 2017 was “Mentor of the Year” for the Royal College of Physicians and Surgeons of Canada. Dr. Giuffre was also a former President of the AMA and the Calgary and Area Physicians Association and also a past representative to the board of the Calgary Health Region. Dr. Giuffre holds a Bachelor of Science in cellular and microbial biology, a Ph.D. candidacy in molecular virology, an M.D. and an M.B.A. He is Canadian Royal College board certified FRCPS in specialties that include Pediatrics and Pediatric Cardiology and has a subspecialty in Pediatric Cardiac Electrophysiology. Dr. Giuffre is currently a member of the board of directors of Avenue Living (AL) Asset Management, a private real estate company in Alberta, Canada and its affiliates, AL Real Estate Opportunity Trust and AgriSelect Trust. Dr. Giuffre is currently vice chair of the Parks Foundation Calgary Board of Governors, board chair of BrightSquid Secure Communications Inc. and a consultant for the Palix Foundation, Calgary, Alberta Canada. Dr. Giuffre is a resident of Alberta, Canada.

We believe that Dr. Giuffre’s medical experience, including as a practicing physician and professor, enable him to make valuable contributions to the Board of Directors.

Richard Kuntz, M.D., M.Sc. has served as a member of our board of directors since May 2023. Dr. Kuntz retired from Medtronic plc (NYSE:MDT) in April 2022, a global medical device company, where he was the Chief Medical Officer & Scientific Officer and a member of the Executive Committee. Prior to that, he served as Senior Vice President and President, Neuromodulation of Medtronic from October 2005 to August 2009. Before joining Medtronic, he was the founder and Chief Scientific Officer of the Harvard Clinical Research Institute in Boston. He also served as an Associate Professor of Medicine at Harvard Medical School, Chief of the Division of Clinical Biometrics, and as an Interventional Cardiologist in the division of cardiovascular diseases at the Brigham and Women’s Hospital in Boston. In addition, he served as a founding Governor of the Patient Centered Outcomes Research Institute (PCORI), as part of the US Affordable Care Act. He also served as an advisor to multiple national and regional committees, in the National Academy of Medicine and National Institutes of Health (NIH). He is presently serving as a working group member of NIH’s Helping to End Addiction Long-term® (HEAL) program. Dr. Kuntz serves as a member of the board of directors of ZimVie Inc. and IDENTIV, INC., which are Nasdaq listed companies. Dr. Kuntz has directed numerous multicenter clinical trials and has authored more than 250 original publications. His major interests are traditional and alternative clinical trial design and biostatistics. Dr. Kuntz graduated from Miami University and received his medical degree from Case Western Reserve University School of Medicine. He completed his residency and chief residency in internal medicine at the University of Texas Southwestern Medical School, Parkland Hospital, Dallas, and then completed fellowships in cardiovascular diseases and interventional cardiology at the Beth Israel Hospital and Harvard Medical School, Boston. Dr. Kuntz received his Master of Science in biostatistics from the Harvard T.H. Chan School of Public Health.

We believe that Dr. Kuntz’s experience in the pharmaceutical industry, particularly his demonstrated leadership skills relating to medical advancements in neurology and his deep expertise in stroke treatments, enable him to make valuable contributions to the Board of Directors.

Tanya Lewis has served as a member of the Board of Directors since March 2023. Ms. Lewis served as the Chief Development Operations Officer at Replimune Group, Inc., a Nasdaq listed clinical-stage biotechnology company, from May 2021 to April 2024 and from November 2020 to May 2021, served as a director of Replimune Group, Inc. Ms. Lewis served as Executive Vice President, Chief Regulatory Officer and Quality Officer at Karyopharm Therapeutics Inc., a pharmaceutical company, from November 2019 to May 2021, and previously served as Senior Vice President, Regulatory and Quality Affairs from November 2018 to November 2019. Ms. Lewis is also a former director of Karyopharm Therapeutics Inc. Prior to joining Karyopharm Therapeutics Inc., Ms. Lewis served as Vice President, Regulatory and Quality Affairs for Syros Pharmaceuticals, Inc., a pharmaceutical company, from January 2017 to July 2018. Prior to joining Syros Pharmaceuticals, Ms. Lewis served as Vice President, Regulatory Affairs and Quality Assurance for Idera Pharmaceuticals, Inc., a pharmaceutical company, from October 2015 to December 2016. Before joining Idera Pharmaceuticals, Ms. Lewis served as Vice President, Regulatory Affairs for Tesaro, Inc., a pharmaceutical company, from October 2011 to June 2015 and prior to that served in various roles at Millennium Pharmaceuticals. Inc. Ms. Lewis serves as a member of the board of directors of Sernova Corp, a TSX listed biotech company. Ms. Lewis holds a Bachelor of Science degree in Biology from Northeastern University and a Master of Science degree in Regulatory Affairs and Health Policy from Massachusetts College of Pharmacy and Allied Health Science.

We believe that Ms. Lewis’ experience in the pharmaceutical industry, particularly in drug development and commercial planning for specialty biopharmaceuticals, enable her to make valuable contributions to the Board of Directors.

Daniel O’Connor was elected as a director of DiaMedica on February 20, 2025. Since December 1, 2025, Mr. O’Connor has served as the Chief Executive Officer of Jubilant Therapeutics. Mr. O’Connor previously served as President and Chief Executive Officer and a member of the board of directors of Ambrx Biopharma Inc. (Nasdaq: AMAM), a clinical-stage biotechnology company, from November 2022 through its acquisition by Johnson & Johnson in March 2024. From June 2021 to December 2022, Mr. O’Connor served as Chief Executive Officer and Chairman of the Board of Larkspur Health Acquisition Corp., a special purpose acquisition company which merged with and is now known as ZyVersa Therapeutics, Inc. (Nasdaq: ZVSA). Mr. O’Connor continued to serve on the board of directors of ZyVersa until May 2023. From September 2017 to June 2021, Mr. O’Connor served as President and Chief Executive Officer and a member of the board of directors of OncoSec Medical Incorporated, a cancer immunotherapy company. Prior to OncoSec, Mr. O’Connor served as President and Chief Executive Officer and a member of the board of directors of Advaxis, Inc., a cancer immunotherapy company, from January 2013 until July 2017. Prior to Advaxis, Mr. O’Connor held several positions in senior leadership, including Senior Vice President and General Counsel for Bracco Diagnostics Inc., a diagnostic imaging company; Assistant General Counsel, Chief Compliance Officer and Consultant for NPS Pharmaceuticals, Inc., a pharmaceutical company; Senior Vice President, General Counsel and Secretary for ImClone Systems Incorporated, a biopharmaceutical company; and General Counsel at PharmaNet (formerly inVentiv Health, now Syneos Health), a clinical research company. He previously served as a member of the board of directors of Seelos Therapeutics Inc. from January 2019 to May 2024 and as Vice Chairman and member of the board of trustees of BioNJ from March 2016 to November 2021. In October 2017, Mr. O’Connor was appointed to the New Jersey Biotechnology Task Force by its Governor. Prior to his career in biotechnology and drug development, Mr. O’Connor was a former criminal prosecutor in Somerset County, New Jersey. Mr. O’Connor holds a Juris Doctor degree from the Pennsylvania State University’s Dickinson School of Law and previously served as a Trusted Advisor to its Dean. He graduated from the United States Marines Corps Officer Candidate School and was commissioned as an officer in the U.S. Marines, attaining the rank of Captain. Mr. O’Connor volunteered to serve and was deployed to Saudi Arabia in advance of and during Operation Desert Shield.

We believe that the breadth and depth of Mr. O’Connor’s experience in the biopharmaceutical industry and his recent experience as Chief Executive Officer of several biotech companies, as well as other positions in senior management, enable him to make valuable contributions to the Board of Directors.

Charles Semba, M.D. has served as a member of the Board of Directors since July 2021. Dr. Semba has over 25 years of drug-development experience in public and venture-funded biotechnology companies. Since June 2020, Dr. Semba has served as the Chief Medical Officer of Eluminex Biosciences, a biotechnology company focused on ophthalmics and dermal/facial aesthetics; the retinal ophthalmics pipeline was recently acquired by Roche/Genentech in September 2025. From June 2016 to March 2020, Dr. Semba served as the Chief Medical Officer of Graybug Vision, Inc., a clinical-stage biopharmaceutical company focused on developing transformative medicines for the treatment of chronic diseases of the retina and optic nerve, and from June 2014 to June 2016, Dr. Semba served as the Chief Medical Officer of ForSight VISION5 (acquired by Allergan), a company focused on developing non-invasive products that replace eye drops and provide sustained therapy for major eye diseases, including glaucoma, dry eye, and allergy. Prior to his work at ForSight VISION5, Dr. Semba held senior positions at biopharmaceutical companies including Genentech (a Roche company) and Shire (acquired by Takeda). Additionally, since 1992, Dr. Semba has served as an adjunct professor of vascular and interventional radiology at the Stanford University School of Medicine. Dr. Semba holds a Bachelor of Arts in Chemistry from Carleton College and an M.D. from the University of Minnesota Medical School and is a recognized expert in endovascular therapy, thrombolysis, mechanical thrombectomy, and endovascular surgery. Dr. Semba is currently a resident of California, USA.

We believe that Dr. Semba’s experience in the biotechnology and biopharmaceutical industries, particularly in drug development and clinical-stage companies, enable him to make valuable contributions to the Board of Directors.

Penalties or Sanctions

To the knowledge of the Board of Directors and our management, none of our directors as of the date of this proxy statement is or has been subject to:

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any penalties or sanctions imposed by a court relating to a securities legislation or by a securities regulatory authority or has entered in a settlement agreement with a securities regulatory authority; or

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any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a director nominee.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Board of Directors and our management, none of our directors or director nominees as of the date of this proxy statement is or has been, within 10 years before the date of this proxy statement, a director, chief executive officer or chief financial officer of any company (including DiaMedica) that, while that person was acting in that capacity:

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was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

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was subject to an event that resulted, after the director, chief executive officer or chief financial officer ceased to be a director, chief executive officer, or chief financial officer, in DiaMedica being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or

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within a year after the director, chief executive officer, or chief financial officer ceased to be a director, chief executive officer or chief financial officer of DiaMedica, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets or the assets of the proposed director.

Board of Directors Recommendation

The Board of Directors unanimously recommends a vote FOR the election of all seven nominees named above.

The Board of Directors Recommends a Vote FOR Each Nominee for Director

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PROPOSAL TWO—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The firm of Baker Tilly US, LLP has served as our independent registered public accounting firm since April 27, 2018. The Audit Committee of the Board of Directors appoints our independent registered public accounting firm and fixes its remuneration. In this regard, the Audit Committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to re-engage our current independent registered public accounting firm. As part of its evaluation, the Audit Committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise and industry knowledge of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the firm; its capabilities relative to our business; and its knowledge of our operations. Upon consideration of these and other factors, the Audit Committee has selected Baker Tilly US, LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and recommends that shareholders vote in favor of this Proposal to evidence their ratification of such appointment.

We anticipate that representatives of Baker Tilly US, LLP will be present at the meeting to respond to appropriate questions. They also will have the opportunity to make a statement if they wish to do so.

Effect of Proposal

In the event of a negative vote on this Proposal, our Audit Committee would reconsider its selection.

Board of Directors Recommendation

The Board of Directors unanimously recommends that shareholders vote FOR ratification of the appointment of Baker Tilly US, LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

The Board of Directors Unanimously Recommends a Vote FOR this Proposal Two

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PROPOSAL THREE— ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Background and Proposed Advisory Approval of Our Executive Compensation

Our Board of Directors is providing our shareholders with an advisory vote on our executive compensation pursuant to the Dodd-Frank Wall Street Consumer Protection Act, or Dodd-Frank Act, and Section 14A of the Securities Exchange Act of 1934, as amended (Exchange Act). This advisory vote, commonly known as a say-on-pay vote, is a non-binding vote on the compensation paid to our named executive officers as identified pursuant to Item 402 of Regulation S-K, as set forth in the “Executive Compensation” section of this proxy statement, including in the accompanying compensation tables and the corresponding narrative discussion and footnotes. Approximately 94% of the votes cast were in favor of our say-on-pay proposal at last year’s Annual General Meeting of Shareholders.

Why You Should Vote in Favor of our Say-on-Pay Vote

The “Executive Compensation” section of this proxy statement describes our 2025 executive compensation program and the executive compensation decisions made by our Compensation Committee in more detail. Our executive compensation policies, plans and programs seek to enhance our financial performance, and thus shareholder value, by aligning the financial interests of our executives with those of our shareholders and by emphasizing pay-for-performance.

Our compensation practices include many best pay practices that support our executive compensation objectives and principles, and benefit our shareholders.

What We Do:	What We Do not Do:
✔ Emphasize pay for performance	✘ No guaranteed salary increases or bonuses
✔ Significant portion of executive compensation is at risk	✘ No repricing of stock options without shareholder approval
✔ Maintain competitive pay packages	✘ No liberal share counting under our equity plan
✔ Pay significant portion of exec. compensation in equity	✘ Hedging/pledging of DiaMedica securities prohibited
✔ Maintain a clawback policy	✘ No perquisites

Proposed Resolution

Our Board recommends that our shareholders vote in favor of our advisory vote on our executive compensation as set forth in the following resolution:

RESOLVED, that our shareholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC.

Shareholders are not ultimately voting to approve or disapprove the recommendation of our Board. As this is an advisory vote, the outcome of the vote is not binding on us with respect to future executive compensation decisions, including those relating to our named executive officers, or otherwise.

Next Say-On-Pay Vote

Consistent with the results of the advisory vote on the frequency of the say-on-pay vote held at the 2024 Annual General Meeting of Shareholders, the Board determined that we will conduct a say-on-pay vote on an annual basis. Accordingly, the next say-on-pay vote will occur at our annual general meeting of shareholders to be held in 2027.

Because a frequency of say-on-pay vote must be conducted every six years, we expect to conduct the next frequency of say-on-pay vote at our annual general meeting of shareholders to be held in 2030.

Effect of Proposal

The final decision on the compensation and benefits of our executive officers and on whether, and if so, how, to address any shareholder disapproval remains with the Board and the Compensation Committee. The Board believes that the Compensation Committee is in the best position to consider the extensive information and factors necessary to make independent, objective, and competitive compensation recommendations and decisions that are in the best interest of our Company and our shareholders.

The Board values the opinions of our shareholders as expressed through their votes and other communications. Although the resolution is non-binding, the Board and the Compensation Committee will carefully consider the outcome of the advisory vote on executive compensation and shareholder opinions received from other communications when making future compensation decisions.

Board of Directors Recommendation

The Board of Directors unanimously recommends that our shareholders vote FOR approval, on an advisory basis, of our executive compensation, or say-on-pay vote.

The Board of Directors Recommends a Vote FOR this Proposal Three.

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PROPOSAL FOUR—AMENDMENT AND RESTATEMENT OF
THE AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN

Background and Proposed Revisions

On March 16, 2026, the Board of Directors, upon recommendation of the Compensation Committee, adopted, subject to approval by our shareholders, an amendment and restatement of the DiaMedica Therapeutics Inc. Amended and Restated 2019 Omnibus Incentive Plan (the “2019 Plan”) to increase the number of shares available for issuance by an additional 3,500,000 shares and extend the term of the 2019 Plan for ten years. We refer to the amendments as the “Plan Amendment” and the restated plan incorporating the Plan Amendment as the “Amended 2019 Plan” throughout this proxy statement. Our continuing ability to offer equity incentive awards under the plan is critical to our ability to attract, motivate and retain qualified personnel, particularly as we grow and in light of the highly competitive markets for employee talent in which we operate.

If our shareholders approve the Plan Amendment, it will become effective as of the date of shareholder approval. If our shareholders do not approve the Plan Amendment, then the current plan, as currently in effect, will remain in effect until it terminates in accordance with its terms.

Reasons Why You Should Vote in Favor of the Plan Amendment

The Board recommends a vote “FOR” approval of the Plan Amendment because the Board believes the proposed Plan Amendment is in the best interests of DiaMedica and our shareholders for the following reasons:

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Attracts and retains talent. Talented, motivated and effective employees, non-employee directors and consultants are essential to executing our business strategy. Share-based compensation and short-term incentive compensation payable in cash have been an important component of total compensation for our executive officers and key employees for years because such compensation enables us to effectively recruit and retain qualified individuals while encouraging them to think and act like owners of DiaMedica. If our shareholders approve the Plan Amendment, we believe we will maintain our ability to offer competitive compensation packages to both attract new talent and retain our best performers in a manner that is broad-based and preserves cash resources.

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Consistent with our pay-for-performance compensation philosophy to increase shareholder value. We believe that share-based compensation, by its very nature, is performance-based compensation. Over time, the most significant component of total compensation for our executives is incentive compensation in the form of both share-based and cash-based incentives that are tied to the achievement of business results. We use incentive compensation both to reinforce desired business results for our key employees and to motivate them to achieve those results. By the nature of the vehicle, option recipients only receive value by creating future value for shareholders from the point of receipt.

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Aligns director, employee and shareholder interests. We currently provide long-term incentives in the form of stock options to eligible employees, our non-employee directors, and consultants. Additionally, we provide our non-employee directors the opportunity to elect to receive deferred stock units (DSUs) or restricted stock units (RSUs) in lieu of up to 100% of their annual cash retainers. We believe our share-based compensation programs and our short-term incentives payable in cash help align the interests of our non-employee directors and employees with those of our shareholders.

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Protects shareholder interests and embraces sound share-based compensation practices. As described in more detail below under the heading “-Summary of Sound Governance Features of the Amended 2019 Plan,” the Amended 2019 Plan includes a number of features that are consistent with protecting the interests of our shareholders and sound corporate governance practices.

Summary of Sound Governance Features of the Amended 2019 Plan

The Board and Compensation Committee believe that the Amended 2019 Plan contains several features that are consistent with protecting the interests of our shareholders and sound corporate governance practices, including the following:

✔ No automatic share replenishment or “evergreen” provision

✔ Will not be excessively dilutive to our shareholders

✔ Cash-denominated limit on non-employee director compensation, including awards granted under the Amended 2019 Plan

✔ No reload stock options or SARs

✔ No liberal share counting or “recycling” of shares from exercised stock options, SARs, or other stock-based awards

✔ No liberal definition of change in control

✔ No re-pricing of “underwater” stock options or stock appreciation rights (“SARs”) without shareholder approval

✔ No discounted stock options or SARs

✔ No tax gross-ups

✔ Clawback provision

✔ No dividends or dividend equivalents on stock options, SARs or performance awards; dividends and dividend equivalents on other types of awards are subject to the same restrictions as the underlying awards

Background for Shares Authorized for Issuance

If the Plan Amendment is approved, the maximum number of common shares available for issuance under the Amended 2019 Plan will be increased by 3,500,000 to a total of 10,500,000 shares. In determining the total number of shares available under the Amended 2019 Plan, the Board and Compensation Committee considered a number of factors, which are discussed further below, including:

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Shares remaining available under the current plan, total outstanding equity-based awards and how long the remaining shares are expected to last;

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Historical and anticipated equity award granting practices, including our three-year average share usage (commonly referred to as “burn rate”); and

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Potential dilution and overhang.

Shares Available and Outstanding Equity Awards

While the use of long-term incentives in the form of equity awards is an important part of our compensation program, we are mindful of our responsibility to our shareholders to exercise judgment in the granting of equity awards. In setting the number of shares available for issuance under the Amended 2019 Plan, the Board and Compensation Committee considered shares remaining available under the current plan, total outstanding equity awards, and how long the remaining shares available under the current plan are expected to last. To facilitate approval of the Plan Amendment, set forth below under “-Potential Dilution” is information about our common shares that may be issued under our equity compensation plans as of March 23, 2026.

Historical Equity Award Granting Practices

In setting the number of common shares authorized for issuance under the Amended 2019 Plan, the Board and Compensation Committee also considered the historical number of equity awards granted under the current plan and other equity compensation plans in the past three full fiscal years. The following table sets forth information regarding awards granted, including DSUs and RSUs received by non-employee directors in lieu of cash director fees, and the annual burn rate for each of the last three fiscal years.

	2025	2024	2023
Stock options granted	3,443,416	1,808,425	1,132,515
DSUs granted	37,171	70,981	107,841
RSUs granted	35,215	23,660	17,156
Weighted average common shares outstanding	46,980,777	40,404,681	32,566,723
Burn rate	7.5%	4.7%	3.9%

The Board and Compensation Committee also considered our three-year average burn rate (2023 to 2025) of approximately 5.3%. Based on historical and anticipated granting practices and the recent trading price of our common shares, we expect the additional shares available for issuance under the Plan Amendment to cover awards for approximately three years. However, we cannot predict our future equity grant practices, the future price of our shares, or future hiring activity with any degree of certainty at this time, and the share increase provided by the Plan Amendment could last for a shorter or longer period of time.

Potential Dilution

In setting the number of common shares authorized for issuance under the Amended 2019 Plan, the Board and Compensation Committee also considered potential dilution that would result from approval of the Plan Amendment, including the policies of certain institutional investors and major proxy advisory firms.

Dilution and overhang are set forth in the table below, as of March 23, 2026, and assuming the Plan Amendment is approved.

	Before Approval of Plan Amendment	After Approval of Plan Amendment
Outstanding Equity Awards
Shares Underlying Options	6,568,221	6,568,221
Weighted Average Exercise Price	$4.20	$4.20
Weighted Average Remaining Term	7.1 years	7.1 years
Shares Underlying DSUs	190,785	190,785
Shares Underlying RSUs	3,355	3,355
Total Shares Subject to Outstanding Equity Awards	6,762,361	6,762,361
Common Shares Outstanding	53,805,628	53,805,628
Dilution^(a)	12.6%	12.6%
Shares Available for Future Grants Under:^(b)
2019 Omnibus Incentive Plan	1,212,416	4,712,416
2021 Employment Inducement Incentive Plan	603,125	603,125
Total Shares Available for Future Grants	1,815,541	5,315,541
Overhang^(c)	15.9%	22.4%

(a)	Dilution is the number of shares subject to equity awards outstanding as of March 23, 2026, divided by the number of common shares outstanding as of March 23, 2026.

(b)	No further shares may be granted from the Deferred Share Unit Plan (“DSU Plan”) or the Amended and Restated Stock Option Plan (“Prior Plan”).

(c)	Overhang consists of the number of shares subject to equity awards outstanding as of March 23, 2026 and the number of shares available for future grant under our equity plans divided by the number of common shares outstanding as of March 23, 2026.

Summary of Amended 2019 Plan Features

The major features of the Amended 2019 Plan are summarized below. Other than increasing the number of common shares available for issuance and extending the term of the 2019 Plan, the Amended 2019 Plan is unchanged from the current plan. The summary is qualified in its entirety by reference to the full text of the Amended 2019 Plan, a copy of which is attached as Appendix A to this proxy statement.

Purpose	The purpose of the Amended 2019 Plan is to advance the interests of DiaMedica and our shareholders by enabling DiaMedica and our subsidiaries to attract and retain qualified individuals to perform services, provide incentive compensation for such individuals in a form that is linked to the growth and profitability of DiaMedica and increases in shareholder value. As such, the Amended 2019 Plan provides opportunities for equity participation that align the interests of recipients with those of our shareholders.

Plan Administrator	The Amended 2019 Plan is administered by the Compensation Committee. The Committee is comprised solely of directors designated by the Board of Directors who are (a) “non-employee directors” within the meaning of Rule 16b-3 under the Securities and Exchange Act of 1934, as amended, (the Exchange Act) and (b) “independent directors” within the meaning of the rules of the Nasdaq Stock Market (or other applicable exchange or market on which our common shares may be traded or quoted).

Plan Administration	The Compensation Committee has the authority to, among other things: ● select participants to receive awards, determine the timing of awards, and determine the types of awards and number of shares covered by the awards, ● establish the terms of awards, including the performance criteria and restrictions of the awards, and whether the awards are settled in cash or shares, ● administer outstanding awards, including approval of any amendment to an award, ● adopt sub-plans, and ● make all other determinations necessary and advisable for the administration and interpretation of the Amended 2019 Plan.

Delegation	To the extent permitted by applicable law, the Compensation Committee may delegate to one or more of its members or to one or more officers of DiaMedica, or agents or advisors, such administrative duties or powers, as it may deem advisable. The Compensation Committee may authorize one or more directors or officers of DiaMedica to designate employees, other than officers, non-employee directors, or 10% shareholders of DiaMedica, to receive awards under the plan and determine the size of any such awards.

No Re-pricing	The Compensation Committee may not, without prior approval of our shareholders, effect any re-pricing of any previously granted “underwater” option or SAR, including re-pricing effected by: (i) amending or modifying the terms of the option or SAR to lower the exercise price or grant price; (ii) canceling the underwater option or SAR in exchange for (A) cash; (B) replacement options or SARs having a lower exercise price or grant price; or (C) other awards; or (iii) repurchasing the underwater options or SARs and granting new awards under the Amended 2019 Plan. An option or SAR will be deemed to be “underwater” at any time when the fair market value of the common shares is less than the exercise price of the option or the grant price of the SAR.

Shares Authorized	Subject to adjustment (as described below), the maximum number of our common shares available for issuance under the Amended 2019 Plan would be 10,500,0000 shares. No more than 2,000,000 common shares may be granted as incentive stock options.

	Shares that are issued under the Amended 2019 Plan or that are subject to outstanding awards will be applied to reduce the maximum number of shares remaining available for issuance under the Amended 2019 Plan only to the extent they are used; provided, however, that the full number of shares subject to a stock-settled SAR or other stock-based award will be counted against the shares authorized for issuance under the Amended 2019 Plan, regardless of the number of shares actually issued upon settlement of such SAR or other stock-based award. Any shares withheld to satisfy tax withholding obligations on awards issued under the Amended 2019 Plan, any shares withheld to pay the exercise price or grant price of awards under the Amended 2019 Plan, and any shares not issued or delivered as a result of the “net exercise” of an outstanding option or settlement of a SAR in shares will be counted against the shares authorized for issuance under the Amended 2019 Plan and will not be available again for grant under the Amended 2019 Plan. Shares subject to awards settled in cash will again be available for issuance pursuant to awards granted under the Amended 2019 Plan. Any shares related to awards granted under the Amended 2019 Plan that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of the shares will be available again for grant under the Amended 2019 Plan. Any shares repurchased by DiaMedica on the open market using the proceeds from the exercise of an award will not increase the number of shares available for future grant of awards. To the extent permitted by applicable law, shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by DiaMedica or a subsidiary or otherwise will not be counted against shares available for issuance pursuant to the Amended 2019 Plan. The shares available for issuance under the Amended 2019 Plan may be authorized and unissued shares or treasury shares.

Adjustments	In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture, or extraordinary dividend (including a spin off) or other similar change in the corporate structure or our common shares, the Compensation Committee will make the appropriate adjustment or substitution in order to prevent dilution or enlargement of the rights of participants. These adjustments or substitutions may be to the number and kind of securities and property that may be available for issuance under the Amended 2019 Plan and the number, kind, and exercise price of securities or other property subject to outstanding awards.

Eligible Participants	Awards may be granted to employees, non-employee directors and consultants of DiaMedica or any of our subsidiaries. As of March 23, 2026, 35 employees, 6 non-employee directors and an indeterminable number of consultants were eligible to participate in the 2019 Plan.

Types of Awards	The Amended 2019 Plan will permit us to grant non-statutory and incentive stock options, SARs, restricted stock awards, RSUs, DSUs, performance awards, non-employee director awards, and other stock-based awards. Awards may be granted either alone or in addition to or in tandem with any other type of award.

Stock Options	Stock options entitle the holder to purchase a specified number of our common shares at a specified price, which is called the exercise price, subject to the terms and conditions of the stock option grant. The Amended 2019 Plan permits the grant of both non-statutory and incentive stock options. Incentive stock options may be granted solely to eligible employees of DiaMedica or its subsidiaries. Each stock option granted under the Amended 2019 Plan must be evidenced by an award agreement that specifies the exercise price, the term, the number of shares underlying the stock option, the vesting and any other conditions. The exercise price of each stock option granted under the Amended 2019 Plan must be at least 100% of the fair market value of a share of our common shares as of the date the award is granted to a participant, unless the participant owns 10% or more of our outstanding shares in which case the exercise price, for an incentive stock option, must be at least 110% of the fair market value. Fair market value under the Amended 2019 Plan means the closing price of our common shares, as reported on the Nasdaq Stock Market, as of the end of a regular trading session on such date, or, if no shares were traded on such date, as of the next preceding date on which there was such a trade. The closing price of our common shares, as reported on the Nasdaq Stock Market, on March 23, 2026 was $7.29 per share. The Compensation Committee will fix the terms and conditions of each stock option, subject to certain restrictions, such as a ten-year maximum term.

Stock Appreciation Rights	A SAR is a right granted to receive payment of cash, common shares, or a combination of both, equal to the difference between the fair market value of our common shares and the grant price of such shares. Each SAR granted must be evidenced by an award agreement that specifies the grant price, the term, and such other provisions as the Compensation Committee may determine. The grant price of a SAR must be at least 100% of the fair market value of our common shares on the date of grant. The Compensation Committee will fix the term of each SAR, but SARs granted under the Amended 2019 Plan will not be exercisable more than 10 years after the date the SAR is granted.

Restricted Stock Awards, Restricted Stock Units, and Deferred Stock Units	Restricted stock awards, RSUs, and/or DSUs may be granted under the Amended 2019 Plan. A restricted stock award is an award of common shares that is subject to restrictions on transfer and risk of forfeiture upon certain events, typically including termination of service. RSUs or DSUs are similar to restricted stock awards except that no shares are actually transferred to the participant on the grant date. RSUs are contractual rights to receive common shares or cash in an amount equal to the value of a specified number of common shares in the future after the satisfaction of specified vesting conditions, and is the economic equivalent of an award of restricted stock. DSUs permit the holder to receive shares of common shares or the equivalent value in cash at a future time as determined by the Compensation Committee. The Compensation Committee will determine, and set forth in an award agreement, the period of restriction, the number of shares subject to a restricted stock award or the number of RSUs or DSUs granted, the time of payment for DSUs, and other such conditions or restrictions.

Performance Awards	Performance awards, in the form of rights to cash or common shares or other awards (or in a combination thereof) may be granted under the Amended 2019 Plan in such amounts and upon such terms as the Compensation Committee may determine. The Compensation Committee shall determine, and set forth in an award agreement, the amount of cash and/or number of shares or other awards, the performance goals, the performance periods, and other terms and conditions. The extent to which the participant achieves his or her performance goals during the applicable performance period will determine the amount of cash and/or number of shares or other awards earned by the participant.

Limit on Non- Employee Director Compensation	The aggregate grant date fair value (determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee director as compensation for services as a non-employee director during any fiscal year may not exceed $400,000 (increased to $600,000 with respect to any non-employee director serving as Chairman of the Board or lead independent director or in the fiscal year of a non-employee director’s initial service as a non-employee director). Any compensation that is deferred counts towards this limit for the year in which the compensation is first earned, and not a later year of settlement.

Other Stock-Based Awards	Consistent with the terms of the plan, other stock-based awards may be granted to participants in such amounts and upon such terms as the Compensation Committee may determine.

Dividend Equivalents	With the exception of stock options, SARs, and performance awards, awards under the Amended 2019 Plan may, in the discretion of the Compensation Committee, earn dividends or dividend equivalents with respect to the cash or stock dividends or other distributions that would have been paid on the common shares covered by such award had such shares been issued and outstanding on the dividend payment date. However, no dividends may be paid on unvested awards. Such dividend equivalents will be converted to cash or additional common shares by such formula and at such time and subject to such limitations as determined by the Compensation Committee.

Termination of

Employment or

Other Service

The Amended 2019 Plan provides for certain default rules in the event of a termination of a participant’s employment or other service. These default rules may be modified in an award agreement or an individual agreement between DiaMedica and a participant. If a participant’s employment or other service with DiaMedica is terminated for cause, then all outstanding awards held by such participant will be immediately terminated and forfeited. In the event a participant’s employment or other service with DiaMedica is terminated by reason of death, disability, or retirement, then:

● All outstanding stock options (excluding non-employee director options in the case of retirement) and SARs held by the participant will, to the extent exercisable, remain exercisable for a period of one year after such termination, but not later than the date the stock options or SARs would otherwise expire;

● All outstanding unvested awards will be terminated and forfeited; however, with respect to any awards that vest based on the achievement of performance goals, if a participant’s employment or other service with DiaMedica or any subsidiary is terminated prior to the end of the performance period of such award, but after the conclusion of a portion of the performance period (but in no event less than one year), the Compensation Committee may, in its sole discretion, cause shares to be delivered or payment made with respect to the participant’s award, but only if otherwise earned for the entire performance period and only with respect to the portion of the applicable performance period completed at the date of such event, with proration based on the number of months or years that the participant was employed or performed services during the performance period.

In the event a participant’s employment or other service with DiaMedica is terminated by reason other than for cause, death, disability, or retirement, then:

● All outstanding stock options (including non-employee director options) and SARs held by the participant that then are exercisable will remain exercisable for three months after the date of such termination, but will not be exercisable later than the date the stock options or SARs would otherwise expire;

● All outstanding restricted stock will be terminated and forfeited; and

● All outstanding unvested RSUs, performance awards and other stock-based awards will be terminated and forfeited. However, with respect to any awards that vest based on the achievement of performance goals, if a participant’s employment or other service with DiaMedica or any subsidiary is terminated prior to the end of the performance period of such award, but after the conclusion of a portion of the performance period (but in no event less than one year), the Compensation Committee may, in its sole discretion, cause shares to be delivered or payment made with respect to the participant’s award, but only if otherwise earned for the entire performance period and only with respect to the portion of the applicable performance period completed at the date of such event, with proration based on the number of months or years that the participant was employed or performed services during the performance period.

Modification of

Rights upon

Termination

Upon a participant’s termination of employment or other service with DiaMedica or any subsidiary, the Compensation Committee may, in its sole discretion (which may be exercised at any time on or after the grant date, including following such termination) cause stock options or SARs (or any part thereof) held by such participant as of the effective date of such termination to terminate, become or continue to become exercisable or remain exercisable following such termination of employment or service, and restricted stock, RSUs, performance awards, non-employee director awards, and other stock-based awards held by such participant as of the effective date of such termination to terminate, vest, or become free of restrictions and conditions to payment, as the case may be, following such termination of employment or service, in each case in the manner determined by the Compensation Committee; provided, however, that no stock option or SAR may remain exercisable beyond its expiration date, and any such action by the Compensation Committee adversely affecting any outstanding award will not be effective without the consent of the affected participant, except to the extent the Compensation Committee is authorized by the Amended 2019 Plan to take such action.

Forfeiture and Recoupment	If a participant is determined by the Compensation Committee to have taken any action while providing services to DiaMedica or within one year after termination of such services, that would constitute “cause” or an “adverse action,” as such terms are defined in the Amended 2019 Plan, all rights of the participant under the Amended 2019 Plan and any agreements evidencing an award then held by the participant will terminate and be forfeited. The Compensation Committee has the authority to rescind the exercise, vesting, issuance, or payment in respect of any awards of the participant that were exercised, vested, issued, or paid and require the participant to pay to DiaMedica, within 10 days of receipt of notice, any amount received or the amount gained as a result of any such rescinded exercise, vesting, issuance, or payment. DiaMedica may defer the exercise of any stock option or SAR for up to six months after receipt of notice of exercise in order for the Compensation Committee to determine whether “cause” or “adverse action” exists. DiaMedica is entitled to withhold and deduct future wages to collect any amount due. Awards granted under the Amended 2019 Plan are subject to DiaMedica’s clawback policy, as amended from time to time, and any other clawback, forfeiture, or recoupment provision required by applicable law or under the requirements of any stock exchange or market upon which our common shares is then listed or traded.

Effect of Change in Control	Generally, a “change in control” means: ● The acquisition, other than from DiaMedica, by any individual, entity, or group of beneficial ownership of 50% or more of the then outstanding shares of common shares of DiaMedica; ● The consummation of a reorganization, merger, or consolidation of DiaMedica with respect to which all or substantially all of the individuals or entities who were the beneficial owners of common shares immediately prior to the transaction do not, following the transaction, beneficially own more than 50% of the outstanding shares of common shares of the corporation resulting from the transaction; or ● A complete liquidation or dissolution of DiaMedica or the sale or other disposition of all or substantially all of the assets of DiaMedica. Subject to the terms of the applicable award agreement or an individual agreement between DiaMedica and a participant, upon a change in control, the Compensation Committee may, in its discretion, determine whether some or all outstanding options shall become exercisable in full or in part, whether the restriction period and performance period applicable to some or all outstanding restricted stock awards and RSUs shall lapse in full or in part and whether the performance measures applicable to some or all outstanding awards shall be deemed to be satisfied. The Compensation Committee may further require that shares of stock of the corporation resulting from such a change in control, or a parent corporation thereof, be substituted for some or all of our shares of common shares subject to an outstanding award and that any outstanding awards, in whole or in part, be surrendered to us by the holder, to be immediately cancelled by us, in exchange for a cash payment, shares of capital stock of the corporation resulting from or succeeding us or a combination of both cash and such shares of stock.

Term, Termination and Amendment	Unless sooner terminated by the Board of Directors, the Amended 2019 Plan will terminate at midnight on May 19, 2036. No award will be granted after termination of the Amended 2019 Plan, but awards outstanding upon termination of the Amended 2019 Plan will remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of the Amended 2019 Plan. Subject to certain exceptions, the Board of Directors has the authority to terminate and amend the Amended 2019 Plan or any outstanding award agreement at any time and from time to time. No amendments to the Amended 2019 Plan will be effective without approval of DiaMedica’s shareholders if: shareholder approval of the amendment is then required pursuant to the rules of the primary stock exchange on which the common shares is then traded, or the applicable laws of any foreign country or jurisdiction, including any amendment which would: (i) materially increase benefits accruing to participants; (ii) permit repricing; (iii) increase the aggregate number of shares of common shares issued or issuable under the Amended 2019 Plan; (iv) increase any limit or sub-limit set forth in the Amended 2019 Plan on the number of shares of common shares which may be issued or the aggregate value of awards which may be made, in respect of any type of award to any single participant during any specified period or which may be subject to incentive stock options granted under the 2019 Plan;(v) extend the term of the 2019 Plan; (vi) expand the class of eligible recipients of Awards under the Amended 2019 Plan; or (vii) permit the issuance of discount options or SARs. No termination or amendment of the Amended 2019 Plan or an award agreement shall adversely affect in any material way any award previously granted under the Amended 2019 Plan without the written consent of the participant holding such award.

U.S. Federal Income Tax Information

The following is a general summary, as of the date of this proxy statement, of the U.S. federal income tax consequences to participants and DiaMedica of transactions under the Amended 2019 Plan. This summary is intended for the information of shareholders considering how to vote at the meeting and not as tax guidance to participants in the Amended 2019 Plan, as the consequences may vary with the types of grants made, the identity of the participant, and the method of payment or settlement. The summary does not address the effects of other U.S. federal taxes or taxes imposed under state, local, or foreign tax laws. Participants are encouraged to seek the advice of a qualified tax advisor regarding the tax consequences of participation in the Amended 2019 Plan.

Incentive Stock Options. With respect to incentive stock options, generally, the stock option holder is not taxed, and we are not entitled to a deduction, on either the grant or the exercise of an incentive stock option so long as the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) continue to be met. If the stock option holder meets the employment requirements and does not dispose of the common shares acquired upon exercise of an incentive stock option until at least one year after date of the exercise of the stock option and at least two years after the date the stock option was granted, gain or loss realized on sale of the shares will be treated as long-term capital gain or loss. If the common shares are disposed of before those periods expire, which is called a disqualifying disposition, the stock option holder will be required to recognize ordinary income in an amount equal to the lesser of (i) the excess, if any, of the fair market value of our common shares on the date of exercise over the exercise price, or (ii) if the disposition is a taxable sale or exchange, the amount of gain realized. Upon a disqualifying disposition, we will generally be entitled, in the same tax year, to a deduction equal to the amount of ordinary income recognized by the stock option holder.

Non-Statutory Stock Options. The grant of a stock option that does not qualify for treatment as an incentive stock option, which is generally referred to as a non-statutory stock option, is generally not a taxable event for the stock option holder. Upon exercise of the stock option, the stock option holder will generally be required to recognize ordinary income in an amount equal to the excess of the fair market value of our common shares acquired upon exercise (determined as of the date of exercise) over the exercise price of the stock option, and we will be entitled to a deduction in an equal amount in the same tax year. At the time of a subsequent sale or disposition of shares obtained upon exercise of a non-statutory stock option, any gain or loss will be either a long-term or short-term capital gain or loss, depending on how long the shares have been held.

SARs. The grant of an SAR will not cause the participant to recognize ordinary income or entitle us to a deduction for federal income tax purposes. Upon the exercise of an SAR, the participant will recognize ordinary income in the amount of the cash or the value of common shares payable to the participant (before reduction for any withholding taxes), and we will receive a corresponding deduction in an amount equal to the ordinary income recognized by the participant.

Restricted Stock, RSUs, Deferred Stock Units and Other Stock-Based Awards. The federal income tax consequences with respect to restricted stock, RSUs, DSUs, performance shares and performance stock units, and other stock unit and stock-based awards depend on the facts and circumstances of each award, including, in particular, the nature of any restrictions imposed with respect to the awards. In general, if an award of stock granted to the participant is subject to a “substantial risk of forfeiture” (e.g., the award is conditioned upon the future performance of substantial services by the participant) and is nontransferable, a taxable event occurs when the risk of forfeiture ceases or the awards become transferable, whichever first occurs. At such time, the participant will recognize ordinary income to the extent of the excess of the fair market value of the stock on such date over the participant’s cost for such stock (if any), and the same amount is deductible by us. Under certain circumstances, the participant, by making an election under Section 83(b) of the Code, can accelerate federal income tax recognition with respect to an award of stock that is subject to a substantial risk of forfeiture and transferability restrictions, in which event the ordinary income amount and our deduction will be measured and timed as of the grant date of the award. If the stock award granted to the participant is not subject to a substantial risk of forfeiture or transferability restrictions, the participant will recognize ordinary income with respect to the award to the extent of the excess of the fair market value of the stock at the time of grant over the participant’s cost, if any, and the same amount is deductible by us. If a stock unit award or other stock-based award is granted but no stock is actually issued to the participant at the time the award is granted, the participant will recognize ordinary income at the time the participant receives the stock free of any substantial risk of forfeiture (or receives cash in lieu of such stock) and the amount of such income will be equal to the fair market value of the stock at such time over the participant’s cost, if any, and the same amount is then deductible by us.

Withholding Obligations. We are entitled to withhold and deduct from future wages of the participant, to make other arrangements for the collection of, or to require the recipient to pay to us, an amount necessary for us to satisfy the recipient’s federal, state or local tax withholding obligations with respect to awards granted under the Amended 2019 Plan. Withholding for taxes may be calculated based on the maximum applicable tax rate for the participant’s jurisdiction or such other rate that will not trigger a negative accounting impact on DiaMedica. The Compensation Committee may permit a participant to satisfy a tax obligation by withholding shares of common shares underlying an award, tendering previously acquired shares, delivery of a broker exercise notice, or a combination of these methods.

Code Section 409A. The foregoing discussion of tax consequences of awards under the Amended 2019 Plan assumes that the award discussed is either not considered a “deferred compensation arrangement” subject to Section 409A of the Code or has been structured to comply with its requirements. If an award is considered a deferred compensation arrangement subject to Section 409A of the Code but fails to comply, in operation or form, with the requirements of Section 409A, the affected participant would generally be subject to a 20% penalty tax, in addition to ordinary income tax, at the time the grant becomes vested, plus an interest penalty tax.

Code Section 162(m). Pursuant to Section 162(m) of the Code, the annual compensation paid to an individual who is a “covered employee” may not be deductible by us to the extent that it exceeds $1 million. Any awards we grant pursuant to the Amended 2019 Plan to covered employees, whether performance-based or otherwise, will be subject to the $1 million annual deduction limitation.

Excise Tax on Parachute Payments. If, with respect to a participant, the acceleration of the vesting of an award or the payment of cash in exchange for all or part of an award, together with any other payments that such participant has the right to receive from DiaMedica, would constitute a “parachute payment” then pursuant to Section 280G of the Code, and any portion of the payment would be subject to a 20% excise tax pursuant to Section 4999 of the Code, then either the parachute payments will be reduced to avoid excise taxes or a participant will receive the full amount of such parachute payments and pay the related excise taxes, whichever results in the better after-tax result for the participant, If an employee is subject to a 20% excise tax, we will be denied a deduction with respect to such excess parachute payment pursuant to Section 280G of the Code.

Plan Benefits

As described under “Director Compensation”, our non-employee directors are granted stock options annually and other equity awards in lieu of cash compensation. Otherwise, the Awards granted under the Amended 2019 Plan are within the discretion of the Committee. As a result, awards to be granted under the Amended 2019 Plan are not determinable at this time.

Information on equity awards granted in recent years to our named executive officers is available in the Summary of Compensation Table.

Board of Directors Recommendation

The Board of Directors unanimously recommends that our shareholders vote FOR approval of the Amendment and Restatement of the Amended and Restated 2019 Omnibus Incentive Plan.

The Board of Directors Recommends a Vote FOR this Proposal Four.

☑

SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our common shares, as of the close of business on March 23, 2026, by each of our directors and nominees for director, each of our executive officers named in the Summary Compensation Table, by all directors, nominees and current executive officers as a group, and by each shareholder known by us to own beneficially more than 5% of our outstanding common shares. Unless otherwise indicated in a footnote below, the address of each director, nominee and executive officer is care of DiaMedica Therapeutics Inc., 301 Carlson Parkway, Suite 210, Minneapolis, Minnesota 55305.

Name and Address of Beneficial Owner	Amount & Nature of Beneficial Ownership^(a)		Percent of Class^(b)
Named executive officers, directors and nominees:
Rick Pauls	1,178,591^(c)			2.15%
Julie Krop, M.D.		—		*
Scott Kellen	438,978^(d)			*
Michael Giuffre, M.D.	567,032^(e)			1.05%
Richard Kuntz, M.D., M.Sc.	106,430^(f)			*
Tanya Lewis	86,530^(g)			*
Daniel O’Connor	26,768^(h)			*
James Parsons	232,530⁽ⁱ⁾			*
Charles Semba, M.D.	147,017^(j)			*
All current directors and executive officers as a group (9 persons)	2,783,876^(k)			5.0%
Other beneficial owners:
Trill AB Sveavägen 17, 18th Floor, SE-111 57, Stockholm, Sweden	8,825,742^(l)			16.4%
TomEqt Private AB c/o KinKon AB, Biblioteksgatan 25, 11435, Stockholm, Sweden	8,383,577^(m)			15.58%
Richard Jacinto II 4775 Collins Avenue, Suite 3003, Miami Beach, FL 33140	4,958,823⁽ⁿ⁾			9.2%
Leon G. Cooperman St. Andrews Country Club, 7118 Melrose Castle Lane, Boca Raton, FL 33496	3,450,000^(o)			6.4%

*	Less than one percent.

(a)

Unless otherwise indicated in a footnote below, (i) the listed beneficial owner has sole voting power and investment power with respect to such shares, and (ii) no director or executive officer has pledged as security any shares shown as beneficially owned. Includes shares subject to options that are currently exercisable and shares subject to options and RSUs that are scheduled to become exercisable or vest and settle, as applicable, within 60 days of March 23, 2026, and shares, if any, held pursuant to employee stock purchase plans. Excludes fractional shares held by any listed beneficial owner.

(b)	Percent of class is based on 53,805,628 shares outstanding as of our record date, March 23, 2026.

(c)	Includes 1,110,000 shares underlying stock options; and 1,749 shares underlying deferred stock units.

(d)	Includes 406,688 shares underlying stock options.

(e)	Includes 25,573 shares held by 424822 Alberta Ltd., over which Dr. Giuffre has sole voting and dispositive power; 164,890 shares held jointly with spouse; 21,070 shares held by spouse; 126,433 shares underlying stock options; and 100,706 shares underlying deferred stock units.

(f)	Includes 82,220 shares underlying stock options.

(g)	Includes 86,530 shares underlying stock options.

(h)	Includes 26,768 shares underlying stock options.

(i)	Includes 142,152 shares underlying stock options; and 76,128 shares underlying deferred stock units.

(j)	Includes 101,570 shares underlying stock options; and 839 shares underlying restricted stock units.

(k)	Includes 2,082,360 shares underlying stock options; 839 shares underlying restricted stock units; and 178,583 shares underlying deferred stock units.

(l)

Based solely on information contained in Amendment No. 4 on Schedule 13G filed by Trill AB on February 6, 2026, reflecting beneficial ownership as of December 31, 2025. Trill AB and Jan Stahlberg reported having shared voting power and shared dispositive power of the common shares. Trill AB is the record holder of the common shares and Mr. Jan Ståhlberg is the board member and beneficial owner of Trill AB. Trill AB and Mr. Ståhlberg filed their Schedule 13G jointly, but each has disclaimed membership in a group.

(m)

Based on Form 4 of filed by TomEnterprise AB on July 25, 2025 and Amendment No. 4 to Schedule 13G filed by TomEnterprise AB on July 30, 2025 reflecting beneficial ownership as of July 23, 2025. TomEqt Private AB is the record holder of 8,383,577 shares. Mr. Thomas Von Koch, as the board member of TomEqt Private AB, has the sole power to vote and dispose of the shares and is deemed to be a beneficial owner of all the shares. TomEqt Private AB, TomEnterprise AB, and Mr. Von Koch filed jointly but each has disclaimed membership in any group.

(n)	Based solely on information contained in Amendment No. 3 to Schedule 13G filed by Mr. Richard Jacinto II on November 7, 2025, reflecting beneficial ownership as of September 30, 2025.

(o)

Based solely on information contained in Amendment No. 2 to Schedule 13G filed by Leon G. Cooperman on February 17, 2026, reflecting beneficial ownership as of December 31, 2025. Mr. Cooperman holds 2,450,000 common shares directly and 1,000,000 common shares are held directly by The Leon and Toby Cooperman Foundation, of which Mr. Cooperman is a trustee.

CORPORATE GOVERNANCE

Our Board of Directors is responsible for overseeing the management of DiaMedica and for the conduct of our affairs generally. Each director is elected annually by the shareholders and serves for a term that will end at the next annual general meeting of shareholders.

The Board of Directors facilitates its exercise of independent supervision over the management of DiaMedica through a combination of formal meetings of the Board of Directors and informal discussions amongst Board members. The Board of Directors is comprised of a majority of independent directors. The Board of Directors manages governance matters both directly and through its Board committees, which are described in more detail below. The Board of Directors looks to management of DiaMedica to keep it apprised of all significant developments affecting DiaMedica and our operations. All major acquisitions, dispositions, investments, contracts and other significant matters outside the ordinary course of our business are subject to approval by the Board of Directors.

Corporate Governance Guidelines

The Board of Directors has established Corporate Governance Guidelines that describe our basic approach to corporate governance. Among the topics addressed in our Corporate Governance Guidelines are:

●	Board size and qualifications	●	Conflicts of interest
●	Selection of new directors	●	Director independence
●	Board leadership	●	Board interaction with corporate constituencies
●	Board committees	●	Change of principal occupation
●	Director responsibilities	●	Term limits
●	Board and committee meetings	●	Retirement and resignation policy
●	Executive sessions of independent directors	●	Board compensation
●	Meeting attendance by directors and non-directors	●	Stock ownership by directors
●	Appropriate information and access	●	Board compensation
●	Ability to retain advisors	●	Board access to senior management
●	CEO evaluation	●	Management development
●	Succession planning	●	Loans to directors and executive officers
●	Limitations on other Board service	●	Board and committee evaluation
●	Oversight and risk management	●	Communications with directors
●	Director orientation

Board Leadership Structure

Under our Corporate Governance Guidelines, the Board of Directors may select from its members a Chairman of the Board. The office of Chairman of the Board and the office of President and Chief Executive Officer may be held by one person. The Board of Directors believes it is best not to have a fixed policy on this issue and that it should be free to make this determination based on what it believes is best in light of current circumstances. The Board of Directors, acting as a group or through the Nominating and Corporate Governance Committee, will periodically review the leadership structure of the Board of Directors to assess whether it is appropriate given the specific characteristics and circumstances of DiaMedica. However, the Board of Directors does strongly endorse the concept of independent directors being in a position of leadership. If at any time, the Chief Executive Officer and Chairman of the Board are the same, the Board of Directors shall elect an independent director to serve as the lead director. The lead director will have the following duties and responsibilities in addition to such other duties and responsibilities as may be determined by the Board of Directors from time to time.

●

chairing the executive sessions of the independent directors and calling meetings of the independent directors;

●

determining the agenda for the executive sessions of the independent directors and participating with the Chairman of the Board in establishing the agenda for Board meetings;

●

coordinating feedback among the independent directors and the Chief Executive Officer;

●

overseeing the development of appropriate responses to communications from shareholders and other interested persons addressed to the independent directors as a group;

●

on behalf of the independent directors, retaining legal counsel or other advisors as they deem appropriate in the conduct of their duties and responsibilities; and

●

performing such other duties as the Board of Directors deems appropriate from time to time.

Mr. Parsons currently serves as Chairman of the Board and Rick Pauls currently serves as President and Chief Executive Officer.

We currently believe this leadership structure of an independent Chairman of the Board is in the best interests of DiaMedica and our shareholders and strikes the appropriate balance between the President and Chief Executive Officer’s responsibility for the strategic direction, day-to-day leadership and performance of our Company and the Chairman of our Board’s responsibility to guide overall strategic direction of our Company and provide oversight of our corporate governance and guidance to our President and Chief Executive Officer and to set the agenda for and preside over Board meetings. We recognize that different leadership structures may be appropriate for companies in different situations and believe that no one structure is suitable for all companies. We believe that our Company is well served by this leadership structure. We anticipate that the Board of Directors will periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Director Independence

The Board of Directors has determined that each of Ms. Lewis, Messrs. O’Connor and Parsons and Drs. Giuffre, Kunts, and Semba are “independent directors” as defined in the applicable listing standards of The Nasdaq Stock Market LLC. In making these affirmative determinations that such individuals are “independent directors,” the Board of Directors reviewed and discussed information provided by the directors and by DiaMedica with regard to each director’s business and personal activities as they may relate to DiaMedica and our management.

Executive or In-Camera Sessions

Our Corporate Governance Guidelines provide that our independent directors will meet with no Company management present during a portion of or after Board meetings on a regular basis but not fewer than two times per year. After each such executive or in-camera session, and as otherwise necessary, our Chairman of the Board provides our Chief Executive Officer with any actionable feedback from our independent directors.

Board Committees

The Board of Directors has a standing Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Scientific and Clinical Research Committee. Each of these committees has the composition described in the table below and the responsibilities described in the sections below. The Board of Directors has adopted a written charter for each committee of the Board of Directors which can be found on the “Investor Relations—Governance—Governance Documents” section of our corporate website www.diamedica.com and which each committee reviews and assesses on an annual basis. The Board of Directors from time to time may establish other committees.

The following table summarizes the current membership of each of our four Board committees.

Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Scientific and Clinical Research Committee
Michael Giuffre, M.D.			Chair	Member
Richard Kuntz, M.D., M.Sc.		Member		Chair
Tanya Lewis		Member	Member	Member
Daniel O’Connor	Member	Chair	Member
James Parsons	Chair
Rick Pauls
Charles Semba, M.D.	Member	Member		Member

Audit Committee

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to our annual and quarterly financial statements filed with the SEC and any applicable securities regulatory authorities of the provinces and territories of Canada, our financial reporting process, our internal control over financial accounting and disclosure controls and procedures, the annual independent audit of our financial statements and the effectiveness of our legal compliance and ethics programs. The Audit Committee’s primary responsibilities include:

●

overseeing our financial reporting process, internal control over financial reporting and disclosure controls and procedures on behalf of the Board of Directors;

●

having sole authority to appoint, oversee, evaluate, retain and terminate the engagement of our independent registered public accounting firm and establish the compensation to be paid to the firm;

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reviewing and pre-approving all audit services and permissible non-audit services to be provided to us by our independent registered public accounting firm;

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establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and

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overseeing our systems to monitor legal and ethical compliance programs, including the establishment and administration of (including the grant of any waiver from) a written code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

In addition to its primary responsibilities, the Audit Committee oversees DiaMedica’s systems to monitor compliance with legal and regulatory requirements, our Code of Business Conduct and Ethics, and our cybersecurity efforts.

The Audit Committee has the authority to engage the services of outside experts and advisors as it deems necessary or appropriate to carry out its duties and responsibilities.

Composition

The Board of Directors has determined that each member of the Audit Committee qualifies as “independent” for purposes of membership on audit committees pursuant to the Nasdaq Listing Rules and the rules and regulations of the SEC and is “financially literate” as required by the Nasdaq Listing Rules. In addition, the Board of Directors has determined that each of Mr. Parsons and Mr. O’Connor qualifies as an “audit committee financial expert” as defined by the rules and regulations of the SEC and meets the qualifications of “financial sophistication” under the Nasdaq Listing Rules as a result of, in Mr. Parson’s case, his extensive financial background and various financial positions he has held throughout his career, and in Mr. O’Connor’s case, his extensive executive leadership experience, including at Nasdaq-listed companies. Shareholders should understand that these designations related to our Audit Committee members’ experience and understanding with respect to certain accounting and auditing matters do not impose upon any of them any duties, obligations or liabilities that are greater than those generally imposed on a member of the Audit Committee or of the Board of Directors.

Compensation Committee

The Compensation Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to compensation of our Chief Executive Officer and other executive officers and administers our equity compensation plans. The Compensation Committee’s primary responsibilities include:

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determining all compensation for our Chief Executive Officer and other executive officers;

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administering our equity-based compensation plans;

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reviewing, assessing and approving overall strategies for attracting, developing, retaining and motivating our management and employees;

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overseeing the development and implementation of succession plans for our Chief Executive Officer and other key executive officers and employees;

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reviewing, assessing and approving overall compensation structure on an annual basis; and

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recommending and leading a process for the determination of non-employee director compensation.

The Compensation Committee has the authority to engage the services of outside experts and advisors as it deems necessary or appropriate to carry out its duties and responsibilities, and prior to doing so, assesses the independence of such experts and advisors from management.

Composition

The Board of Directors has determined that each member of the Compensation Committee is an “independent director” under the Nasdaq Listing Rules, a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and otherwise independent under the rules and regulations of the SEC.

Processes and Procedures for Consideration and Determination of Executive Compensation

As described above, the Board of Directors has delegated to the Compensation Committee the responsibility, among other things, to determine any and all compensation payable to our executive officers, including annual salaries, short-term incentive compensation, long-term incentive compensation, perquisites and any and all other compensation, and to administer our equity-based compensation plans. The Compensation Committee has the full power and authority of the Board of Directors to perform these duties and to fulfill these responsibilities. Under the terms of its formal written charter, the Compensation Committee has the power and authority, to the extent permitted by applicable law, to delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee. The Compensation Committee has delegated to the Chief Executive Officer and Chief Financial Officer, and each of them individually, under DiaMedica’s 2019 Plan the authority to approve initial stock option grants to newly hired non-executive officer employees of DiaMedica and subject to DiaMedica’s equity grant policy (as described below under “—”) and additional conditions and limitations specified by the Compensation Committee. The Compensation Committee has not delegated any other of its duties and responsibilities to subcommittees.

The Compensation Committee has engaged the services of Alpine Rewards, LLC, an independent compensation consultant, to assist the Compensation Committee in developing a comprehensive compensation strategy based upon compensation levels at benchmark companies for DiaMedica. The Compensation Committee used the information in this report, recommendations from Alpine Rewards, LLC and discussions with management, to establish a compensation strategy and set target compensation levels for officers and non-employee directors. The Compensation Committee retained Alpine Rewards, LLC in August 2024 to update its executive officer compensation analysis. In making final decisions regarding compensation to be paid to our executive officers, the Compensation Committee considers several factors, including the benchmarking information gathered by its compensation consultants, the achievement by DiaMedica of pre-established performance objectives, the general performance of DiaMedica and the individual officers, and other factors that may be relevant.

Final deliberations and decisions by the Compensation Committee regarding the form and amount of compensation to be paid to our executive officers are made by the Compensation Committee, without the presence of any executive officer of our Company.

Processes and Procedures for Consideration and Determination of Director Compensation

As mentioned above, the Board of Directors has delegated to the Compensation Committee the responsibility, among other things, to review and make recommendations to the Board of Directors concerning compensation for non-employee members of the Board of Directors, including but not limited to retainers, meeting fees, committee chair and member retainers and equity compensation. Decisions regarding director compensation made by the Compensation Committee are not considered final and are subject to final review and approval by the entire Board of Directors. In making recommendations to the Board of Directors regarding compensation to be paid to our non-employee directors, the Compensation Committee considers fees and other compensation paid to directors of benchmark companies as gathered by its compensation consultant, Alpine Rewards; the number of Board and committee meetings that our directors are expected to attend; the duties and responsibilities of individual Board members; and other factors that may be relevant. In making final decisions regarding non-employee director compensation, the Board of Directors considers the same factors and the recommendation of the Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to director nominations and corporate governance. The primary responsibilities of the Nominating and Corporate Governance Committee include:

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identifying individuals qualified to become members of the Board of Directors, which includes reviewing and considering director nominees submitted by shareholders;

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recommending director nominees for each annual general meeting of our shareholders and director nominees to fill any vacancies that may occur between general meetings of shareholders;

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engaging in succession planning for the Board of Directors;

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being aware of best practices in corporate governance matters and developing and recommending to the Board of Directors a set of corporate governance guidelines to govern the Board of Directors, its committees, DiaMedica and our employees;

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recommending director diversity, retirement age, tenure and refreshment policies;

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developing and overseeing an orientation process for new directors; and

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developing and overseeing a periodic Board of Directors and Board committee evaluation process.

The Nominating and Corporate Governance Committee has the authority to engage the services of outside experts and advisors as it deems necessary or appropriate to carry out its duties and responsibilities.

Composition. The current members of the Nominating and Corporate Governance Committee are Dr. Giuffre, Ms. Lewis and Mr. O’Connor. Dr. Giuffre is the Chair of the Nominating and Corporate Governance Committee. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is an “independent director” under the Nasdaq Listing Rules.

Scientific and Clinical Research Committee

The primary responsibilities of the Scientific and Clinical Research Committee include:

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reviewing the existing medical and scientific, state of the art, diagnostic and therapeutic trends for medical conditions that DiaMedica is pursuing or plans to pursue;

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reviewing with, and assisting when necessary, management in early- and late-stage clinical research and clinical trial plans and strategies, including statistical plans for group sequential analysis and/or adaptive clinical trials designs and identifying scientific advisory board members;

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reviewing with management the external clinical research structures, including any clinical research organizations, and critical adjudication committee membership and structure for current or planned clinical studies;

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reviewing clinical research results to evaluate product cost-effectiveness and understanding reimbursement strategies;

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reviewing periodically ongoing clinical research and clinical trial progress;

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reviewing and providing guidance on publication strategies;

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providing advice on interactions with regulatory bodies, especially the U.S. Food and Drug Administration, clinical principal investigators and clinical trial committees, and any employed clinical research organizations; and

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providing summaries and guidance to the Board of Directors regarding the scientific and clinical research meeting activities of the Committee.

Composition. The current members of the Scientific and Clinical Research Committee are Dr. Giuffre, Dr. Kuntz, Ms. Lewis and Dr. Semba. Dr. Kuntz is the Chair of the Scientific and Clinical and Research Committee. The Board of Directors has determined that each member of the Scientific and Clinical Research Committee is an “independent director” under the Nasdaq Listing Rules.

Board and Committee Meetings

The Board of Directors met five times in 2025. The Audit Committee met four times; the Compensation Committee met eight times; and the Nominating and Corporate Governance Committee met six times during 2025.

Each of our directors attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all Board committees on which the director served.

Policy Regarding Director Attendance at Annual General Meetings of Shareholders

Directors are encouraged, but not required, to attend our Annual General Meetings of Shareholders. All of our then current directors attended the 2025 Annual General Meeting of Shareholders either in person, by telephone or by video conference, except for Mr. O’Connor.

Role of Board in Risk Oversight Process

Risk is inherent with every business. We face a number of risks, including regulatory, compliance, legal, competitive, financial, operational, political, cybersecurity, strategic and reputational risks.

Our management is responsible for the day-to-day management of risks faced by us, while the Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors ensures that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board of Directors oversees risks through the establishment of policies and procedures that are designed to guide daily operations in a manner consistent with applicable laws, regulations and risks acceptable to us. Our President and Chief Executive Officer, who is also a member of the Board of Directors, regularly discusses with the Board of Directors the strategies and risks facing our Company.

One of the key functions of the Board of Directors is informed oversight of our risk management process. The Board administers this oversight function directly, with support from its four standing committees (the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Scientific and Clinical Research Committee), each of which addresses risks specific to its respective areas of oversight.

Director Qualifications and Nominations

The Board of Directors seeks to ensure that the Board is composed of members whose particular expertise, experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. To this end, the Nominating and Corporate Governance Committee uses a board composition matrix which identifies the professional experience and skill sets represented on the current Board of Directors and compares them to the skill sets that the Nominating and Corporate Governance Committee believes are important to have represented among the directors at any given time in light of the Company’s current business, strategy, risks and opportunities. Any gaps become focus areas for director development or search efforts.

New director candidates are nominated by the Board after evaluation and recommendation by the Nominating and Corporate Governance Committee.

In identifying director candidates, the Nominating and Corporate Governance Committee and the Board take into account the following:

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the comments and recommendations of Board members regarding the qualifications and effectiveness of the existing Board, or additional qualifications that may be required when selecting new Board members;

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the requisite expertise and sufficiently diverse backgrounds of the Board’s overall membership composition;

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the independence of outside directors and other possible conflicts of interest between existing and potential members of the Board; and

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any other factors they consider appropriate.

When considering director nominees, the Nominating and Corporate Governance Committee and the Board of Directors focuses primarily on the information discussed in director individual biographies, personal interviews and recommendations.

The Nominating and Corporate Governance Committee will consider director candidates recommended by our shareholders. Those candidates must be qualified and exhibit the experience and expertise required of the Board’s own pool of candidates, as well as have an interest in our business and demonstrate the ability to attend and prepare for Board, committee, and shareholder meetings. Any candidate must provide a written statement, in advance, affirming his or her willingness and interest in serving on the Board. Candidates should represent the interests of all shareholders and not those of a special interest group. The Nominating and Corporate Governance Committee will evaluate candidates recommended by shareholders using the same criteria it uses to evaluate candidates recommended by others as described above. A shareholder that desires to nominate a person for election to the Board of Directors at a meeting of shareholders must follow the specified advance notice requirements and provide the specific information as required by our Articles and British Columbia’s Business Corporations Act (BCBCA). See additional information below under “Shareholder Proposals for 2027 Annual General Meeting of Shareholders.”

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics applicable to all of our directors, officers and employees, in accordance with Section 406 of the Sarbanes-Oxley Act of 2002, the rules of the SEC promulgated thereunder and the Nasdaq Listing Rules. We monitor employee and director compliance with our Code of Business Conduct and Ethics through employee and director reporting. Violations may be reported to supervisors, the Chief Financial Officer or, alternatively, to the Chair of the Audit Committee via e-mail. We investigate all reported violations and discipline as appropriate. In the event that any changes are made or any waivers from the provisions of the Code of Business Conduct and Ethics are made, these events would be disclosed on our website or in a Current Report on Form 8-K filed with the SEC within four business days of such event.

Complaint Procedures

The Audit Committee has established procedures for the receipt, retention and treatment of complaints received by DiaMedica regarding accounting, internal accounting controls or auditing matters. These procedures provide for the submission by our employees, on a confidential and anonymous basis, of concerns regarding questionable accounting or auditing matters. Our personnel with such concerns are encouraged to discuss their concerns with our compliance officer, outside legal counsel or Audit Committee Chair.

Process Regarding Shareholder Communications with Board of Directors

Shareholders may communicate with the Board of Directors or any one particular director by sending correspondence, addressed to DiaMedica’s Corporate Secretary, DiaMedica Therapeutics Inc., 301 Carlson Parkway, Suite 210, Minneapolis, Minnesota 55305 with an instruction to forward the communication to the Board of Directors or one or more particular directors. DiaMedica’s Corporate Secretary will promptly forward all such shareholder communications to the Board of Directors or the one or more particular directors, with the exception of any advertisements, solicitations for periodical or other subscriptions and other similar communications.

Committee Charters and Other Governance Documents

The charters of all four of our standing Board committees and our Corporate Governance Guidelines and Code of Business Conduct and Ethics can be found on the “Investor Relations—Governance” section of our corporate website www.diamedica.com. The Board reviews each of these documents on an annual basis. Printed copies of any of these documents are available upon written request directed to Corporate Secretary, DiaMedica Therapeutics Inc., 301 Carlson Parkway, Suite 210, Minneapolis, Minnesota 55305.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of our common stock to file with the SEC reports showing ownership of and changes in ownership of our common stock and other equity securities. Based on a review of reports filed by these reporting persons on the SEC’s electronic filing, or EDGAR, system and written representations by our directors and executive officers, we believe that all of our directors, executive officers and greater than 10% owners complied with all filing requirements applicable to them during fiscal 2025, except that (i) Julie Krop filed one late Form 3 and one late Form 4 with respect to one transaction, and (ii) Trill AB and Jan Stahlberg, as the board member and sole owner of Trill AB, filed two late Form 4s with respect to nine and seven transactions, respectively.

Insider Trading Policy

We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, among other insiders. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Listing Rules of the Nasdaq Stock Market. Our insider trading policy is filed with the SEC as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.

Audit and Non-Audit Fees

The following table presents the aggregate fees billed to us by Baker Tilly US, LLP for the fiscal years ended December 31, 2025 and 2024.

	Fiscal Year Ended December 31,
	2025		2024
Audit Fees^(a)	$	266,354	$	201,184
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total	$	266,354	$	201,184

(a)	These fees consisted of the audit of our annual consolidated financial statements for 2025 and 2024, review of quarterly condensed consolidated financial statements and other services normally provided in connection with statutory and regulatory filings or engagements.

Audit Committee Pre-Approval Policies and Procedures

All services rendered by Baker Tilly US, LLP to DiaMedica were permissible under applicable laws and regulations and all services provided to DiaMedica, other than de minimis non-audit services allowed under applicable law, were approved in advance by the Audit Committee. The Audit Committee’s formal written charter requires the Audit Committee to pre-approve all auditing services and permitted non-audit services, including fees for such services, and permits the Audit Committee to establish pre-approval policies and procedures. The Audit Committee has delegated to the Audit Committee Chair the authority to pre-approve certain services up to $25,000.

Report of the Audit Committee

One of the purposes of the Audit Committee is to oversee DiaMedica’s accounting and financial reporting processes and the audit of DiaMedica’s annual consolidated financial statements. DiaMedica’s management is responsible for the preparation and presentation of complete and accurate financial statements. DiaMedica’s independent registered public accounting firm, Baker Tilly US, LLP, is responsible for performing an independent audit of DiaMedica’s annual consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and for issuing a report on their audit.

In performing its oversight role, the Audit Committee has reviewed and discussed DiaMedica’s audited consolidated financial statements for the year ended December 31, 2025 with DiaMedica’s management. Management represented to the Audit Committee that DiaMedica’s financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee has discussed with Baker Tilly US, LLP the matters required to be discussed under Public Company Accounting Oversight Board standards and Securities and Exchange Commission rules. The Audit Committee has received the written disclosures and the letter from Baker Tilly US, LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Baker Tilly US, LLP’s communications with the Audit Committee concerning independence. The Audit Committee has discussed with Baker Tilly US, LLP its independence and concluded that the independent registered public accounting firm is independent from DiaMedica and DiaMedica’s management.

Based on the review and discussions of the Audit Committee described above, in reliance on the unqualified opinion of Baker Tilly US, LLP regarding DiaMedica’s audited consolidated financial statements, and subject to the limitations on the role and responsibilities of the Audit Committee discussed above and in the Audit Committee’s charter, the Audit Committee recommended to the Board of Directors that DiaMedica’s audited consolidated financial statements for the fiscal year ended December 31, 2025 be included in its Annual Report on Form 10-K for the year ended December 31, 2025 for filing with the Securities and Exchange Commission.

James Parsons, Chair

Daniel O’Connor

Charles Semba, M.D.

The information contained in the above Audit Committee report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, or subject to Regulation 14A or to the liabilities of Section 18 of the Exchange Act, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

DIRECTOR COMPENSATION

Our non-employee directors currently consist of Michael Giuffre, M.D., Richard Kuntz, M.D., M.Sc., Tanya Lewis, Daniel O’Connor, James Parsons and Charles Semba, M.D. We use a combination of cash and long-term equity-based incentive compensation in the form of annual stock option grants to attract and retain qualified candidates to serve on the Board of Directors. In addition, non-employee directors may receive either deferred stock units or restricted stock units in lieu of cash retainers.

Cash Retainers

The following table sets forth the annual cash retainers paid to our non-employee directors during fiscal 2025:

Description	Annual Cash Retainer
Board Member	$	40,000
Chairman of the Board		30,000
Audit Committee Chair		15,000
Audit Committee Member (Excluding Chair)		7,500
Compensation Committee Chair		10,000
Compensation Committee Member (Excluding Chair)		5,000
Nominating and Corporate Governance Committee Chair		8,000
Nominating and Corporate Governance Committee Member (Excluding Chair)		4,000
Scientific and Clinical Research Committee Chair		8,000
Scientific and Clinical Research Committee Member (Excluding Chair)		4,000

Annual Stock Options

Under the Non-Employee Director Compensation Program, each non-employee director each year is granted a stock option to purchase a number of common shares equal to 0.075% of our outstanding shares and the Chairman of the Board is granted an additional stock option to purchase a number of common shares equal to 0.02% of our outstanding shares, in each case rounding down to the nearest whole share. These annual stock options are granted effective as of June 1st each year. All of these stock options have a term of 10 years, a per share exercise price equal to 100% of the fair market value of a common share on the date of grant, and vest and become exercisable in four equal quarterly installments over one year, and in each case so long as the non-employee director is a director of DiaMedica as of such date. Accordingly, on June 1, 2025, each of our then non-employee directors received an option to purchase 32,162 common shares at an exercise price equal to $4.11 per share and Mr. Parsons as our then Chairman of the Board received an additional 8,577 common shares at an exercise price equal to $4.11 per share. These options expire on May 31, 2035.

Our Non-Employee Director Compensation Program also provides that each new non-employee director will be granted a stock option to purchase a number of common shares equal to 0.15% of our outstanding shares, rounding down to the nearest whole share, effective as of the new director’s first day as a director. This initial equity award is in lieu of an annual equity award for the first year of service. This initial stock option has a term of 10 years, a per share exercise price equal to 100% of the fair market value of a common share on the date of grant and vests and becomes exercisable in 12 equal quarterly installments over three years, and in each case so long as the non-employee director is a director of DiaMedica as of such date.

Deferred Stock Units or Restricted Stock Units in Lieu of Annual Cash Retainers

We provide our non-employee directors the opportunity to elect to receive DSUs or RSUs in lieu of up to 100% of their annual cash retainers payable for services to be rendered as a non-employee director, chairman and chair or member of any board committee. Effective as of the first trading day of each year, each non-employee director who elected to receive DSUs or RSUs in lieu of all or a portion of such director’s annual cash retainers is be granted a DSU or RSU award under the 2019 Plan or any other shareholder-approved plan covering that number of shares as determined based on the following formula (rounding down to the nearest whole share):

●

the aggregate dollar amount of the elected portion of the annual cash retainers that otherwise would have been payable to the non-employee director, divided by

●

the 10-trading day average closing sale price of our common shares, as reported by The Nasdaq Capital Market, and as determined on the third trading day prior to the anticipated grant date of the award.

Such DSU and RSU awards vest in four equal quarterly installments, on March 31, June 30, September 30 and December 31, (or prorated from the first date as a director in the case of new directors) in each case so long as the non-employee director is a director of DiaMedica as of such date. DSU awards are settled following a separation from service by such director and RSU awards are settled immediately upon vesting or, if earlier, the death of the director.

If a non-employee director who elected to receive a DSU or RSU award in lieu of all or a portion of such director’s annual cash retainers is no longer a director of DiaMedica before such director’s interest in all of the shares underlying the DSU or RSU award have vested, the director will forfeit his or her rights to receive all of such unvested shares on the day his or her status as a director of DiaMedica terminates. However, shares underlying the DSU or RSU award corresponding to the elected cash retainers for such quarter in which the director’s status changed will vest ratably for such quarter based on the number of days of service as a director of DiaMedica during such quarter.

Director Compensation Table

The table below provides summary information concerning the compensation of each individual who served as a director of DiaMedica during the fiscal year ended December 31, 2025, other than Rick Pauls, our President and Chief Executive Officer, who was not compensated separately for serving on the Board of Directors during fiscal 2025. His compensation for serving as an executive officer is set forth under “Executive Compensation—Summary Compensation Table.”

Name	Fees Earned or Paid in Cash^(a)		Option Awards^(b)(c)		Stock Awards^(d)(e)		All Other Compensation^(f)		Total
Michael Giuffre, M.D.	$	58,000	$	88,574	$	1,844	$	—	$	148,418
Richard Kuntz, M.D.		53,000		88,574		1,687		—		143,261
Tanya Lewis		53,000		88,574		—		—		141,574
James Parsons		85,000		112,195		2,703		—

SEC Form DEF 14A filed by DiaMedica Therapeutics Inc.