Outset Medical Reports Inducement Grant Under Nasdaq Listing Rule 5635(c)(4)

Outset Medical (Nasdaq: OM) approved equity inducement awards under its Inducement Plan for one executive and two non-executive new hires, in line with Nasdaq Listing Rule 5635(c)(4).

Rhea-AI Summary

Outset Medical (Nasdaq: OM) approved equity inducement awards under its Inducement Plan for one executive and two non-executive new hires, in line with Nasdaq Listing Rule 5635(c)(4).

The grants total 4,000 RSUs and 34,000 PSUs, with multi-year time- and performance-based vesting tied to 2026–2028 goals and continued service.

Positive

• Equity inducement grants total 38,000 RSUs and PSUs for new hires
• 70% of PSUs tied to cumulative three-year goal measured at end of 2028
• 30% of PSUs tied to separate three-year performance goal
• Executive EVP Commercial receives 24,000 PSUs aligning pay with performance

Negative

• New equity awards add up to 38,000 potential shares of dilution
• RSUs vest partly based on time, adding compensation cost regardless of performance

Argus Jul 6 session

+7.63% close to close Open Argus

Details

News Market Reaction – OM

In the Jul 6 session, OM gained 7.63%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved +7.6% in the session following this news. A sharp upside move following this filing ...

Analysis

The stock moved +7.6% in the session following this news. A sharp upside move following this filing would come against an already strong pre-headline gain of 18.06% and elevated short interest of about 11.6%, suggesting positioning and squeeze dynamics may matter more than these routine inducement grants.

Key Figures

RSU grant: 4,000 RSUs PSU grant: 10,000 PSUs Executive PSU grant: 24,000 PSUs +5 more

RSU grant

4,000 RSUs

Inducement award to one non-executive employee

PSU grant

10,000 PSUs

Inducement award to second non-executive employee

Executive PSU grant

24,000 PSUs

Inducement award to EVP of Commercial, Derick Elliott

RSU vesting period

3 years

Inducement RSUs vesting schedule

Initial RSU vesting

33.33%

Vests on one-year anniversary of start date

Remaining RSU vesting

66.67%

Vests in quarterly installments after first year

PSU performance tranche

70%

Earned on cumulative three-year performance goal to end of 2028

PSU secondary tranche

30%

Earned on separate three-year performance goal

Historical Context

5 past events · Latest: May 21

5 events

1. May 21

   Inducement grant

   24h Move

   +1.4%

   Inducement RSU awards to new non-executive hires under Nasdaq Rule 5635(c)(4).

2. May 11

   Conference appearance

   24h Move

   +5.2%

   Announcement of presentation at RBC Capital Markets Global Healthcare Conference.

3. May 07

   Earnings report

   24h Move

   -21.1%

   Q1 2026 results with revenue decline and reiterated full-year guidance.

4. Apr 27

   Earnings date notice

   24h Move

   -2.0%

   Scheduling notice for Q1 2026 financial results and conference call.

5. Apr 08

   Inducement grant

   24h Move

   +2.9%

   Inducement RSU awards to EVP Commercial and a new employee.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

nasdaq listing rule 5635(c)(4), restricted stock units, performance-based restricted stock units, psus

4 terms

nasdaq listing rule 5635(c)(4) regulatory

"approved in accordance with Nasdaq Listing Rule 5635(c)(4), which also requires"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

restricted stock units financial

"were granted in the form of restricted stock units (“RSUs”)"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-based restricted stock units financial

"and performance-based restricted stock units (“PSUs”)"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

psus financial

"Seventy percent (70%) of the PSUs are earned based on achievement"

PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.

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

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SAN JOSE, Calif., July 02, 2026 (GLOBE NEWSWIRE) -- Outset Medical, Inc. (Nasdaq: OM), a medical technology company pioneering a first of-its-kind technology to improve clinical outcomes in dialysis with less cost and complexity (the “Company”), today announced that the Compensation Committee of its Board of Directors approved equity awards under the Company’s Inducement Plan, as a material inducement to employment with the Company, for one recently hired executive employee and two recently hired non-executive employees, each of whom was not previously an employee or director of the Company. The equity awards were approved in accordance with Nasdaq Listing Rule 5635(c)(4), which also requires a public announcement of any equity awards that are not made under a stockholder approved equity plan.

The equity awards to the three employees were granted in the form of restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”), with (i) 4,000 RSUs granted to one non-executive employee, (ii) 10,000 PSUs granted to a second non-executive employee and (iii) 24,000 PSUs granted to Derick Elliott, the Company’s Executive Vice President of Commercial. The RSUs will vest over a period of three years, with 33.33% vesting on the one-year anniversary of the employee’s start date and the remaining 66.67% vesting in quarterly installments thereafter. The PSUs are subject to the performance goals established for the Company’s 2026 PSU program and generally the same terms and conditions applicable to PSU awards granted to other eligible employees of the Company in 2026. Seventy percent (70%) of the PSUs are earned based on achievement against a cumulative three-year performance goal measured at the end of 2028, with any earned units vesting following certification of achievement after the end of 2028. The remaining thirty percent (30%) of the PSUs are earned based on achievement against a separate performance goal measured over a three-year performance period, with any earned units vesting following certification of achievement after the end of the performance period. In each case, vesting remains subject to the employee’s continued service through the applicable vesting dates and subject further to acceleration or forfeiture upon the occurrence of certain events as set forth in the applicable award agreement.

About Outset Medical, Inc.

Outset is a medical technology company transforming the dialysis experience across the continuum of care with a first-of-its-kind technology. The Tablo® Hemodialysis System, FDA-cleared for use from hospital to home, is trusted by more than 1,000 U.S. healthcare facilities and has enabled millions of treatments delivered by thousands of nurses. Designed to reduce the cost and complexity of dialysis, Tablo combines water purification and on-demand dialysate production into a single, integrated system that connects seamlessly with Electronic Medical Record systems and a proprietary data analytics platform. This enterprise solution empowers providers to develop an in-house dialysis program where they are in control – enabling better operational, clinical, and financial outcomes. Outset is redefining what’s possible in kidney care through innovation, scale, and a relentless commitment to improving the lives of patients and the professionals who care for them. For more information, visit www.outsetmedical.com.

Investor Contact
investors@outsetmedical.com 

FAQ

What inducement equity grants did Outset Medical (OM) announce on July 2, 2026?

Outset Medical announced inducement equity grants totaling 38,000 RSUs and PSUs to three new employees. According to Outset Medical, awards include 4,000 RSUs, 10,000 PSUs, and 24,000 PSUs for its Executive Vice President of Commercial.

Who received the new inducement RSU and PSU awards at Outset Medical (OM)?

Three recently hired employees received the inducement awards, including Executive Vice President of Commercial Derick Elliott. According to Outset Medical, one non-executive received 4,000 RSUs, another 10,000 PSUs, and Elliott 24,000 PSUs under the company’s Inducement Plan.

How do the Outset Medical (OM) inducement RSUs vest for new employees?

The 4,000 inducement RSUs vest over three years, subject to continued service. According to Outset Medical, 33.33% vest on the one-year anniversary of the start date, with the remaining 66.67% vesting in equal quarterly installments thereafter.

What performance periods apply to the Outset Medical (OM) inducement PSU awards?

Inducement PSUs use three-year performance periods tied to 2026 PSU program goals. According to Outset Medical, 70% are measured on cumulative performance through 2028, while 30% use a separate three-year goal, with vesting after certification of results.

Are the Outset Medical (OM) inducement equity awards made under a stockholder-approved plan?

The inducement awards are granted under Outset Medical’s Inducement Plan, not a stockholder-approved plan. According to Outset Medical, they comply with Nasdaq Listing Rule 5635(c)(4), which requires public disclosure of such non-stockholder-approved equity grants.

What conditions can affect vesting of Outset Medical (OM) inducement RSUs and PSUs?

Vesting requires each employee’s continued service through applicable vesting dates and achievement of PSU goals. According to Outset Medical, awards are also subject to possible acceleration or forfeiture under conditions described in the individual award agreements.