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Outset Medical (OM) General Counsel reports tax-related RSU sell-to-cover trade

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Outset Medical, Inc. General Counsel John L. Brottem reported an open-market sale of 2,638 shares of Common Stock at $3.70 per share. According to the footnotes, this was a required "sell to cover" transaction to satisfy tax withholding obligations tied to the vesting of 5,033 RSU-based shares and is not a discretionary trade. After this tax-related sale, Brottem directly holds 30,277 shares of Common Stock. A separate footnote notes a correction to a previously reported 2,842-share tax-related sale, revising it to 2,862 shares due to an administrative error.

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Insider Brottem John L.
Role General Counsel
Sold 2,638 shs ($10K)
Type Security Shares Price Value
Sale Common Stock 2,638 $3.70 $10K
Holdings After Transaction: Common Stock — 30,277 shares (Direct, null)
Footnotes (1)
  1. Required number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of an aggregate of 5,033 shares of Common Stock underlying RSUs granted to the reporting person on January 12, 2024 and June 10, 2025. This sale was made to satisfy tax withholding obligations through a "sell to cover" transaction and does not represent a discretionary trade by the reporting person. This balance reflects a correction to the number of shares of Common Stock sold by the reporting person to satisfy tax withholding obligations as previously reported on a Form 4 filed on February 19, 2026. Due to an administrative error, the prior Form 4 reported the sale of 2,842 shares instead of the correct number, 2,862 shares.
Shares sold 2,638 shares Open-market sale on May 15, 2026
Sale price per share $3.70 per share Open-market sale on May 15, 2026
Shares held after transaction 30,277 shares Direct Common Stock holdings after sale
RSU-related shares vesting 5,033 shares Common Stock underlying RSUs vesting tied to tax sale
Corrected prior tax sale 2,862 shares Revised from 2,842 shares in prior Form 4
RSUs financial
"shares of Common Stock underlying RSUs granted to the reporting person"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
sell to cover financial
"This sale was made to satisfy tax withholding obligations through a "sell to cover" transaction"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
tax withholding obligations financial
"Required number of shares sold by the reporting person to cover tax withholding obligations"
Form 4 regulatory
"as previously reported on a Form 4 filed on February 19, 2026"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
administrative error other
"Due to an administrative error, the prior Form 4 reported the sale of 2,842 shares"
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Brottem John L.

(Last)(First)(Middle)
3052 ORCHARD DRIVE

(Street)
SAN JOSE CALIFORNIA 95134

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Outset Medical, Inc. [ OM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
General Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/15/2026S2,638(1)D$3.730,277(2)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Required number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of an aggregate of 5,033 shares of Common Stock underlying RSUs granted to the reporting person on January 12, 2024 and June 10, 2025. This sale was made to satisfy tax withholding obligations through a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
2. This balance reflects a correction to the number of shares of Common Stock sold by the reporting person to satisfy tax withholding obligations as previously reported on a Form 4 filed on February 19, 2026. Due to an administrative error, the prior Form 4 reported the sale of 2,842 shares instead of the correct number, 2,862 shares.
John L Brottem05/19/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Outset Medical (OM) report for John L. Brottem?

Outset Medical’s General Counsel John L. Brottem reported selling 2,638 shares of Common Stock at $3.70 per share. The filing explains this sale was executed specifically to cover tax withholding obligations related to recently vested RSU awards, rather than as a discretionary stock trade.

Was the Outset Medical (OM) insider sale by John L. Brottem a discretionary trade?

The sale was not a discretionary trade by John L. Brottem. Footnotes state the 2,638 shares were sold through a "sell to cover" transaction required to satisfy tax withholding obligations arising from the vesting of 5,033 RSU-based Common Stock shares.

How many Outset Medical (OM) shares does John L. Brottem hold after this Form 4 transaction?

After the reported transaction, John L. Brottem directly holds 30,277 shares of Outset Medical Common Stock. This post-transaction balance reflects the tax-related sale of 2,638 shares and incorporates a correction to previously reported figures tied to earlier withholding-related sales.

What RSU vesting event is linked to John L. Brottem’s Outset Medical (OM) share sale?

The sale is linked to vesting of 5,033 shares of Common Stock underlying RSUs granted on January 12, 2024 and June 10, 2025. Shares were sold solely to cover tax withholding obligations triggered when those restricted stock units vested into common shares.

Did Outset Medical (OM) correct any prior Form 4 data for John L. Brottem?

Yes. A footnote explains a correction to a prior Form 4 filed on February 19, 2026, changing a previously reported tax-withholding sale from 2,842 shares to the correct 2,862 shares. The current balance reflects this administrative correction.

What is a "sell to cover" transaction in the context of Outset Medical (OM) RSUs?

A "sell to cover" transaction sells enough shares to pay required taxes when RSUs vest. For Outset Medical, Brottem’s 2,638-share sale was executed specifically to satisfy tax withholding on 5,033 vested RSU shares, rather than representing an elective decision to reduce his holdings.