Outset Medical EVP sells shares to cover RSU taxes

Outset Medical, Inc. executive vice president Marc Nash reported an open-market sale of 1,817 shares of common stock at $3.35 per share.

Rhea-AI Filing Summary

Outset Medical, Inc. executive vice president Marc Nash reported an open-market sale of 1,817 shares of common stock at $3.35 per share. After this transaction, he holds 39,988 shares of Outset Medical common stock.

According to the disclosure, the shares were sold to cover tax withholding obligations arising from the vesting of 4,384 shares underlying restricted stock units granted on March 15, 2021, July 24, 2023, January 12, 2024 and June 10, 2025. The filing states this was a “sell to cover” transaction and not a discretionary trade by Nash.

Insights

Equity Compensation & Governance Analyst

Tax-driven, non-discretionary stock sale tied to RSU vesting.

The filing shows Outset Medical EVP Marc Nash sold 1,817 common shares at $3.35 per share. The footnote explains the sale was required to cover tax withholding on 4,384 RSU shares that vested from grants made between 2021 and 2025.

This is described as a “sell to cover” and “does not represent a discretionary trade,” meaning the sale was driven by tax obligations rather than an elective portfolio decision. After the transaction, Nash still directly owns 39,988 shares, so the disclosed activity reflects routine equity-compensation mechanics rather than a thesis-changing insider move.

Insider Trade Summary

Net Seller: 1,817 shares

Net Sell 1 txn

Insider Nash Marc

Role EVP Operations R&D & Service

Sold 1,817 shs ($6K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,817	$3.35	$6K

Holdings After Transaction: Common Stock — 39,988 shares (Direct)

Footnotes (1)

1. F1. Required number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of an aggregate of 4,384 shares of Common Stock underlying RSUs granted to the reporting person on March 15, 2021, July 24, 2023, 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Outset Medical (OM) report for executive Marc Nash?

Outset Medical reported that EVP Marc Nash sold 1,817 shares of common stock at $3.35 per share. The filing states this was an open-market sale conducted as part of a tax-related “sell to cover” transaction linked to restricted stock unit vesting.

Why did Outset Medical EVP Marc Nash sell 1,817 OM shares?

The sale was made to cover tax withholding obligations from the vesting of 4,384 RSU shares granted in 2021, 2023, 2024 and 2025. The filing specifies this “sell to cover” transaction was not a discretionary trade by Marc Nash.

How many Outset Medical (OM) shares does Marc Nash own after this Form 4 transaction?

After selling 1,817 shares, Marc Nash directly owns 39,988 shares of Outset Medical common stock. This remaining stake reflects his continuing equity interest following the tax-driven sale associated with the vesting of restricted stock units.

What was the price per share in Marc Nash’s Outset Medical stock sale?

The 1,817 Outset Medical shares were sold at $3.35 per share. This price applies to the tax-related “sell to cover” transaction disclosed, which was executed to satisfy withholding obligations on vested RSU awards, not as a discretionary investment decision.

What RSU grants triggered the tax-related sale by Outset Medical EVP Marc Nash?

The tax withholding sale relates to RSUs granted on March 15, 2021, July 24, 2023, January 12, 2024 and June 10, 2025. An aggregate 4,384 RSU shares vested, creating tax obligations that were settled through the sale of 1,817 shares.

Does Marc Nash’s Form 4 indicate a discretionary sale of Outset Medical stock?

No. The filing explicitly states the 1,817-share sale was a “sell to cover” to satisfy tax withholding from RSU vesting and “does not represent a discretionary trade.” This characterizes the transaction as administrative rather than a voluntary change in investment exposure.

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

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Accepted by SEC EDGAR 02/19/2026 - 08:56 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Nash Marc

(Last) (First) (Middle)

3052 ORCHARD DRIVE

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Outset Medical, Inc. [ OM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP Operations R&D & Service

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2026		S		1,817(1)	D	$3.35	39,988	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 4,384 shares of Common Stock underlying RSUs granted to the reporting person on March 15, 2021, July 24, 2023, 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.

	By: John Brottem For: Marc Nash	02/19/2026
	** Signature of Reporting Person	Date
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.