Omnicell (OMCL) VP reports tax withholding and ESPP share purchase

Rhea-AI Filing Summary

Omnicell VP and Chief Accounting Officer Brian H. Nutt reported routine equity transactions involving company common stock. On February 15, 2026, 258 shares were disposed of to cover tax withholding tied to vesting restricted stock units. The reported balance also reflects 445.6135 shares purchased that day under Omnicell's Employee Stock Purchase Plan, bringing his direct holdings to 17,529.6135 shares.

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^*

NUTT BRIAN H.

(Last) (First) (Middle)

4220 NORTH FREEWAY

(Street)

FORT WORTH TX 76137

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OMNICELL, INC. [ OMCL ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		F		258(1)	D	$36.5	17,529.6135(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects withholding of shares to cover taxes due in connection with the vesting of restricted stock units.

2. The balance is adjusted to reflect 445.6135 shares purchased under the Issuer's Employee Stock Purchase Plan on 2/15/26.

	/s/ Eric Lehmann, Attorney-in-Fact for Brian H. Nutt	02/18/2026
	** 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.

FAQ

What insider transaction did Omnicell (OMCL) report for Brian H. Nutt on February 15, 2026?

Omnicell reported that executive Brian H. Nutt disposed of 258 common shares on February 15, 2026 to cover tax withholding obligations from vesting restricted stock units. This is a non-open-market, administrative transaction related to equity compensation, not a discretionary stock sale on the market.

Why were 258 Omnicell (OMCL) shares disposed of in Brian H. Nutt’s Form 4 filing?

The 258 shares were withheld to satisfy taxes due upon vesting of restricted stock units. Instead of paying cash for the tax liability, a portion of the vested shares was automatically withheld, a common mechanism in equity compensation programs for senior executives and employees.

How many Omnicell (OMCL) shares does Brian H. Nutt hold after the reported Form 4 transactions?

After the transactions, Brian H. Nutt directly holds 17,529.6135 Omnicell common shares. This balance includes the impact of 258 shares withheld for taxes and 445.6135 shares purchased the same day under Omnicell’s Employee Stock Purchase Plan, as reflected in the footnotes.

What role did Omnicell’s Employee Stock Purchase Plan play in Brian H. Nutt’s February 15, 2026 Form 4?

The footnotes state that Nutt’s share balance was adjusted to include 445.6135 shares purchased under Omnicell’s Employee Stock Purchase Plan on February 15, 2026. This reflects an automatic program-based acquisition rather than a discretionary open-market trade, increasing his direct ownership stake.

Does Brian H. Nutt’s Omnicell (OMCL) Form 4 indicate open-market buying or selling activity?

The Form 4 does not show open-market buying or selling. It records a tax-withholding disposition of 258 shares tied to restricted stock unit vesting and an adjustment for 445.6135 shares acquired through the Employee Stock Purchase Plan, both routine compensation-related transactions.