Omnicell (OMCL) COO gains 37,409 shares; 8,456 withheld for taxes

Rhea-AI Filing Summary

Omnicell EVP and COO Nnamdi Njoku reported equity compensation changes tied to performance-based restricted stock units. He acquired 37,409 common shares at no cost upon vesting of previously granted performance-based RSUs after the company met stock performance objectives versus the S&P 1000 Healthcare Index.

Of these vested shares, 8,456 were withheld to cover taxes at a price of $34.40 per share. Following these transactions, Njoku directly holds 115,239.4457 shares of Omnicell common stock. The remaining performance-based RSUs will vest in equal quarterly installments over three years.

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^*

Njoku Nnamdi

(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)
	EVP, Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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	03/15/2026		A		37,409(1)	A	$0	123,695.4457	D
Common Stock	03/15/2026		F		8,456(2)	D	$34.4	115,239.4457	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 performance-based restricted stock units that were previously granted on March 15, 2025, subject to the Company meeting certain stock performance objectives compared to the S&P 1000 Healthcare Index. On March 5, 2026 (the determination date), the Compensation Committee determined the performance criteria was met with respect to 37,409 performance-based restricted stock units (100% of target) of which 25% vested upon the one year anniversary of the grant date. The remaining performance-based restricted stock units will vest in equal quarterly increments once every three months over a three-year period (on each May 15, August 15, November 15, and February 15, respectively).

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

	/s/ Eric Lehmann, Attorney-in-Fact for Nnamdi Njoku	03/17/2026
	** 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 transactions did Omnicell (OMCL) COO Nnamdi Njoku report?

Nnamdi Njoku reported vesting of performance-based restricted stock units, acquiring 37,409 Omnicell common shares at no cost, with 8,456 shares withheld to cover taxes. These equity movements reflect compensation-related activity rather than open-market buying or selling of stock.

How many Omnicell (OMCL) shares does Nnamdi Njoku hold after this Form 4?

After these transactions, Nnamdi Njoku directly holds 115,239.4457 Omnicell common shares. This figure reflects the net position after 37,409 shares vested from performance-based RSUs and 8,456 shares were withheld to satisfy tax obligations on the vesting event.

Were Omnicell (OMCL) shares sold on the market in this Form 4 filing?

No open-market sales were reported. The 8,456 Omnicell shares shown as a disposition were withheld by the company to cover taxes due on the restricted stock unit vesting, a standard non-market mechanism rather than a discretionary sale into the open market.

What performance conditions triggered the Omnicell (OMCL) RSU vesting for Nnamdi Njoku?

The vested RSUs were tied to Omnicell stock performance versus the S&P 1000 Healthcare Index. On March 5, 2026, the compensation committee determined 100% of the 37,409 performance-based units met the criteria, allowing 25% to vest on the one-year grant anniversary.

How will the remaining Omnicell (OMCL) performance-based RSUs vest for Nnamdi Njoku?

The remaining performance-based restricted stock units will vest in equal quarterly increments over three years. Vesting is scheduled on May 15, August 15, November 15, and February 15 each year, assuming continuing service and the already achieved performance determination remain in effect.

What does the tax withholding transaction mean in Omnicell (OMCL) COO’s Form 4?

The tax withholding transaction shows 8,456 shares withheld at $34.40 each to pay taxes on vested RSUs. This disposition is a non-discretionary, compensation-related adjustment and does not represent an intentional open-market sale of Omnicell shares by Nnamdi Njoku.