Omnicell (OMCL) EVP Manley reports PSU vesting, tax withholding and share sale

Rhea-AI Filing Summary

Omnicell EVP and Chief Legal/Admin Officer Corey J. Manley reported equity compensation vesting and related share transactions. On March 15, 2026, he acquired 22,445 shares of Common Stock at $0.00 per share as a grant tied to performance-based restricted stock units previously awarded on March 15, 2025.

On the same date, 3,819 shares were withheld at $34.40 per share to cover taxes due upon vesting of these restricted stock units. On March 16, 2026, he sold 7,405 shares in an open-market transaction at an exact price of $34.69 per share under a pre-arranged Rule 10b5-1 trading plan adopted on June 13, 2025.

Following these transactions, Manley directly held 96,717.3392 shares of Omnicell Common Stock. The remaining performance-based restricted stock units from the March 2025 grant will vest in equal quarterly increments every three months over a three-year period, on each May 15, August 15, November 15, and February 15.

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).

X

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^*

Manley Corey J

(Last) (First) (Middle)

OMNICELL, INC.

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 LEGAL/ADMIN 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		22,445(1)	A	$0	107,941.3392	D
Common Stock	03/15/2026		F		3,819(2)	D	$34.4	104,122.3392	D
Common Stock	03/16/2026		S		7,405(3)	D	$34.69(4)	96,717.3392	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 22,445 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.

3. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 13, 2025.

4. The price reported in Column 4 is an exact price of $34.69 for all shares sold.

	/s/ Eric G. Lehmann, Attorney-in-Fact for Corey J. Manley	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) report for Corey J. Manley?

Omnicell reported that Corey J. Manley received 22,445 shares of Common Stock as a performance-based award, had 3,819 shares withheld for taxes, and sold 7,405 shares in an open-market transaction, leaving him with 96,717.3392 directly held shares.

Were Corey J. Manley’s Omnicell (OMCL) share sales made under a Rule 10b5-1 plan?

Yes. The 7,405-share sale on March 16, 2026, at $34.69 per share was effected pursuant to a Rule 10b5-1 trading plan that Corey J. Manley adopted on June 13, 2025, indicating a pre-arranged, scheduled disposition rather than a spontaneous market decision.

How many Omnicell (OMCL) shares did Corey J. Manley hold after these transactions?

After the award, tax withholding, and open-market sale, Corey J. Manley directly held 96,717.3392 shares of Omnicell Common Stock, as reported in the Form 4, reflecting his updated post-transaction ownership position following the performance-based restricted stock unit vesting.

What performance-based award did Corey J. Manley receive from Omnicell (OMCL)?

Corey J. Manley received 22,445 shares related to performance-based restricted stock units granted March 15, 2025. The award vested after Omnicell met stock performance objectives versus the S&P 1000 Healthcare Index, with 25% vesting at the one-year anniversary of the grant date.

How will Corey J. Manley’s Omnicell (OMCL) performance-based RSUs vest over time?

After meeting performance criteria as of March 5, 2026, 25% of the 22,445 units vested on the March 15, 2026 anniversary. The remaining units vest in equal quarterly increments over three years on May 15, August 15, November 15, and February 15 each year.

Why were some Omnicell (OMCL) shares withheld from Corey J. Manley’s grant?

Omnicell withheld 3,819 shares from Corey J. Manley at $34.40 per share to cover taxes due in connection with the vesting of his restricted stock units. This tax-withholding disposition is a non-market transaction used to satisfy associated tax obligations.