Omnicell (OMCL) EVP Manley sells 5,025 shares, 4,041 withheld for taxes

Rhea-AI Filing Summary

OMNICELL, INC. executive Corey J. Manley, EVP and Chief Legal/Admin Officer, reported two transactions in company common stock. He sold 5,025 shares in an open-market trade at an exact price of $43.22 per share pursuant to a pre-arranged Rule 10b5-1 trading plan. Separately, 4,041 shares were withheld to cover taxes due on vesting of restricted stock units. After these transactions, he directly holds about 112,783 common shares.

Insider Trade Summary 10b5-1

Net Seller: 5,025 shares ($217,181)

Net Sell 2 txns

Insider Manley Corey J

Role EVP&CHIEF LEGAL/ADMIN OFFICER

Sold 5,025 shs ($217K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,025	$43.22	$217K
Tax Withholding	Common Stock	4,041	$43.12	$174K

Holdings After Transaction: Common Stock — 112,783.339 shares (Direct, null)

Footnotes (1)

1. Reflects withholding of shares to cover taxes due in connection with the vesting of restricted stock units. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 13, 2025. The price reported in Column 4 is an exact price of $43.22 for all shares sold.

Key Figures

Open-market sale: 5,025 shares Sale price: $43.22/share Tax withholding shares: 4,041 shares +2 more

5 metrics

Open-market sale 5,025 shares Common stock sold at $43.22 per share in code S transaction

Sale price $43.22/share Exact price reported for all 5,025 sold shares

Tax withholding shares 4,041 shares Withheld to cover taxes on vesting of restricted stock units

Tax withholding price $43.12/share Price used for 4,041-share tax-withholding disposition

Post-transaction holdings 112,783.3392 shares Direct OMNICELL common stock held after reported transactions

Key Terms

Rule 10b5-1 trading plan, restricted stock units, open-market sale, tax-withholding disposition

4 terms

Rule 10b5-1 trading plan financial

"This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"withholding of shares to cover taxes due in connection with the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

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 TEXAS 76137

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2026		F		4,041(1)	D	$43.12	117,808.3392	D
Common Stock	05/18/2026		S		5,025(2)	D	$43.22(3)	112,783.3392	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 withholding of shares to cover taxes due in connection with the vesting of restricted stock units.

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

3. The price reported in Column 4 is an exact price of $43.22 for all shares sold.

	/s/ Eric G. Lehmann, Attorney-in-Fact for Corey J. Manley	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did OMNICELL (OMCL) executive Corey Manley report?

Corey Manley reported one sale and one tax-related share withholding. He sold 5,025 OMNICELL common shares in an open-market transaction and had 4,041 shares withheld to cover taxes related to vesting restricted stock units, while maintaining a substantial remaining direct stake.

How many OMNICELL (OMCL) shares did Corey Manley sell and at what price?

Corey Manley sold 5,025 OMNICELL common shares at $43.22 per share. The filing notes this was an exact sale price for all shares in the transaction, reflecting an open-market sale code S, with his direct ownership updated afterward.

Were Corey Manley’s OMNICELL (OMCL) share sales under a Rule 10b5-1 plan?

Yes. The open-market sale was executed under a Rule 10b5-1 trading plan. A footnote explains the sale followed a pre-arranged plan adopted by the reporting person, indicating the transaction timing was scheduled in advance rather than discretionary.

Why were 4,041 OMNICELL (OMCL) shares disposed of in Corey Manley’s Form 4?

The 4,041-share disposition was for tax withholding. The filing states these shares were withheld to cover taxes due upon the vesting of restricted stock units, a common non-market mechanism that does not represent an open-market sale decision.

How many OMNICELL (OMCL) shares does Corey Manley hold after these transactions?

After the reported transactions, Corey Manley directly holds about 112,783 OMNICELL shares. This post-transaction balance reflects both the 5,025 shares sold in the market and the 4,041 shares withheld for tax obligations related to restricted stock unit vesting.