Omnicell Form 4: Etta Nchacha Withholds 3,532 Shares for Taxes

Rhea-AI Filing Summary

Omnicell insider transaction: This Form 4 shows that Etta Nchacha, EVP & CFO of Omnicell, disposed of 3,532 shares of Omnicell common stock on 08/15/2025 at a reported price of $31.69 per share. The filing indicates the disposition code "F," and an explanation states the shares were withheld to cover taxes due upon the vesting of restricted stock units.

The filing also reports that Ms. Nchacha beneficially owned 125,176 shares after the transactions, with that balance adjusted to reflect the purchase of 211 shares under the company Employee Stock Purchase Plan on 08/15/2025. The Form is signed by an attorney-in-fact on 08/19/2025.

Positive

• Clear disclosure of reporting person, role (EVP & CFO), transaction date, quantity, and price.
• Transaction explained as withholding of shares to cover taxes on vested RSUs, indicating routine compensation processing.
• Updated beneficial ownership provided, including ESPP purchase of 211 shares on 08/15/2025.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider sold shares to cover tax withholding; remaining stake remains material but unchanged by large divestiture.

The reported disposition of 3,532 shares at $31.69 appears to be a routine "sell-to-cover" event tied to RSU vesting rather than an open-market directional sale. The filing confirms an updated beneficial ownership of 125,176 shares after the transaction and an additional 211-share ESPP purchase on the same date, suggesting continued participation in company equity programs. The transaction size relative to the reported post-transaction holding indicates the insider retained the majority of her position.

Corporate Governance Expert

TL;DR: Disclosure is standard and timely; sale labeled as tax withholding is consistent with equity compensation procedures.

The Form 4 includes the required details: reporting person, relationship (EVP & CFO), transaction date, quantity disposed, price, and a clear explanation that shares were withheld for tax obligations from RSU vesting. The presence of an attorney-in-fact signature is noted. These elements satisfy routine Section 16 reporting expectations and present no governance red flags based on the information provided.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Etta Nchacha

Role EVP & CFO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3,532	$31.69	$112K

Holdings After Transaction: Common Stock — 125,176 shares (Direct)

Footnotes (1)

1. Reflects withholding of shares to cover taxes due in connection with the vesting of restricted stock units. The balance is adjusted to reflect 211 shares purchased under the Issuer's Employee Stock Purchase Plan on 8/15/25.

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).

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^*

Etta Nchacha

(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 & CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		F		3,532(1)	D	$31.69	125,176(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 211 shares purchased under the Issuer's Employee Stock Purchase Plan on 8/15/25.

	/s/ Vijay Biligiri, Attorney in-Fact for Nchacha Etta	08/19/2025
	** 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 did Omnicell insider Etta Nchacha do on 08/15/2025?

She disposed of 3,532 shares of Omnicell common stock on 08/15/2025 at a reported price of $31.69 per share.

Why were shares disposed according to the Form 4?

The filing states the shares were withheld to cover taxes due in connection with the vesting of restricted stock units.

How many Omnicell shares does Etta Nchacha own after the transaction?

The Form reports she beneficially owned 125,176 shares following the reported transactions.

Did the filing report any purchases on the same date?

Yes, the beneficial ownership balance was adjusted to reflect the purchase of 211 shares under the Employee Stock Purchase Plan on 08/15/2025.

Who signed the Form 4 and when?

The Form is signed by Vijay Biligiri, Attorney in-Fact for Etta Nchacha on 08/19/2025.