Omnicell (OMCL) CEO Randall Lipps discloses tax withholding of RSU shares

Rhea-AI Filing Summary

Omnicell, Inc. reported an insider equity transaction by its Chairman, President and CEO and director, Randall Lipps. On 12/15/2025, the company withheld 1,147 shares of common stock at $43.27 per share to cover taxes due upon the vesting of restricted stock units, which is a non-open-market transaction. After this tax withholding, Mr. Lipps beneficially owned 385,501 shares of Omnicell common stock directly, plus 355,861 shares held in a trust with his wife and 8,051 shares held in trust for the benefit of his children.

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^*

LIPPS RANDALL A

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHAIRMAN, PRESIDENT AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		F		1,147(1)	D	$43.27	385,501	D
Common Stock								355,861(2)	I	In Trust with Wife
Common Stock								8,051(3)	I	In Trust for Children

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. Shares held in trust with Mr. Lipps' wife.

3. Shares held in trust for the benefit of Mr. Lipps' children.

	/s/ Eric G. Lehmann, Attorney-in-Fact for Randall LIpps	12/17/2025
	** 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 insider transaction did Omnicell (OMCL) disclose for Randall Lipps?

Omnicell disclosed that on 12/15/2025, Chairman, President and CEO and director Randall Lipps had 1,147 shares of common stock withheld in a non-open-market transaction to cover taxes due on the vesting of restricted stock units.

Was the Omnicell (OMCL) insider transaction an open-market buy or sell?

No. The reported transaction was coded as F, which in this context reflects withholding of shares to cover taxes due in connection with the vesting of restricted stock units, not an open-market purchase or sale.

How many Omnicell (OMCL) shares does Randall Lipps own directly after the transaction?

Following the tax withholding transaction, Randall Lipps beneficially owned 385,501 shares of Omnicell common stock in direct ownership.

What indirect Omnicell (OMCL) holdings does Randall Lipps report?

In addition to direct holdings, 355,861 shares are reported as held in a trust with Mr. Lipps' wife, and 8,051 shares are reported as held in trust for the benefit of his children.

What is the reported price used for the Omnicell (OMCL) tax withholding shares?

The 1,147 shares of Omnicell common stock withheld to cover taxes were reported at a price of $43.27 per share.

What is Randall Lipps' role at Omnicell (OMCL)?

Randall Lipps is reported as a director and an officer of Omnicell, holding the titles of Chairman, President and CEO.