Omnicell COO sells 3,083 shares at $36.85

Rhea-AI Filing Summary

OMNICELL, INC. (OMCL) reported insider activity by President & COO Njoku Nnamdi. On August 17, 2026, he sold 3,083 shares of common stock at $36.85 per share in an open-market transaction effected under a Rule 10b5-1 trading plan adopted on February 9, 2026. On August 15, 2026, 3,670 shares were disposed of at $37.30 per share to cover taxes due upon vesting of restricted stock units, with the reported balance adjusted for 882.119 shares purchased under the company’s Employee Stock Purchase Plan.

Insider Trade Summary 10b5-1

Net Seller: 3,083 shares

Net Sell 2 txns

Insider Njoku Nnamdi

Role President & COO

Sold 3,083 shs ($114K)

Type	Security	Shares	Price	Value
Sale	Common Stock F3, F4	3,083	$36.85	$114K
Tax Withholding	Common Stock F1, F2	3,670	$37.30	$137K

Holdings After Transaction: Common Stock — 161,223.5647 shares (Direct)

Footnotes (4)

1. F1. Reflects withholding of shares to cover taxes due in connection with the vesting of restricted stock units.
2. F2. The balance is adjusted to reflect 882.1190 shares purchased under the Issuer's Employee Stock Purchase Plan on 8/15/26.
3. F3. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 9, 2026.
4. F4. The price reported in Column 4 is an exact price of $36.85 for all shares sold.

Key Figures

Shares sold in open market: 3,083 shares Sale price per share: $36.85 Shares withheld for taxes: 3,670 shares +2 more

5 metrics

Shares sold in open market 3,083 shares Common Stock sale on August 17, 2026 at $36.85 per share

Sale price per share $36.85 Exact price for all 3,083 shares sold on August 17, 2026

Shares withheld for taxes 3,670 shares Disposition on August 15, 2026 to cover tax liability on RSU vesting

Tax-withholding price per share $37.30 Price used for 3,670-share disposition on August 15, 2026

ESPP shares purchased 882.119 shares Shares purchased under Employee Stock Purchase Plan on August 15, 2026

Key Terms

Rule 10b5-1 trading plan, restricted stock units, Employee Stock Purchase Plan, withholding of shares

4 terms

Rule 10b5-1 trading plan regulatory

"This sale was effected pursuant to a Rule 10b5-1 trading plan"

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

"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.

Employee Stock Purchase Plan financial

"shares purchased under the Issuer's Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

withholding of shares financial

"Reflects withholding of shares to cover taxes due"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did OMCL’s President & COO report on this Form 4?

OMCL’s President & COO, Njoku Nnamdi, reported two transactions: a sale of 3,083 shares at $36.85 on August 17, 2026, and a disposition of 3,670 shares at $37.30 on August 15, 2026 to satisfy tax obligations on RSU vesting.

Was the OMCL insider share sale made under a Rule 10b5-1 trading plan?

Yes. The sale of 3,083 OMCL shares on August 17, 2026 was effected under a Rule 10b5-1 trading plan adopted by Njoku Nnamdi on February 9, 2026, indicating the trade timing was pre-arranged rather than decided contemporaneously.

How many OMCL shares were sold and at what price on August 17, 2026?

On August 17, 2026, Njoku Nnamdi sold 3,083 OMCL common shares at an exact price of $36.85 per share. A footnote clarifies that $36.85 is the exact price received for all shares in that transaction, rather than a blended or estimated figure.

Why were 3,670 OMCL shares disposed of on August 15, 2026?

On August 15, 2026, 3,670 OMCL shares were withheld and disposed of at $37.30 per share to cover taxes arising from the vesting of restricted stock units. This code F transaction reflects tax withholding rather than a discretionary open-market sale.

What is the significance of the 882.119 OMCL shares mentioned in the Form 4 footnote?

A footnote states that the balance was adjusted to reflect 882.119 OMCL shares purchased on August 15, 2026 under the company’s Employee Stock Purchase Plan. This figure affects the reported post-transaction balance but is not itself a separately reported Form 4 transaction.

Does this OMCL Form 4 show any derivative or option exercises by the insider?

No derivative or option exercises are reported. The Form 4 reflects only non-derivative transactions: one open-market sale of 3,083 shares and one tax-withholding disposition of 3,670 shares related to restricted stock unit vesting, with no derivative positions listed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/18/2026 - 04:06 PM Accepted by SEC EDGAR 08/18/2026 - 04:05 PM Learn about SEC filing dates

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^*

Njoku Nnamdi

(Last) (First) (Middle)

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)
	President & COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026

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	08/15/2026		F		3,670(1)	D	$37.3	164,306.5647(2)	D
Common Stock	08/17/2026		S		3,083(3)	D	$36.85(4)	161,223.5647	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 882.1190 shares purchased under the Issuer's Employee Stock Purchase Plan on 8/15/26.

3. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 9, 2026.

4. The price reported in Column 4 is an exact price of $36.85 for all shares sold.

	/s/ /s/ Eric Lehmann, Attorney-in-Fact for Nnamdi Njoku	08/18/2026
	** 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)