OMCL Insider Files: 7,663 RSUs Granted; 631 ESPP Shares Bought; 681 Withheld

Rhea-AI Filing Summary

Omnicell, Inc. (OMCL) insider activity disclosure by Brian H. Nutt. The Form 4 shows transactions on 08/15/2025: 681 shares of common stock were disposed of at $31.69 per share to satisfy tax withholding on vested restricted stock units, leaving 9,905 shares beneficially owned by Mr. Nutt. On the same date he purchased 631 shares under the company Employee Stock Purchase Plan at no listed price in this filing, bringing his post-transaction direct ownership to 17,568 shares. The filing also reports a grant of 7,663 restricted stock units that vest 25% on 08/15/2026 and the remaining 75% quarterly over the following three years.

Positive

• Purchased 631 shares under the Employee Stock Purchase Plan, indicating continued insider participation in company equity ownership.
• Granted 7,663 restricted stock units with multi-year vesting, aligning executive incentives with long-term shareholder interests.
• Disposition of 681 shares was for tax withholding on vested RSUs, which is an administrative action rather than a discretionary cash sale.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider exercised routine equity transactions: tax-withholding sale, ESPP purchase and a multi-year RSU grant; overall neutral to slightly positive signal.

The 681-share disposition at $31.69 is explicitly for tax withholding tied to vesting and does not indicate an outright sale for liquidity. The simultaneous ESPP purchase of 631 shares shows continued participation in company equity programs. The 7,663 RSU grant is meaningful in size but vests over multiple years, aligning management incentives with long-term performance rather than providing immediate dilution.

Corporate Governance Expert

TL;DR: Transactions are standard executive equity administration actions; governance implications are routine and aligned with retention incentives.

The use of share withholding to cover tax obligations and participation in the ESPP are common practices and consistent with internal compensation policies. The vesting schedule for the RSUs (25% after one year, remainder quarterly over three years) reflects typical retention-focused design and suggests alignment of the officer's interests with shareholder value over time.

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^*

NUTT BRIAN H.

(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)
	VP, Chief Accounting Officer

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		681(1)	D	$31.69	9,905(2)	D
Common Stock	08/15/2025		A		7,663(3)	A	$0	17,568	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 631 shares purchased under the Issuer's Employee Stock Purchase Plan on 8/15/25.

3. Restricted Stock Units granted in connection with the Issuer's equity incentive plan. One-fourth (25%) of the shares subject to the grant shall vest on August 15, 2026. The remaining three-fourths (75%) of the shares subject to the grant shall vest quarterly over three years on: (i) 11/15; (ii) 2/15; (iii) 5/15; and (iv) 8/15.

	/s/ Vijay Biligiri, Attorney-in-Fact for Brian H. Nutt	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 transactions did OMCL insider Brian H. Nutt report on Form 4?

The Form 4 reports a disposition of 681 shares at $31.69 to cover taxes, a purchase of 631 shares under the Employee Stock Purchase Plan, and a grant of 7,663 RSUs.

How many shares does Brian H. Nutt beneficially own after these transactions?

The filing shows Mr. Nutt beneficially owns 17,568 shares following the reported transactions, with 9,905 shares listed as directly owned after the withholding.

What is the vesting schedule for the 7,663 RSUs granted to Mr. Nutt?

One-fourth (25%) vests on 08/15/2026, and the remaining three-fourths vest quarterly over the next three years on 11/15, 02/15, 05/15, and 08/15 each year.

Was the 681-share sale an open-market sale or for another purpose?

The filing states the 681-share disposition reflects withholding of shares to cover taxes due in connection with RSU vesting, not a market sale for cash proceeds.

Does this Form 4 indicate any unusual insider trading activity for OMCL?

No. The transactions disclosed are routine: tax-withholding on vested RSUs, participation in the ESPP, and an RSU grant with standard vesting terms.