Omnicell Insider Withholding 2,792 Shares for Taxes, ESPP Buys 199 Shares

Rhea-AI Filing Summary

Corey J. Manley, EVP & Chief Legal/Administrative Officer and director of Omnicell, Inc. (OMCL), reported a sale and related ownership update on 08/15/2025. The filing shows 2,792 shares were disposed at a price of $31.69 each, recorded as withholding related to the vesting of restricted stock units to cover taxes. After the transaction and a separate purchase of 199 shares under the company ESPP on 08/15/2025, Mr. Manley beneficially owns 114,533 shares (direct). The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 08/19/2025.

Positive

• Significant ongoing ownership: Reporting person retains 114,533 shares direct ownership after transactions.
• Employee participation: Purchased 199 shares under the ESPP on 08/15/2025, indicating continued participation in company equity programs.

Negative

• Disposition of shares: 2,792 shares were disposed at $31.69, recorded on 08/15/2025 (withholding for taxes related to RSU vesting).

Insights

Financial Analyst

TL;DR: Insider tax-withholding sale and ESPP purchase left the officer with substantial direct holdings; transaction appears routine.

The filing documents a common post-vesting tax withholding event where 2,792 shares were surrendered at $31.69 to satisfy tax obligations, rather than an open-market sale for cash generation. The additional 199-share ESPP purchase increased direct holdings to 114,533 shares, preserving significant insider alignment with shareholders. For investors, this is a routine ownership maintenance action with no disclosed change in control or material dilution.

Corporate Governance Expert

TL;DR: Governance signal is neutral: officer remains a large direct holder after routine equity plan activity.

The Form 4 discloses standard equity-plan mechanics: RSU vesting tax withholding and ESPP participation. Reporting by an officer and director continues to show meaningful direct ownership, which supports alignment with long-term shareholder interests. There are no indications of unusual transfers, related-party transactions, or departures in the filing.

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^*

Manley Corey J

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP&CHIEF LEGAL/ADMIN 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		2,792(1)	D	$31.69	114,533(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 199 shares purchased under the Issuer's Employee Stock Purchase Plan on 8/15/25.

	/s/ Vijay Biligiri, Attorney in Fact for Corey J. Manley	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 OMCL insider Corey J. Manley report on Form 4?

The filing reports the disposition of 2,792 shares at $31.69 on 08/15/2025 for tax withholding related to RSU vesting and an ESPP purchase of 199 shares the same day.

How many OMCL shares does Corey J. Manley beneficially own after the transaction?

The Form 4 shows a direct beneficial ownership of 114,533 shares following the reported transactions.

Why were shares disposed according to the Form 4?

The filing explains the 2,792 shares reflected withholding to cover taxes due on the vesting of restricted stock units.

Was the Form 4 filing executed by the reporting person?

The Form 4 was signed by an attorney-in-fact, Vijay Biligiri, on behalf of Corey J. Manley on 08/19/2025.

Did the filing indicate any change in control or unusual transactions?

No. The filing discloses routine equity-plan activity (tax withholding on RSUs and ESPP purchase) and does not indicate change in control or related-party transfers.