Omnicell (NASDAQ: OMCL) CEO withholds stock to cover RSU taxes

Rhea-AI Filing Summary

OMNICELL, INC. (OMCL) Chairman and CEO Randall A. Lipps reported an automatic withholding of 12,350 shares of Common Stock at $37.30 on August 15, 2026 to cover taxes due upon vesting of restricted stock units. After this tax-withholding disposition and inclusion of 261.6432 shares purchased the same day under the Employee Stock Purchase Plan, he holds 511,095.7173 shares directly. He also reports indirect holdings of 345,861 shares in a trust with his wife and 8,051 shares in a trust for his children.

Insider Trade Summary

Net Seller: 12,350 shares

Net Sell 3 txns

Insider LIPPS RANDALL A

Role CHAIRMAN, CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	12,350	$37.30	$461K
holding	Common Stock F3	--	--	--
holding	Common Stock F4	--	--	--

Holdings After Transaction: Common Stock — 511,095.7173 shares (Direct); Common Stock — 345,861 shares (Indirect, In Trust with Wife); Common Stock — 8,051 shares (Indirect, In Trust for Children)

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 261.6432 shares purchased under the Issuer's Employee Stock Purchase Plan on 8/15/26.
3. F3. Shares held in trust with Mr. Lipps' wife.
4. F4. Shares held in trust for the benefit of Mr. Lipps' children.

Key Figures

Shares withheld for taxes: 12,350 shares Withholding price: $37.30 per share Direct holdings after transaction: 511,095.7173 shares +3 more

6 metrics

Shares withheld for taxes 12,350 shares Common Stock withheld on 2026-08-15 to cover RSU vesting taxes

Withholding price $37.30 per share Value applied to the 12,350 withheld OMCL shares

Direct holdings after transaction 511,095.7173 shares Direct OMCL Common Stock owned following the August 15, 2026 transactions

ESPP purchase 261.6432 shares Shares purchased under Omnicell’s Employee Stock Purchase Plan on 2026-08-15

Indirect trust with wife 345,861 shares OMCL shares held in trust with Mr. Lipps’ wife

Indirect trust for children 8,051 shares OMCL shares held in trust for the benefit of Mr. Lipps’ children

Key Terms

restricted stock units, Employee Stock Purchase Plan, withholding of shares, indirect ownership

4 terms

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 on 8/15/26"

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"

indirect ownership financial

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

FAQ

What insider transaction did OMCL CEO Randall A. Lipps report on August 15, 2026?

Randall A. Lipps reported a withholding of 12,350 OMCL shares at $37.30 to pay taxes on vesting restricted stock units. This was an automatic tax-related disposition, not an open-market sale, and adjusted his direct share balance accordingly.

How many OMCL shares does Randall A. Lipps hold directly after this Form 4?

After the reported transactions, Randall A. Lipps holds 511,095.7173 OMCL shares directly. This figure includes an additional 261.6432 shares purchased on August 15, 2026 under Omnicell’s Employee Stock Purchase Plan.

What indirect OMCL share holdings does Randall A. Lipps report in this Form 4?

Randall A. Lipps reports 345,861 OMCL shares held in a trust with his wife and 8,051 shares held in a trust for his children. These are reported as indirect ownership positions associated with his beneficial holdings.

Was the OMCL insider tax-withholding transaction under a Rule 10b5-1 trading plan?

The filing indicates the Rule 10b5-1 checkbox is not marked, so the reported tax-withholding transaction is not affirmed as occurring under a Rule 10b5-1 trading plan. It is described as covering taxes on restricted stock unit vesting.

What was the price used for the OMCL tax-withholding share disposition?

The tax-withholding disposition used a per-share value of $37.30 for 12,350 shares of OMCL Common Stock. The footnote explains these shares were withheld to satisfy tax obligations from vesting restricted stock units.

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

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Form 4 Insider Transactions: What Each Field Means →

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).

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 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)

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

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		12,350(1)	D	$37.3	511,095.7173(2)	D
Common Stock								345,861(3)	I	In Trust with Wife
Common Stock								8,051(4)	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. The balance is adjusted to reflect 261.6432 shares purchased under the Issuer's Employee Stock Purchase Plan on 8/15/26.

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

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

	/s/ Eric G. Lehmann, Attorney-in-Fact for Randall LIpps	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)