Was the Omnicell (OMCL) COO’s share sale made under a Rule 10b5-1 plan?

Yes. The Form 4 notes the share sale was executed under a Rule 10b5-1 trading plan adopted on February 9, 2026. Such pre-arranged plans automate trades, reducing the significance of short-term market timing decisions.

Omnicell (OMCL) COO reports 3,090-share sale and RSU tax withholding

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Omnicell EVP and COO Nnamdi Njoku reported an open-market sale of 3,090 shares of common stock at $43.22 per share. In a separate transaction, 3,660 shares were withheld to cover taxes upon vesting of restricted stock units. After these transactions, he directly holds about 154,785 shares. The sale was executed under a pre-arranged Rule 10b5-1 trading plan.

Insider Trade Summary 10b5-1

Net Seller: 3,090 shares ($133,550)

Net Sell 2 txns

Insider Njoku Nnamdi

Role EVP, Chief Operating Officer

Sold 3,090 shs ($134K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,090	$43.22	$134K
Tax Withholding	Common Stock	3,660	$43.12	$158K

Holdings After Transaction: Common Stock — 154,785.446 shares (Direct, null)

Footnotes (1)

Reflects withholding of shares to cover taxes due in connection with the vesting of restricted stock units. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 9, 2026. The price reported in Column 4 is an exact price of $43.22 for all shares sold.

Key Figures

Open-market sale: 3,090 shares Sale price: $43.22 per share Tax-withholding shares: 3,660 shares +3 more

6 metrics

Open-market sale 3,090 shares Common Stock sold at $43.22 on May 18, 2026

Sale price $43.22 per share Exact price for all 3,090 shares sold

Tax-withholding shares 3,660 shares Withheld at $43.12 for RSU vesting taxes on May 15, 2026

Tax-withholding price $43.12 per share Value used for RSU-related tax withholding

Shares after transactions 154,785.4457 shares Direct Omnicell holdings following reported Form 4 activity

Net open-market change -3,090 shares Net buy/sell shares from open-market activity

Key Terms

Rule 10b5-1 trading plan, restricted stock units, tax-withholding disposition, open-market sale, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person"

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

"Reflects withholding of shares to cover 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.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 05:05 PM

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^*

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)
	EVP, Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2026		F		3,660⁽¹⁾	D	$43.12	157,875.4457	D
Common Stock	05/18/2026		S		3,090⁽²⁾	D	$43.22⁽³⁾	154,785.4457	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects withholding of shares to cover taxes due in connection with the vesting of restricted stock units.

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

3. The price reported in Column 4 is an exact price of $43.22 for all shares sold.

	/s/ Eric Lehmann, Attorney-in-Fact for Nnamdi Njoku	05/19/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Omnicell (OMCL) EVP COO Nnamdi Njoku report?

Nnamdi Njoku reported an open-market sale of 3,090 Omnicell shares at $43.22 each. He also reported 3,660 shares withheld to cover taxes from restricted stock unit vesting, both affecting his direct ownership position.

How many Omnicell (OMCL) shares did the COO sell and at what price?

The COO sold 3,090 shares of Omnicell common stock at an exact price of $43.22 per share. This sale was recorded as an open-market transaction under SEC Form 4, reflecting a relatively small portion of his total holdings.

Were any Omnicell (OMCL) shares withheld for taxes in this Form 4?

Yes. 3,660 Omnicell shares were withheld to satisfy tax obligations tied to vesting restricted stock units. This tax-withholding disposition is not an open-market sale; it is a standard mechanism to cover income taxes on equity compensation.

How many Omnicell (OMCL) shares does the COO hold after these transactions?

Following the reported sale and tax withholding transactions, the COO directly holds approximately 154,785 Omnicell common shares. This remaining stake shows he continues to maintain a substantial equity position in the company after the reported activity.