Omnicell CEO reports tax-withholding share disposition

Rhea-AI Filing Summary

OMNICELL, INC. Chairman, President and CEO Randall A. Lipps reported a tax-withholding disposition of 5,294 shares of common stock on February 15, 2026. The shares were withheld at a price of $36.50 per share to cover taxes due on vesting restricted stock units.

After this transaction, Mr. Lipps directly owned 380,740.0741 shares of Omnicell common stock. He also reported indirect holdings of 355,861 shares held in trust with his wife and 8,051 shares held in trust for the benefit of his children.

Insider Trade Summary

Exercise Price or Tax Liability: 5,294 shares

Exercise Price or Tax Liability 3 txns

Insider LIPPS RANDALL A

Role CHAIRMAN, PRESIDENT AND CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	5,294	$36.50	$193K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 380,740.0741 shares (Direct); Common Stock — 355,861 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 .4503 shares purchased under the Issuer's Employee Stock Purchase Plan on 8/15/2025 and 532.6238 shares purchased under the Issuer's Employee Stock Purchase Plan on 2/15/2026.
3. F3. Shares held in trust with Mr. Lipps' wife.
4. F4. Shares held in trust for the benefit of Mr. Lipps' children.

FAQ

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

What insider transaction did OMCL CEO Randall Lipps report on this Form 4?

Randall A. Lipps reported a tax-withholding disposition of 5,294 Omnicell common shares. The shares were withheld to cover taxes due when restricted stock units vested, rather than sold in an open-market transaction.

At what price were the OMCL shares withheld for Randall Lipps’ tax obligations?

The 5,294 Omnicell shares were withheld at $36.50 per share. This price was used solely to calculate the value of shares applied toward Mr. Lipps’ tax liability on vesting restricted stock units.

How many OMCL shares does Randall Lipps own directly after this Form 4 transaction?

Following the reported tax-withholding disposition, Randall A. Lipps directly owned 380,740.0741 Omnicell shares. This figure reflects adjustments from the tax withholding and prior purchases under the company’s Employee Stock Purchase Plan.

What indirect OMCL share holdings related to Randall Lipps are disclosed?

The filing discloses 355,861 Omnicell shares held in trust with Mr. Lipps’ wife and 8,051 shares held in trust for the benefit of his children, reported as indirect ownership interests.

Was the OMCL CEO’s Form 4 transaction an open-market sale of shares?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to satisfy tax obligations arising from the vesting of restricted stock units.

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

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Accepted by SEC EDGAR 02/18/2026 - 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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		F		5,294(1)	D	$36.5	380,740.0741(2)	D
Common Stock								355,861(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 .4503 shares purchased under the Issuer's Employee Stock Purchase Plan on 8/15/2025 and 532.6238 shares purchased under the Issuer's Employee Stock Purchase Plan on 2/15/2026.

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	02/18/2026
	** 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.