Omnicell CEO covers RSU taxes with share withholding

Rhea-AI Filing Summary

OMNICELL, INC. Chairman, President and CEO Randall A. Lipps reported a tax-related share disposition. On May 15, 2026, 12,347 shares of common stock were withheld at $43.12 per share to cover taxes due upon the vesting of restricted stock units.

After this withholding, he directly holds about 523,184.0741 shares of Omnicell common stock. He also reports indirect holdings of 8,051 shares in a trust for his children and 355,861 shares in a trust with his wife.

Insider Trade Summary

Exercise Price or Tax Liability: 12,347 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	12,347	$43.12	$532K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 523,184.0741 shares (Direct); Common Stock — 355,861 shares (Indirect, In Trust with Wife); Common Stock — 8,051 shares (Indirect, In Trust for Children)

Footnotes (3)

1. F1. Shares held in trust with Mr. Lipps' wife.
2. F2. Shares held in trust for the benefit of Mr. Lipps' children.
3. F3. Reflects withholding of shares to cover taxes due in connection with the vesting of restricted stock units.

Key Figures

Tax-withheld shares: 12,347 shares Withholding price: $43.12 per share Direct holdings after transaction: 523,184.0741 shares +2 more

5 metrics

Tax-withheld shares 12,347 shares Withheld to cover RSU vesting taxes on May 15, 2026

Withholding price $43.12 per share Value used for tax-withholding disposition

Direct holdings after transaction 523,184.0741 shares CEO direct Omnicell common stock following withholding

Trust with wife 355,861 shares Indirect Omnicell holdings in trust with wife

Trust for children 8,051 shares Indirect Omnicell holdings in trust for children

Key Terms

restricted stock units, tax-withholding disposition, indirect ownership, Form 4

4 terms

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 for 12,347 shares at $43.12 per share."

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.

indirect ownership financial

"Shares held in trust with Mr. Lipps' wife and in trust for the benefit of Mr. Lipps' children, reported as indirect ownership."

Form 4 regulatory

"INSIDER FILING DATA (Form 4) describes the reported Omnicell insider transactions."

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.

FAQ

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

What insider transaction did Omnicell (OMCL) CEO Randall Lipps report?

Randall A. Lipps reported a tax-withholding disposition of Omnicell shares. On May 15, 2026, 12,347 common shares were withheld at $43.12 each to cover taxes from restricted stock unit vesting, a non-market transaction rather than an open-market sale.

How many Omnicell (OMCL) shares were withheld for taxes in this Form 4?

The Form 4 shows 12,347 Omnicell common shares withheld for taxes. These shares, valued at $43.12 each, were used to satisfy tax obligations triggered by the vesting of restricted stock units rather than being sold on the open market.

What are Randall Lipps’ direct Omnicell (OMCL) share holdings after this transaction?

Following the tax withholding, Randall A. Lipps directly holds 523,184.0741 Omnicell common shares. This figure reflects his post-transaction direct ownership and excludes additional indirect holdings reported through family trusts in the same Form 4 filing.

What indirect Omnicell (OMCL) holdings does Randall Lipps report in trusts?

Randall A. Lipps reports 355,861 Omnicell shares held in trust with his wife and 8,051 shares held in trust for his children. These positions are classified as indirect ownership and are separate from his direct shareholdings in the company.

Does the Omnicell (OMCL) Form 4 show an open-market sale by the CEO?

The Form 4 does not show an open-market sale by Randall A. Lipps. The only disposition reported is an F-code transaction, where 12,347 shares were withheld to cover tax obligations arising from restricted stock unit vesting.

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

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Accepted by SEC EDGAR 05/19/2026 - 05:05 PM EDT 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, PRESIDENT AND CEO

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								355,861(1)	I	In Trust with Wife
Common Stock								8,051(2)	I	In Trust for Children
Common Stock	05/15/2026		F		12,347(3)	D	$43.12	523,184.0741	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. Shares held in trust with Mr. Lipps' wife.

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

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

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