Omnicell (OMCL) COO has 1,146 shares withheld for RSU taxes

Rhea-AI Filing Summary

Omnicell EVP and COO Nnamdi Njoku reported a tax-related share disposition. On February 15, 2026, 1,146 shares of Omnicell common stock were withheld at $36.50 per share to cover taxes due on vesting restricted stock units, rather than being sold in the open market.

After this withholding and an additional 239.4457 shares purchased under the company’s Employee Stock Purchase Plan on February 15, 2026, Njoku’s direct holdings total 86,286.4457 shares of Omnicell common stock.

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 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 Operating Officer

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		1,146(1)	D	$36.5	86,286.4457(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 239.4457 shares purchased under the Issuer's Employee Stock Purchase Plan on 2/15/26.

	/s/ Eric Lehmann, Attorney-in-Fact for Nnamdi Njoku	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.

FAQ

What did Omnicell (OMCL) executive Nnamdi Njoku report on this Form 4?

Nnamdi Njoku reported a tax-withholding disposition of Omnicell shares. The company withheld shares that would otherwise be delivered to him to cover taxes arising from vesting restricted stock units, a common administrative transaction rather than an open-market sale.

How many Omnicell (OMCL) shares were withheld for taxes from Nnamdi Njoku?

Omnicell withheld 1,146 common shares from Nnamdi Njoku to cover tax obligations. The shares were valued at $36.50 each, reflecting payment of tax due upon vesting of restricted stock units instead of a discretionary sale into the market.

At what price were the Omnicell (OMCL) shares valued in the tax-withholding for Nnamdi Njoku?

The tax-withholding disposition used a share value of $36.50 for Omnicell common stock. This price applied to 1,146 withheld shares, representing shares used to satisfy tax liabilities associated with vesting restricted stock units granted to executive Nnamdi Njoku.

How many Omnicell (OMCL) shares does Nnamdi Njoku hold after this Form 4 transaction?

After the reported activity, Nnamdi Njoku directly holds 86,286.4457 Omnicell shares. This balance incorporates the 1,146 shares withheld for taxes and 239.4457 shares purchased through Omnicell’s Employee Stock Purchase Plan on February 15, 2026, as noted in the filing footnotes.

Was Nnamdi Njoku’s Omnicell (OMCL) Form 4 transaction an open-market sale?

The Form 4 does not report an open-market sale by Nnamdi Njoku. Instead, it shows a tax-withholding disposition, where 1,146 shares were retained by the issuer to satisfy tax liabilities tied to vesting restricted stock units granted to him.

Did Nnamdi Njoku buy any Omnicell (OMCL) shares around February 15, 2026?

Yes. A footnote states that 239.4457 Omnicell shares were purchased for Nnamdi Njoku under the company’s Employee Stock Purchase Plan on February 15, 2026. This ESPP acquisition is reflected in his updated direct ownership balance after the transactions.