Omnicell (NASDAQ: OMCL) CEO RSUs vest; shares withheld for taxes

Rhea-AI Filing Summary

Omnicell, Inc. Chairman, President and CEO Randall A. Lipps reported vesting of 79,494 performance-based restricted stock units of Common Stock. These RSUs were originally granted on March 15, 2025 and became earned after the company met stock performance objectives versus the S&P 1000 Healthcare Index, with 25% vesting on the one-year anniversary of the grant.

In connection with this vesting, 15,642 shares were withheld at $34.40 per share to cover tax liabilities, leaving 444,592 Common Stock shares held directly after the transactions. Separate from his direct holdings, 355,861 shares are held in a trust with his wife and 8,051 shares are held in a trust for his children.

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
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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)
03/15/2026

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	03/15/2026		A		79,494(1)	A	$0	460,234.0741	D
Common Stock	03/15/2026		F		15,642(2)	D	$34.4	444,592.0741	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 performance-based restricted stock units that were previously granted on March 15, 2025, subject to the Company meeting certain stock performance objectives compared to the S&P 1000 Healthcare Index. On March 5, 2026 (the determination date), the Compensation Committee determined the performance criteria was met with respect to 79,494 performance-based restricted stock units (100% of target) of which 25% vested upon the one year anniversary of the grant date. The remaining performance-based restricted stock units will vest in equal quarterly increments once every three months over a three-year period (on each May 15, August 15, November 15, and February 15, respectively).

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

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	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Omnicell (OMCL) CEO Randall Lipps report on March 15, 2026?

Randall Lipps reported vesting of 79,494 performance-based restricted stock units of Omnicell Common Stock. In the same filing, 15,642 shares were withheld at $34.40 per share to satisfy taxes due on that vesting event.

Were the Omnicell (OMCL) CEO’s March 2026 Form 4 transactions open-market buys or sells?

The Form 4 shows a grant/award acquisition and a tax-withholding disposition, not open-market trades. Shares were issued through vesting of performance-based RSUs, and 15,642 shares were withheld by Omnicell to cover associated tax obligations.

How many Omnicell (OMCL) shares does Randall Lipps hold directly after the March 2026 Form 4?

After the reported RSU vesting and related tax withholding, Randall Lipps holds 444,592 shares of Omnicell Common Stock directly. This figure reflects his position immediately following the grant acquisition and the 15,642-share tax-withholding transaction.

What performance conditions triggered the Omnicell (OMCL) CEO’s 79,494 performance RSUs to vest?

The 79,494 performance-based RSUs vested after Omnicell met stock performance objectives relative to the S&P 1000 Healthcare Index. The Compensation Committee determined on March 5, 2026 that the criteria were met at 100% of target for the March 15, 2025 grant.

What is the vesting schedule for the remaining Omnicell (OMCL) performance-based RSUs granted to the CEO?

After 25% of the 79,494 performance-based RSUs vested on the one-year anniversary of the March 15, 2025 grant, the remaining units vest in equal quarterly installments. Vesting occurs every three months on May 15, August 15, November 15, and February 15 over three years.

How many Omnicell (OMCL) shares are held in trusts associated with Randall Lipps?

The filing shows 355,861 Omnicell Common Stock shares held in a trust with Randall Lipps’ wife and 8,051 shares held in a trust for his children. These positions are reported as indirect ownership interests in addition to his direct shareholdings.