Omnicell (OMCL) EVP reports small share sale and RSU tax withholding

Rhea-AI Filing Summary

Omnicell, Inc.'s Executive Vice President and Chief Legal/Administrative Officer reported routine share movements. On December 15, 2025, 224 shares of common stock were withheld to cover taxes due on the vesting of restricted stock units. On December 16, 2025, the executive sold 278 shares of Omnicell common stock at an exact price of $43.30 per share.

The filing notes that the sale was carried out under a pre-arranged Rule 10b5-1 trading plan adopted on June 13, 2025, which is designed to allow insiders to sell shares according to a preset schedule. After these transactions, the executive beneficially owned 97,780 shares of Omnicell common stock, all held directly.

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^*

Manley Corey J

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP&CHIEF LEGAL/ADMIN OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		F		224(1)	D	$43.27	98,058	D
Common Stock	12/16/2025		S		278(2)	D	$43.3(3)	97,780	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. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 13, 2025.

3. The price reported in Column 4 is an exact price of $43.30 for all shares sold.

	/s/ Eric G. Lehmann, Attorney-in-Fact for Corey J. Manley	12/17/2025
	** 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 insider transaction did Omnicell (OMCL) disclose in this Form 4?

The filing shows that an Omnicell Executive Vice President and Chief Legal/Administrative Officer had 224 shares withheld on December 15, 2025 to cover taxes on vested restricted stock units and sold 278 shares of common stock on December 16, 2025 at $43.30 per share.

How many Omnicell (OMCL) shares does the executive own after the reported transactions?

Following the tax withholding and sale, the reporting executive beneficially owns 97,780 shares of Omnicell common stock, held directly.

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

Yes. The filing states that the sale of 278 shares on December 16, 2025 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 13, 2025.

Why were 224 Omnicell (OMCL) shares withheld from the executive?

The 224 shares reported as disposed of on December 15, 2025 reflect the withholding of shares to cover taxes due in connection with the vesting of restricted stock units.

What price did the Omnicell (OMCL) shares sell for in this insider transaction?

The filing notes that the shares sold on December 16, 2025 were sold at an exact price of $43.30 per share for all 278 shares.

What is the reporting person’s role at Omnicell (OMCL)?

The reporting person is identified as an Officer of Omnicell, Inc., serving as EVP & Chief Legal/Administrative Officer.