[Form 4] Omnicell Inc Insider Trading Activity

Rhea-AI Filing Summary

Randall A. Lipps, Chairman, President and CEO of Omnicell, Inc. (OMCL), reported an internal stock withholding transaction tied to restricted stock unit vesting. The filing shows Mr. Lipps indirectly owns 355,861 shares held in trust with his wife and 8,051 shares held in trust for his children. On 08/15/2025 he had 8,438 shares withheld to cover taxes at a price of $31.69 per share, reducing the reported beneficial ownership to 395,085 shares following the transaction. The form was signed on 08/19/2025 by an attorney-in-fact.

Positive

• Disclosure completeness: The Form 4 provides transaction date, amount, price, and clear explanations for holdings and withholding.
• Ownership transparency: Post-transaction beneficial ownership (395,085 shares) is disclosed along with the nature of indirect holdings (trusts for spouse and children).

Negative

• None material: The transaction is a tax-withholding disposition; no material negative developments are disclosed in this filing.

Insights

Securities Analyst

TL;DR: Insider tax-withholding reduced shares by 8,438; ownership remains material and no open-market sale is reported.

The Form 4 discloses a routine withholding of 8,438 shares to satisfy tax obligations from RSU vesting at an indicated per-share price of $31.69. This is recorded as a disposition but reflects internal tax settlement rather than an active cash sale in the market. Post-transaction beneficial ownership stands at 395,085 shares, held indirectly across family trusts. For investors, this is a standard administrative action and does not by itself signal a change in executive intent or company fundamentals.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements; transaction appears procedural.

The filing identifies Mr. Lipps as both a director and officer and properly reports his indirect holdings and the tax-withholding disposition. The explanation clarifies the withholding was related to RSU vesting. Reporting by attorney-in-fact is documented. This record meets disclosure expectations for insider transactions and shows no unexplained transfers or third-party sales.

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)
08/15/2025

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								355,861(1)	I	In Trust with Wife
Common Stock								8,051(2)	I	In Trust for Children
Common Stock	08/15/2025		F		8,438(3)	D	$31.69	395,085	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/ Vijay Biligiri, Attorney in Fact for Randall A Lipps	08/19/2025
	** 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 did OMCL insider Randall Lipps report on Form 4?

The filing reports a tax-withholding disposition of 8,438 Omnicell shares related to RSU vesting and shows total beneficial ownership of 395,085 shares after the transaction.

When was the transaction reported for OMCL insider activity?

The transaction date is 08/15/2025, and the Form 4 was signed on 08/19/2025.

What price was used for the withheld Omnicell shares?

The withheld shares are reported at a price of $31.69 per share.

Does the Form 4 show any open-market sale by Randall Lipps?

No; the disposition is described as withholding to cover taxes from RSU vesting, not an open-market sale.

How are Mr. Lipps' Omnicell shares held?

Shares are held indirectly: 355,861 in trust with his wife and 8,051 in trust for his children, per the filing.