Omnicell (NASDAQ: OMCL) director receives 4,603-share restricted stock award

Rhea-AI Filing Summary

Ghoshal Kaushik reported acquisition or exercise transactions in this Form 4 filing.

OMNICELL, INC. director Kaushik Ghoshal received a grant of restricted common stock as equity compensation for Board service. The grant covers 4,603 shares at no purchase price under the company’s equity incentive plan and Board of Directors Compensation Plan, bringing his direct holdings to 19,123 shares.

The restricted shares are scheduled to vest in full on the one-year anniversary of the June 1, 2026 grant date. This is a compensation-related award, not an open-market stock purchase or sale, and therefore does not reflect a discretionary trading decision in the company’s shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Ghoshal Kaushik

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,603	$0.00	--

Holdings After Transaction: Common Stock — 19,123 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Restricted shares granted: 4,603 shares Grant price per share: $0.00 per share Total shares after grant: 19,123 shares +1 more

4 metrics

Restricted shares granted 4,603 shares Grant to director as Board compensation

Grant price per share $0.00 per share Restricted stock award under equity incentive plan

Total shares after grant 19,123 shares Director’s direct holdings following the transaction

Transaction date June 1, 2026 Grant date for restricted shares

Key Terms

restricted shares, equity incentive plan, Board of Directors Compensation Plan, vest in full, +1 more

5 terms

restricted shares financial

"Grant of restricted shares, under the Issuer's equity incentive plan, in consideration of services as a Board Member"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

equity incentive plan financial

"Grant of restricted shares, under the Issuer's equity incentive plan, in consideration of services as a Board Member"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Board of Directors Compensation Plan financial

"services as a Board Member pursuant to the Issuer's Board of Directors Compensation Plan"

vest in full financial

"Shares shall vest in full on the one-year anniversary of the grant date"

grant date financial

"Shares shall vest in full on the one-year anniversary of the grant date"

The grant date is the day a company formally gives an employee or contractor the right to receive stock-based compensation, such as stock options or restricted shares. It matters to investors because it fixes key terms—like the price, the start of the ownership clock, and when the award will affect the company’s financial statements and share count—so it can influence dilution, reported expenses, and potential future selling pressure.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Ghoshal Kaushik

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/01/2026		A		4,603(1)	A	$0	19,123	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. Grant of restricted shares, under the Issuer's equity incentive plan, in consideration of services as a Board Member pursuant to the Issuer's Board of Directors Compensation Plan. Shares shall vest in full on the one-year anniversary of the grant date.

	/s/ Eric Lehmann, Attorney-in-Fact for Kaushik Ghoshal	06/03/2026
	** 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)

FAQ

What did OMCL director Kaushik Ghoshal report in this Form 4 filing?

Director Kaushik Ghoshal reported receiving a grant of 4,603 restricted shares of Omnicell common stock as Board compensation. The award was made under the company’s equity incentive and Board compensation plans, increasing his direct holdings to 19,123 shares.

Is Kaushik Ghoshal buying or selling OMCL stock in this Form 4?

The filing shows an equity award, not a market trade. Ghoshal received 4,603 restricted shares as a compensation grant at a price of $0.00 per share, rather than buying or selling shares on the open market.

How many OMCL shares does Kaushik Ghoshal hold after this grant?

After the restricted stock grant, Ghoshal directly holds 19,123 shares of Omnicell common stock. This total includes the newly awarded 4,603 restricted shares reported in the Form 4, according to the post-transaction ownership figure disclosed.

When do the newly granted OMCL restricted shares vest for Kaushik Ghoshal?

The restricted shares vest in full on the one-year anniversary of the grant date. The footnote explains that the entire 4,603-share award will fully vest one year after the June 1, 2026 grant, assuming continued service under the plan terms.

What plan governs the OMCL restricted stock grant to director Kaushik Ghoshal?

The grant was made under Omnicell’s equity incentive plan and Board of Directors Compensation Plan. The footnote states the restricted shares were issued as consideration for services as a Board member, consistent with the company’s director compensation structure.