[Form 4] Omada Health, Inc. Insider Trading Activity

Rhea-AI Filing Summary

PENGUIN SOLUTIONS, INC. – FQ3 2025 (quarter ended 30 May 2025)

The first quarterly report issued after the U.S. redomiciliation (30 Jun 2025) shows continued top-line expansion but mixed bottom-line results as the company absorbs restructuring and financing costs.

• Revenue momentum: Net sales grew 7.9 % YoY to $324.3 million (nine-month YTD +20 % to $1.03 billion). Growth was driven by product sales (+11 % YoY) while service revenue slipped 2.9 %.
• Margins: Quarterly gross margin eased 30 bp to 29.3 %. An $5.3 million goodwill impairment related to the wind-down of the Penguin Edge business pushed operating margin down to 3.0 % (vs 3.8 %).
• Earnings: GAAP net income attributable to common fell to $2.7 million (-53 % YoY). After $3.0 million preferred dividends tied to the SK Telecom $200 million convertible preferred investment, common shareholders posted a -$0.01 diluted EPS versus +$0.10 a year earlier. YTD diluted EPS improved to $0.18 (FY24 YTD: -$0.53) on higher sales and lower interest expense.
• Cash & liquidity: Cash and equivalents surged to $709.9 million (Aug-24: $383.1 million) after the SKT investment, strong operating cash flow ($183.6 million YTD) and receipt of the $28.4 million deferred payment from the SMART Brazil sale. Current ratio stands at 2.6×.
• Capital structure: Total debt is stable at $659.5 million; net cash improved to ~+$50 million. $300 million TLA matures 2027; first convertible notes maturity ($20 million) in 2026.
• Shareholder returns: 2.46 million shares repurchased for $40.9 million YTD; $36.8 million remains under the $75 million January 2024 authorization.
• Corporate actions: • Completed redomiciliation to Delaware; Nasdaq ticker unchanged (PENG) effective 1 Jul 2025. • Continued wind-down of Penguin Edge expected to fully impair remaining $4.7 million goodwill by end-2025.

Outlook considerations

• Management expects positive free cash flow from the Edge wind-down but acknowledges further goodwill charges.
• Preferred dividends (6 % PIK/cash) will pressure EPS until potential conversion or redemption (earliest 2029 at company option).
• Remaining share-buyback flexibility, robust cash and lighter interest burden offer balance-sheet optionality.

Positive

• Revenue up 7.9 % YoY to $324 million, with YTD sales topping $1 billion for the first time.
• Operating cash flow jumped 56 % YoY to $183.6 million, reinforcing liquidity.
• Cash & equivalents nearly doubled to $710 million, turning the company net-cash positive.
• SK Telecom $200 million preferred investment strengthens strategic AI partnership and capital base.
• Share buybacks of $40.9 million signal confidence while leaving $36.8 million authorized.

Negative

• Quarterly diluted EPS turned to a loss of $-0.01 due to preferred dividends and impairment.
• Goodwill impairment of $11.4 million YTD highlights challenges in the Penguin Edge segment.
• Tax provision rose sharply to $7.3 million vs a benefit last year, pressuring net income.
• Service revenue declined 3 % YoY, softening overall growth.
• High leverage remains with $659 million total debt and a $300 million term loan maturing 2027.

Insights

Financial Analyst

TL;DR—Solid revenue growth and cash build offset by small EPS loss; neutral overall.

Performance: 8 % quarterly sales growth is healthy given the tougher macro backdrop, and YTD operating income quadrupled. However, narrower gross margin, goodwill impairment and the new preferred dividend swung EPS to a one-cent loss. Investors will weigh the sustainability of 30 %+ product gross margin against anticipated Edge impairment charges.

Balance sheet: The $710 million cash reserve (≈40 % of assets) and positive net cash position meaningfully de-risk the $300 million TLA and staggered convert maturities. Lower interest expense (-$5.6 million YoY) already shows the benefit of last year’s note repurchase.

Capital allocation: Management deployed $49 million on buybacks while still generating $180 million FCF, highlighting ample liquidity. Yet preferred dividends reduce distributable earnings, effectively raising the cost of capital to common holders until conversion.

Valuation impact: Modest quarterly miss on EPS but improving YTD trajectory and cash inflow from Brazil sale keep the thesis intact. I view the filing as neutral for the stock near term.

Industry Specialist – Edge & Memory Hardware

TL;DR—Edge wind-down progressing; core advanced-computing sales resilient.

The impairment confirms Penguin Edge’s planned sunset by end-2025, but the relatively small $5 million charge suggests inventory and contractual exposure are well managed. Product revenue growth indicates strong demand in advanced computing (AI server builds) and integrated memory despite lapping a 53-week FY24 period.

Service revenue softness (-3 % YoY) is typical as hardware mix shifts, but the 30 % service gross margin remains attractive. Watch for continued mix improvement as Stratus integration benefits materialise.

Overall, the operational signals are positive, though investors should monitor customer concentration and component availability as order volumes climb.

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^*

HILLEMAN JERYL L

(Last) (First) (Middle)

C/O OMADA HEALTH, INC.

500 SANSOME STREET, SUITE 200

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Omada Health, Inc. [ OMDA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2025

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	07/05/2025		A		376(1)	A	$0	10,112	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. Represents restricted stock units ("RSUs") that were granted pursuant to the Issuer's Non-Employee Director Compensation Program (the "Program") in lieu of retainer fees. Each RSU represents the right to receive one (1) share of Common Stock, with settlement to take place either (i) on a date selected by the Reporting Person pursuant to the Program or (ii) as otherwise provided by the Program.

	/s/ Nathan Salha, as Attorney-in-Fact for Jeryl L. Hilleman	07/08/2025
	** 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

How much did PENGUIN SOLUTIONS (PENG) earn in Q3 2025?

Quarterly net income attributable to common was $2.7 million, but after $3.0 million preferred dividends EPS was -$0.01.

What drove the 8 % revenue increase for PENG in Q3 2025?

Product sales rose 11 % to $258.7 million, outweighing a 3 % dip in services.

How much cash does PENG have after the SK Telecom investment?

Cash and cash equivalents totaled $709.9 million as of 30 May 2025.

What is the status of the Penguin Edge wind-down?

Management recorded $5.3 million impairment this quarter and expects the remaining $4.7 million goodwill to be fully written off by end-2025.

How many shares did PENG repurchase in FY25 YTD?

The company bought back 2.46 million shares for $40.9 million; $36.8 million authorization remains.

When do PENG’s major debt obligations mature?

Key maturities: $20 million convertibles in 2026, $300 million term loan in 2027, $150 million converts in 2029 and $200 million converts in 2030.