OMDA director award: 1,126 RSUs increase holdings to 11,238 shares

Rhea-AI Filing Summary

Insider transaction by Omada Health director Jeryl L. Hilleman: the filing reports that on 10/05/2025 the reporting person was granted 1,126 restricted stock units (RSUs) under the company’s Non-Employee Director Compensation Program in lieu of cash retainer fees. Each RSU represents the right to receive one share of common stock with settlement terms set by the Program. After the grant, the reporting person beneficially owns 11,238 shares of common stock. The RSUs were recorded at a price of $0 because they were compensation awards rather than purchases. The Form 4 was signed by an attorney-in-fact on 10/07/2025.

Positive

• Alignment with shareholders: director compensated in equity via 1,126 RSUs, linking pay to company performance
• Insider ownership retained: reporting person beneficially owns 11,238 shares after the grant

Negative

• Potential near-term dilution: settlement of RSUs will increase outstanding shares when converted to common stock
• Unspecified settlement timing: Program allows the reporting person to select settlement date, creating uncertainty on dilution timing

Insights

Corporate Governance Analyst

Director received RSUs in lieu of cash retainer; ownership modest relative to grant.

The 1,126 RSUs were issued under the stated Non-Employee Director Compensation Program as compensation rather than a market purchase, which is reflected by the $0 transaction price. Such grants are a common mechanism to align non-employee directors with shareholder interests without immediate cash outlay by the company.

The main dependency is the Program's settlement rules: RSUs settle to shares on a date selected under the Program or as otherwise provided, which affects dilution timing and insider ownership calculations. Investors may watch for the settlement schedule and any related disclosure over the next 12 months to assess share count changes and insider holding stability.

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.

611 GATEWAY BLVD., SUITE 120

(Street)

SOUTH SAN FRANCISCO CA 94080

(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)
10/05/2025

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	10/05/2025		A		1,126(1)	A	$0	11,238	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.

Remarks:

	/s/ Nathan Salha, as Attorney-in-Fact for Jeryl L. Hilleman	10/07/2025
	** 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 Omada Health (OMDA) report in this Form 4?

The filing shows a grant of 1,126 restricted stock units (RSUs) to director Jeryl L. Hilleman on 10/05/2025, increasing beneficial ownership to 11,238 shares.

Why is the transaction price listed as $0?

The $0 price indicates the RSUs were issued as compensation under the Non-Employee Director Compensation Program rather than bought in an open-market transaction.

When will the RSUs convert to common shares?

The RSUs settle to one share each either on a date selected by the reporting person pursuant to the Program or as otherwise provided by the Program; the filing does not specify an exact settlement date.

Who signed the Form 4 and when?

The Form 4 was signed by Nathan Salha as attorney-in-fact for Jeryl L. Hilleman on 10/07/2025.

Does this filing indicate any sale of shares by the director?

No. The filing reports an equity grant (RSUs) acquired and does not disclose any disposals on the reported transaction date.