Omada CEO reports gift and tax share transfers

Omada Health, Inc.'s Chief Executive Officer Sean P. Duffy reported routine share dispositions in company stock.

Accepted by SEC EDGAR 06/09/2026 - 04:43 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Omada Health, Inc.'s Chief Executive Officer Sean P. Duffy reported routine share dispositions in company stock. He made a bona fide gift of 9,450 shares of common stock and had 4,422 shares withheld to cover tax obligations. After these transactions, he holds 426,821 shares directly and 851,659 shares indirectly through family trusts, where he disclaims beneficial ownership except for his pecuniary interest.

Insider Trade Summary

9,450 shares gifted

Gift 2 txns

Insider Duffy Sean P.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	4,422	$17.93	$79K
Gift	Common Stock	9,450	$0.00	$0.00
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 426,821 shares (Direct); Common Stock — 851,659 shares (Indirect, See footnote)

Holdings Before and After: Common Stock, 440,693 to 426,821 shares (Direct)

Footnotes (1)

1. F1. Held in family trusts for the benefit of the Reporting Person's family members. The Reporting Person disclaims beneficial ownership of the shares held by the family trusts except to the extent of his pecuniary interest therein.

Key Figures

Gifted shares: 9,450 shares Tax-withholding shares: 4,422 shares Direct holdings after transactions: 436,271 shares +2 more

5 metrics

Gifted shares 9,450 shares Bona fide gift of common stock on June 5, 2026

Tax-withholding shares 4,422 shares Shares delivered at $17.93 per share to cover tax liability

Direct holdings after transactions 436,271 shares Common stock directly owned following June 5, 2026 transactions

Indirect trust holdings 851,659 shares Common stock held indirectly through family trusts, with pecuniary interest only

Tax-withholding price $17.93 per share Price used for 4,422-share tax-withholding disposition

Key Terms

bona fide gift, tax-withholding disposition, family trusts, pecuniary interest, +1 more

5 terms

bona fide gift financial

"transaction_code_description: Bona fide gift"

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

family trusts financial

"Held in family trusts for the benefit of the Reporting Person's family members."

pecuniary interest financial

"disclaims beneficial ownership ... except to the extent of his pecuniary interest therein."

indirect ownership financial

"ownership_type: indirect; nature_of_ownership: See footnote"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did OMDA CEO Sean P. Duffy report on this Form 4?

Sean P. Duffy reported a bona fide gift of 9,450 shares of Omada Health common stock and a tax-withholding disposition of 4,422 shares. Both are non-market transactions, meaning they were not open-market purchases or sales at a trading price.

How many OMDA shares does Sean P. Duffy hold after these transactions?

After the reported transactions, Sean P. Duffy holds 436,271 Omada Health common shares directly. He also has 851,659 shares reported as indirectly held through family trusts, for which he disclaims beneficial ownership except for his pecuniary interest.

What does the bona fide gift of OMDA shares involve in this Form 4?

The filing shows a bona fide gift of 9,450 Omada Health common shares at a price of $0.00 per share. A bona fide gift is a transfer without consideration and is not an open-market sale, so it does not represent a trading decision at a market price.

What is the tax-withholding disposition reported for OMDA stock?

The Form 4 reports a tax-withholding disposition of 4,422 Omada Health shares at $17.93 per share. These shares were delivered to cover tax liabilities, which is a common administrative mechanism and differs from a discretionary open-market sale by the insider.

How are OMDA shares held in family trusts attributed to Sean P. Duffy?

Shares are held in family trusts for the benefit of Sean P. Duffy’s family members. He disclaims beneficial ownership of these trust-held Omada Health shares except to the extent of his pecuniary interest, so they are reported as indirect holdings with a footnote explanation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Duffy Sean P.

(Last) (First) (Middle)

C/O OMADA HEALTH, INC.

611 GATEWAY BLVD, SUITE 120

(Street)

SOUTH SAN FRANCISCO CALIFORNIA 94080

(City) (State) (Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

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	06/05/2026		F		4,422	D	$17.93	436,271	D
Common Stock	06/05/2026		G		9,450	D	$0	426,821	D
Common Stock								851,659	I	See footnote(1)

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. Held in family trusts for the benefit of the Reporting Person's family members. The Reporting Person disclaims beneficial ownership of the shares held by the family trusts except to the extent of his pecuniary interest therein.

	/s/ Nathan Salha, as Attorney-in-Fact for Sean P. Duffy	06/09/2026
	** 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)