Omada Health CEO uses 4,422 shares for equity costs

Omada Health’s CEO had shares withheld for exercise price or tax obligations while maintaining substantial direct and indirect holdings.

Rhea-AI Filing Summary

Omada Health, Inc. (OMDA) reported that Chief Executive Officer Sean P. Duffy had 4,422 shares of common stock delivered or withheld on September 5, 2026 to satisfy exercise price or tax liability at $22.77 per share. Following this transaction, he held 397,554 shares directly and 851,659 shares indirectly through family trusts, for which he disclaims beneficial ownership except to the extent of his pecuniary interest. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Exercise Price or Tax Liability: 4,422 shares

Exercise Price or Tax Liability 2 txns

Insider Duffy Sean P.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	4,422	$22.77	$101K
holding	Common Stock F1	--	--	--

Holdings After Transaction: Common Stock — 397,554 shares (Direct); Common Stock — 851,659 shares (Indirect, See footnote)

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

Shares delivered/withheld: 4,422 shares Price per share: $22.77 per share Direct holdings after transaction: 397,554 shares +2 more

5 metrics

Shares delivered/withheld 4,422 shares Common stock used to pay exercise price or tax liability on September 5, 2026

Price per share $22.77 per share Associated with 4,422 shares delivered or withheld on September 5, 2026

Direct holdings after transaction 397,554 shares Common stock directly held by CEO after September 5, 2026 transaction

Indirect holdings after transaction 851,659 shares Common stock held indirectly in family trusts after the reported date

Exercise price or tax liability transactions 1 transaction; 4,422 shares Form 4 transaction code F during the reported period

Key Terms

exercise price or tax liability, indirect ownership, family trusts, beneficial ownership, +1 more

5 terms

exercise price or tax liability financial

"delivered or withheld on September 5, 2026 to satisfy exercise price or tax liability"

indirect ownership financial

"851,659 shares indirectly through family trusts"

family trusts financial

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

beneficial ownership financial

"The Reporting Person disclaims beneficial ownership of the shares held by the family trusts"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

FAQ

What insider transaction did OMDA’s CEO report on September 5, 2026?

Sean P. Duffy reported that 4,422 shares of Omada Health common stock were delivered or withheld on September 5, 2026 to pay exercise price or tax liability, at a reported price of $22.77 per share.

How many OMDA shares does the CEO hold directly after this Form 4?

After the September 5, 2026 transaction, Sean P. Duffy directly held 397,554 shares of Omada Health, Inc. common stock, as reported in the filing.

Does the OMDA CEO have additional indirect holdings after this transaction?

Yes. The filing reports 851,659 shares of Omada Health common stock held indirectly in family trusts for the benefit of his family members. He disclaims beneficial ownership of those shares except to the extent of his pecuniary interest.

Was the OMDA CEO’s September 5, 2026 transaction part of a Rule 10b5-1 plan?

No. The Form 4 indicates that no Rule 10b5-1 trading plan is reported in connection with the September 5, 2026 transaction.

Did the OMDA Form 4 report any open-market purchases or sales by the CEO?

No. The reported transaction used code F, meaning 4,422 shares were delivered or withheld to pay exercise price or tax liability. The filing does not report any open-market purchases or sales.

What is the reported price associated with the OMDA CEO’s share withholding?

The shares delivered or withheld for exercise price or tax liability on September 5, 2026 are reported at $22.77 per share for 4,422 shares of Omada Health common stock.

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Available on EDGAR 09/09/2026 - 04:55 PM Accepted by SEC EDGAR 09/09/2026 - 04:55 PM Learn about SEC filing dates

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)
09/05/2026

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	09/05/2026		F		4,422	D	$22.77	397,554	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	09/09/2026
	** 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)