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Omada Health CEO sells 21,572 shares after option exercise

Omada Health, Inc. (OMDA) reported that Chief Executive Officer and director Sean P. Duffy exercised previously vested stock options and sold shares on September 1, 2026 under a Rule 10b5-1 trading plan adopted on March 13, 2026.

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Form Type
4

Rhea-AI Filing Summary

Omada Health, Inc. (OMDA) reported that Chief Executive Officer and director Sean P. Duffy exercised previously vested stock options and sold shares on September 1, 2026 under a Rule 10b5-1 trading plan adopted on March 13, 2026. He exercised options covering 21,572 shares of common stock at exercise prices of $5.82, $8.28, and $9.18 per share, receiving an equal number of common shares. On the same date he sold a total of 21,572 shares of common stock in market transactions at weighted average prices between roughly $22.69 and $24.56 per share, and an additional 9,885 shares of common stock were delivered or withheld to cover the option exercise price or related tax liability. Following these transactions, an entity associated with him holds 851,659 shares of common stock indirectly through family trusts, for which he disclaims beneficial ownership except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Duffy Sean P.
Role Chief Executive Officer
Sold 21,572 shs ($509K)
Approx. gross sale proceeds $509K
Approx. exercise cost $151K
Approx. pre-tax spread $359K
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) F7 12,944 $0.00 $0.00
Exercise Stock Option (Right to Buy) F7 4,314 $0.00 $0.00
Exercise Stock Option (Right to Buy) F7 4,314 $0.00 $0.00
Exercise Common Stock F1 12,944 $5.82 $75K
Exercise Common Stock F1 4,314 $8.28 $36K
Exercise Common Stock F1 4,314 $9.18 $40K
Sale Common Stock F1, F2 7,344 $23.1184 $170K
Sale Common Stock F1, F3 5,600 $24.268 $136K
Sale Common Stock F1, F4 4,933 $23.13 $114K
Sale Common Stock F1, F5 3,695 $24.2713 $90K
Exercise Price or Tax Liability Common Stock 9,885 $22.84 $226K
holding Common Stock F6 -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 748,751 contracts (Direct); Common Stock — 401,976 shares (Direct); Common Stock — 851,659 shares (Indirect, See footnote)
Footnotes (7)
  1. F1. Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
  2. F2. This transaction was executed in multiple trades at prices ranging from $22.69 to $23.60. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  3. F3. This transaction was executed in multiple trades at prices ranging from $23.75 to $24.55. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  4. F4. This transaction was executed in multiple trades at prices ranging from $22.71 to $23.60. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  5. F5. This transaction was executed in multiple trades at prices ranging from $23.76 to $24.56. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
  6. F6. 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.
  7. F7. 100% of the shares subject to the option are fully vested and exercisable.
Options exercised 21,572 shares Total options exercised by Sean P. Duffy on September 1, 2026
Shares sold 21,572 shares Total Omada Health common shares sold on September 1, 2026
Exercise prices $5.82, $8.28, $9.18 per share Exercise prices for the three option blocks exercised
Sale price ranges $22.69–$24.56 per share Weighted-average price ranges for the reported stock sales
Shares used for exercise price or taxes 9,885 shares Common shares delivered or withheld to cover option exercise price or tax liability
Indirectly held shares 851,659 shares Common shares held indirectly through family trusts after the reported transactions
Trading plan adoption date March 13, 2026 Date Sean P. Duffy adopted the Rule 10b5-1 trading plan used for these trades
Rule 10b5-1 trading plan regulatory
"Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The price reported above reflects the weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
pecuniary interest financial
"except to the extent of his pecuniary interest therein."
family trusts financial
"Held in family trusts for the benefit of the Reporting Person's family members."

FAQ

What did OMDA’s CEO Sean P. Duffy report on this Form 4?

He reported exercising stock options for 21,572 shares of Omada Health common stock and selling 21,572 shares of common stock on September 1, 2026, along with 9,885 shares delivered or withheld to cover the option exercise price or related tax liability.

Were the OMDA Form 4 transactions made under a Rule 10b5-1 trading plan?

Yes. A footnote states the transactions were made pursuant to a Rule 10b5-1 trading plan adopted by Sean P. Duffy on March 13, 2026, indicating the trades followed a pre-established plan.

What option exercises did OMDA’s CEO report on September 1, 2026?

He exercised fully vested options for 12,944 shares at $5.82 per share, 4,314 shares at $8.28 per share, and 4,314 shares at $9.18 per share, receiving an equal number of Omada Health common shares in each case.

At what prices did Sean P. Duffy sell OMDA common stock?

He sold 21,572 shares of Omada Health common stock in multiple trades at weighted average prices, with ranges disclosed as $22.69–$23.60, $23.75–$24.55, $22.71–$23.60, and $23.76–$24.56 per share.

How many OMDA shares are reported as indirectly held after these transactions?

The Form 4 reports 851,659 shares of Omada Health common stock held indirectly in family trusts for the benefit of Sean P. Duffy’s family members, and he disclaims beneficial ownership except to the extent of his pecuniary interest in those shares.

What does the 9,885-share code F transaction mean for OMDA’s CEO?

The entry shows 9,885 shares of Omada Health common stock were delivered or withheld on September 1, 2026 to pay the stock option exercise price or related tax liability, rather than being sold in an open-market transaction.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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).
X
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock09/01/2026M(1)12,944A$5.82424,805D
Common Stock09/01/2026M(1)4,314A$8.28429,119D
Common Stock09/01/2026M(1)4,314A$9.18433,433D
Common Stock09/01/2026S(1)7,344D$23.1184(2)426,089D
Common Stock09/01/2026S(1)5,600D$24.268(3)420,489D
Common Stock09/01/2026S(1)4,933D$23.13(4)415,556D
Common Stock09/01/2026S(1)3,695D$24.2713(5)411,861D
Common Stock09/01/2026F9,885D$22.84401,976D
Common Stock851,659ISee footnote(6)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$5.8209/01/2026M12,944 (7)08/21/2029Common Stock12,944$0129,539D
Stock Option (Right to Buy)$8.2809/01/2026M4,314 (7)05/05/2031Common Stock4,314$0106,218D
Stock Option (Right to Buy)$9.1809/01/2026M4,314 (7)02/10/2032Common Stock4,314$0512,994D
Explanation of Responses:
1. Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026.
2. This transaction was executed in multiple trades at prices ranging from $22.69 to $23.60. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
3. This transaction was executed in multiple trades at prices ranging from $23.75 to $24.55. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
4. This transaction was executed in multiple trades at prices ranging from $22.71 to $23.60. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
5. This transaction was executed in multiple trades at prices ranging from $23.76 to $24.56. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
6. 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.
7. 100% of the shares subject to the option are fully vested and exercisable.
/s/ Nathan Salha, as Attorney-in-Fact for Sean P. Duffy09/03/2026
** Signature of Reporting PersonDate
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)

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