Omada Health (OMDA) CEO option exercises and share sales under 10b5-1 plan

Rhea-AI Filing Summary

Omada Health, Inc.’s Chief Executive Officer Sean P. Duffy reported an exercise-and-sell transaction in company stock. He exercised stock options for 12,942 shares at $8.28 per share and 12,944 shares at $5.82 per share, then sold 12,942 shares at a weighted average price of $22.6731 and 12,944 shares at $22.6968 in open-market trades. The sales were made pursuant to a Rule 10b5-1 trading plan adopted on March 13, 2026. Following these transactions, he directly holds 411,861 shares of common stock and continues to hold stock options covering 116,077 and 155,427 shares at the respective exercise prices. In addition, 851,659 shares are held indirectly through family trusts for his family members, for which he disclaims beneficial ownership except to the extent of his pecuniary interest.

Insights

Equity compensation and insider-trading analyst

CEO executes routine option exercise-and-sell under a pre-set 10b5-1 plan.

Omada Health’s CEO Sean P. Duffy exercised stock options for 25,886 shares at strike prices of $8.28 and $5.82, then sold an equal number of shares around $22.68–$22.70. This is a classic option exercise-and-sell pattern that converts option value into cash.

The filing shows a net sale of 25,886 shares, but Duffy still holds 411,861 shares directly plus substantial remaining options (116,077 and 155,427 shares at the same strikes). The sales were executed under a Rule 10b5-1 trading plan adopted on March 13, 2026, indicating they were pre-scheduled rather than opportunistic.

Because the transactions are small relative to his combined direct holdings and remaining options, and are plan-based, they look like routine liquidity management rather than a major shift in sentiment. Future company filings may provide additional context if his trading pattern changes materially over later periods.

Insider Trade Summary 10b5-1

Net Seller: 25,886 shares ($587,223)

Net Sell 7 txns

Insider Duffy Sean P.

Role Chief Executive Officer

Sold 25,886 shs ($587K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	12,944	$0.00	--
Exercise	Stock Option (Right to Buy)	12,942	$0.00	--
Exercise	Common Stock	12,944	$5.82	$75K
Sale	Common Stock	12,944	$22.6968	$294K
Exercise	Common Stock	12,942	$8.28	$107K
Sale	Common Stock	12,942	$22.6731	$293K
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Option (Right to Buy) — 155,427 shares (Direct, null); Common Stock — 424,805 shares (Direct, null); Common Stock — 851,659 shares (Indirect, See footnote)

Footnotes (1)

1. Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026. This transaction was executed in multiple trades at prices ranging from $22.23 to $23.04. 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. This transaction was executed in multiple trades at prices ranging from $22.095 to $22.95. 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. 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. 100% of the shares subject to the option are fully vested and exercisable.

Key Figures

Shares sold (first block): 12,942 shares at $22.6731 Shares sold (second block): 12,944 shares at $22.6968 Options exercised (first grant): 12,942 shares at $8.28 +5 more

8 metrics

Shares sold (first block) 12,942 shares at $22.6731 Open-market sale of common stock on July 1, 2026

Shares sold (second block) 12,944 shares at $22.6968 Open-market sale of common stock on July 1, 2026

Options exercised (first grant) 12,942 shares at $8.28 Stock option exercise into common stock

Options exercised (second grant) 12,944 shares at $5.82 Stock option exercise into common stock

Direct common shares after transactions 411,861 shares Direct ownership following July 1, 2026 trades

Indirect family trust holdings 851,659 shares Held in family trusts with beneficial ownership disclaimed

Remaining options (first grant) 116,077 options at $8.28 Stock options remaining after partial exercise

Remaining options (second grant) 155,427 options at $5.82 Stock options remaining after partial exercise

Key Terms

Rule 10b5-1 trading plan, Stock Option (Right to Buy), weighted average price, family trusts, +2 more

6 terms

Rule 10b5-1 trading plan regulatory

"Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 13, 2026."

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.

Stock Option (Right to Buy) financial

"security_title: Stock Option (Right to Buy) with underlying Common Stock shares."

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.

family trusts financial

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

pecuniary interest financial

"The Reporting Person disclaims beneficial ownership of the shares held by the family trusts except to the extent of his pecuniary interest therein."

Exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 05:31 PM Accepted by SEC EDGAR 07/06/2026 - 05:31 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).

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)

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)
07/01/2026

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	07/01/2026		M		12,944	A	$5.82	424,805	D
Common Stock	07/01/2026		S(1)		12,944	D	$22.6968(2)	411,861	D
Common Stock	07/01/2026		M		12,942	A	$8.28	424,803	D
Common Stock	07/01/2026		S(1)		12,942	D	$22.6731(3)	411,861	D
Common Stock								851,659	I	See footnote(4)

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
Stock Option (Right to Buy)	$5.82	07/01/2026		M			12,944	(5)	08/21/2029	Common Stock	12,944	$0	155,427	D
Stock Option (Right to Buy)	$8.28	07/01/2026		M			12,942	(5)	05/05/2031	Common Stock	12,942	$0	116,077	D

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 $22.23 to $23.04. 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 $22.095 to $22.95. 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. 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.

5. 100% of the shares subject to the option are fully vested and exercisable.

	/s/ Nathan Salha, as Attorney-in-Fact for Sean P. Duffy	07/06/2026
	** 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)

FAQ

What transactions did Omada Health (OMDA) CEO Sean P. Duffy report on this Form 4?

Sean P. Duffy reported exercising options for 25,886 Omada Health shares, then selling the same 25,886 shares in open-market transactions. The exercise converted options into common stock, and the subsequent sales realized cash based on market prices around the reported weighted averages.

At what prices did the Omada Health CEO sell his OMDA shares in this filing?

He sold 12,942 Omada Health shares at a weighted average price of $22.6731 and 12,944 shares at $22.6968. Each sale was executed through multiple trades within disclosed price ranges, with the reported prices representing weighted averages of those individual executions.

What stock options did the Omada Health CEO exercise in this Form 4?

He exercised options for 12,942 shares at an $8.28 exercise price and 12,944 shares at a $5.82 exercise price. After these exercises, the filing shows remaining option positions of 116,077 and 155,427 shares, respectively, at the same exercise prices and with stated expiration dates.

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

Following the reported trades, he directly owns 411,861 Omada Health common shares. The filing also notes 851,659 shares held indirectly in family trusts for his family members, with Duffy disclaiming beneficial ownership except to the extent of his pecuniary interest.

Were the Omada Health CEO’s OMDA stock sales pre-planned under a Rule 10b5-1 plan?

Yes. A footnote states the transaction was made pursuant to a Rule 10b5-1 trading plan adopted on March 13, 2026. Such plans pre-schedule trades, indicating these sales followed a preset program rather than ad hoc market-timing decisions by the executive.

What is the net effect of these transactions on the Omada Health CEO’s holdings?

The filing shows a net sale of 25,886 Omada Health shares, but he still holds 411,861 shares directly plus significant stock option positions. The overall pattern suggests liquidity from options while maintaining a substantial ongoing equity and option exposure to the company.