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Omada Health (OMDA) CEO logs tax-withholding share disposition and updated holdings

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Omada Health, Inc. CEO Sean P. Duffy reported a routine tax-related share withholding and updated his holdings. A total of 9,884 shares of common stock were disposed of at $18.38 per share as a tax-withholding disposition, leaving him with 440,693 shares held directly. He also has 851,659 shares reported as held indirectly through family trusts for the benefit of family members, for which he disclaims beneficial ownership except for his pecuniary interest.

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Insider Duffy Sean P.
Role Chief Executive Officer
Type Security Shares Price Value
Tax Withholding Common Stock 9,884 $18.38 $182K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 440,693 shares (Direct, null); Common Stock — 851,659 shares (Indirect, See footnote)
Footnotes (1)
  1. Includes 9,450 shares previously held in family trusts that were transferred to the Reporting Person on December 29, 2025 and are now owned directly. 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.
Tax-withholding shares 9,884 shares Common Stock disposed of as tax-withholding disposition
Tax-withholding price $18.38 per share Value used for tax-withholding disposition
Direct holdings after transaction 440,693 shares Common Stock held directly by Sean P. Duffy
Indirect trust holdings 851,659 shares Common Stock held indirectly in family trusts
Tax-withholding count 1 transaction Form 4 tax-withholding disposition events
Tax-withholding shares total 9,884 shares Aggregate shares in tax-withholding dispositions
tax-withholding disposition financial
"A total of 9,884 shares of common stock were disposed of at $18.38 per share as a 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."
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of the shares held by the family trusts except to the extent of his pecuniary interest therein."
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."
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Form 4 Insider Transactions: What Each Field Means →
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).
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)
06/01/2026		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 Stock06/01/2026F9,884D$18.38440,693(1)D
Common Stock851,659ISee footnote(2)
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
Explanation of Responses:
1. Includes 9,450 shares previously held in family trusts that were transferred to the Reporting Person on December 29, 2025 and are now owned directly.
2. 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. Duffy06/03/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Omada Health (OMDA) report for Sean P. Duffy?

Omada Health reported that CEO Sean P. Duffy had 9,884 shares of common stock withheld to cover tax obligations. This was coded as a tax-withholding disposition rather than an open-market trade, reflecting a mechanical step tied to equity compensation.

At what price were Sean P. Duffy’s Omada Health (OMDA) shares withheld for taxes?

The 9,884 Omada Health common shares tied to Sean P. Duffy’s tax-withholding disposition were valued at $18.38 per share. This reflects the price used for satisfying tax liabilities, rather than a discretionary market sale or purchase decision.

How many Omada Health (OMDA) shares does Sean P. Duffy hold directly after this Form 4?

Following the reported tax-withholding disposition, Sean P. Duffy holds 440,693 Omada Health common shares directly. This figure represents his remaining direct ownership position after 9,884 shares were delivered to cover exercise price or tax liabilities.

What indirect Omada Health (OMDA) holdings are associated with Sean P. Duffy?

The filing lists 851,659 Omada Health shares held indirectly in family trusts for the benefit of Sean P. Duffy’s family members. He disclaims beneficial ownership of these trust-held shares except to the extent of his pecuniary interest, as noted in the footnotes.

Does Sean P. Duffy’s Omada Health (OMDA) Form 4 show an open-market sale?

The Form 4 does not show an open-market sale by Sean P. Duffy. Instead, it reports a code F tax-withholding disposition of 9,884 shares, reflecting delivery of shares to satisfy exercise price or tax liabilities linked to equity awards.

Were any Omada Health (OMDA) trust-held shares transferred to Sean P. Duffy directly?

A prior transfer of 9,450 shares from family trusts to Sean P. Duffy on December 29, 2025 is referenced. Those shares, previously trust-held, are now owned directly, illustrating past changes in how part of his equity stake is structured.