Omada Health (OMDA) CEO receives 323,529 RSUs in new equity grant

Rhea-AI Filing Summary

Omada Health, Inc. reported that Chief Executive Officer Sean P. Duffy received a grant of 323,529 restricted stock units (RSUs) of Common Stock at no cash cost. Each RSU converts into one share upon vesting. One-sixteenth of the RSUs vest on each quarterly anniversary beginning March 1, 2026, so the award fully vests on the fourth anniversary of that date.

After this grant, Duffy beneficially owns 441,127 shares directly. An additional 861,109 shares are held indirectly in family trusts for the benefit of his family members, and he disclaims beneficial ownership of those shares except to the extent of his pecuniary interest.

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 CA 94080

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	03/05/2026		A		323,529(1)	A	$0	441,127(2)	D
Common Stock								861,109	I	See footnote(3)

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. Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. 1/16th of the RSUs vest on each quarterly anniversary measured from March 1, 2026 (the "Vesting Commencement Date"), such that 100% of the RSUs will be fully vested on the fourth anniversary of the Vesting Commencement Date.

2. The number of shares beneficially owned reported in Column 5 is as of the date of this filing and takes into account transactions reported on a Form 4 filed on 3/11/2026.

3. 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	03/13/2026
	** 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.

FAQ

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

Omada Health disclosed a compensatory equity grant to its CEO. Sean P. Duffy received 323,529 restricted stock units (RSUs) of Common Stock at no cash cost, representing a stock-based compensation award rather than an open-market purchase or sale.

How many RSUs did Omada Health (OMDA) grant to its CEO and what do they represent?

The CEO received 323,529 RSUs of Omada Health Common Stock. Each restricted stock unit entitles him to receive one share of Common Stock upon vesting, making this a significant equity-based component of his overall compensation package.

What is the vesting schedule for Sean P. Duffy’s Omada Health (OMDA) RSU grant?

The RSUs vest quarterly over four years starting March 1, 2026. One-sixteenth of the 323,529 RSUs vests on each quarterly anniversary of March 1, 2026, so 100% of the award is fully vested on the fourth anniversary of that vesting commencement date.

What are Sean P. Duffy’s Omada Health (OMDA) share holdings after this Form 4 filing?

Following the grant, Duffy directly holds 441,127 Omada Health shares. The filing also notes 861,109 shares held indirectly in family trusts for his family members, for which he disclaims beneficial ownership except to the extent of his pecuniary interest.

Are the family trust shares in Omada Health (OMDA) fully owned by CEO Sean P. Duffy?

The family trust shares are not fully attributed to Duffy personally. They are held in family trusts for his family members, and he expressly disclaims beneficial ownership of those shares except to the extent of his pecuniary interest in the trusts.

Was Sean P. Duffy’s Omada Health (OMDA) RSU grant an open-market stock purchase?

No, the RSU grant was not an open-market purchase. The Form 4 characterizes it as a grant or award acquisition at a price of $0.0000 per share, reflecting equity compensation rather than buying shares on the open market.