Omada Health (OMDA) CEO exercises stock options and sells common shares

Rhea-AI Filing Summary

Omada Health, Inc. chief executive Sean P. Duffy, who also serves as a director, reported several stock option exercises and related share sales. On January 12, 2026, he exercised 230,479 stock options at an exercise price of $2.55 per share and sold 139,989 common shares at a weighted average price of $15.3471 and 90,490 shares at a weighted average price of $15.9877. On January 13, 2026, he exercised an additional 40,796 options at $2.55 and sold 40,796 shares at a weighted average price of $15.9519. The options exercised were non-qualified stock options scheduled to expire on January 27, 2026 and are fully vested. Following these transactions, Duffy directly owns 126,644 common shares and has an additional 861,109 shares reported as indirectly owned through family trusts, for which he disclaims beneficial ownership 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)
01/12/2026

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	01/12/2026		M		230,479	A	$2.55	357,123	D
Common Stock	01/12/2026		S		139,989(1)	D	$15.3471(2)	217,134	D
Common Stock	01/12/2026		S		90,490(1)	D	$15.9877(3)	126,644	D
Common Stock	01/13/2026		M		40,796	A	$2.55	167,440	D
Common Stock	01/13/2026		S		40,796(1)	D	$15.9519(4)	126,644	D
Common Stock								861,109	I	See footnote(5)

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)	$2.55	01/12/2026		M			230,479	(6)	01/27/2026	Common Stock	230,479	$0	40,796	D
Stock Option (Right to Buy)	$2.55	01/13/2026		M			40,796	(6)	01/27/2026	Common Stock	40,796	$0	0	D

Explanation of Responses:

1. Represents shares underlying non-qualified stock options set to expire imminently on January 27, 2026.

2. This transaction was executed in multiple trades at prices ranging from $14.85 to $15.84. 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 $15.85 to $16.13. 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 $15.61 to $16.32. 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. 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.

6. The option is fully vested and exercisable.

	/s/ Nathan Salha, as Attorney-in-Fact for Sean P. Duffy	01/14/2026
	** 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 transactions did Omada Health (OMDA) report for Sean P. Duffy?

Sean P. Duffy, Omada Health's Chief Executive Officer and director, reported exercising stock options and selling common shares on January 12 and 13, 2026, as disclosed in a Form 4.

How many Omada Health stock options did Sean P. Duffy exercise?

Duffy exercised 230,479 stock options on January 12, 2026 and 40,796 options on January 13, 2026, each at an exercise price of $2.55 per share.

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

On January 12, 2026, Duffy sold 139,989 shares at a weighted average price of $15.3471 and 90,490 shares at $15.9877. On January 13, 2026, he sold 40,796 shares at a weighted average price of $15.9519.

Why did Sean P. Duffy exercise Omada Health stock options in January 2026?

A footnote explains that the exercised shares represented non-qualified stock options that were set to expire on January 27, 2026, indicating they were approaching expiration.

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

After the reported transactions, Duffy directly owns 126,644 Omada Health common shares and has 861,109 shares reported as indirectly owned through family trusts.

What does the Form 4 say about Omada Health shares held in family trusts?

The filing states that 861,109 shares are held in family trusts for the benefit of Duffy's family members and that he disclaims beneficial ownership of those shares except to the extent of his pecuniary interest.

Were Sean P. Duffy’s Omada Health trades executed in multiple transactions?

Yes. Footnotes state that the sales on January 12 and 13, 2026 were executed in multiple trades within specified price ranges, and the reported prices are weighted averages.