OMDA Form 4: Jonathan D. Root Granted 657 RSUs; Holds 4.7M Indirect Shares

Rhea-AI Filing Summary

Jonathan D. Root, a director of Omada Health, Inc. (OMDA), reported the receipt of 657 restricted stock units (RSUs) on 10/05/2025 issued under the company's Non-Employee Director Compensation Program in lieu of retainer fees. Following this grant, Mr. Root directly beneficially owns 10,630 shares and indirectly beneficially owns 4,717, (4,571,769 + 146,257) shares through affiliated USVP X funds, where he is a managing member of the general partner and disclaims direct beneficial ownership except for any pecuniary interest. The Form 4 was signed by an attorney-in-fact on 10/07/2025.

Positive

• 657 RSUs granted aligns director compensation with shareholder value
• Significant indirect ownership via USVP X funds (totaling 4,717,~k shares) indicates strong investor alignment

Negative

• Possible dilution over time if RSUs vest and convert to shares
• Indirect voting influence concentrated in affiliated funds may centralize control

Insights

Corporate Governance Analyst

Director received RSUs for fees; holds significant indirect stake via USVP X funds.

The grant of 657 RSUs as director compensation aligns a non-employee director's interests with shareholders by converting retainer fees into equity. Each RSU converts to one share on vesting, increasing potential future shareholdings if vested.

The reporting person directly owns 10,630 shares and may be deemed to share voting/dispositive power over 4,571,769 and 146,257 shares held by affiliated funds; this concentration signal is relevant to governance and voting outcomes through the near term, especially around corporate actions or board matters.

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^*

ROOT JONATHAN D

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2025

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	10/05/2025		A		657(1)	A	$0	10,630	D
Common Stock								4,571,769	I	See footnotes(2)(3)
Common Stock								146,257	I	See footnotes(2)(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

Explanation of Responses:

1. Represents restricted stock units ("RSUs") that were granted pursuant to the Issuer's Non-Employee Director Compensation Program (the "Program") in lieu of retainer fees. Each RSU represents the right to receive one (1) share of Common Stock.

2. Presidio Management Group X, L.L.C. ("PMG X"), the general partner of U.S. Venture Partners X, L.P. and USVP X Affiliates, L.P. (together, the "USVP X Funds"), has sole voting and dispositive power with respect to the shares held by the USVP X Funds. The Reporting Person is a managing member of PMG X, and may be deemed to share voting and dispositive power over the shares held by the USVP X Funds. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

3. Shares held by U.S. Venture Partners X, L.P.

4. Shares held by USVP X Affiliates, L.P.

Remarks:

	/s/ Nathan Salha, as Attorney-in-Fact for Jonathan D. Root	10/07/2025
	** 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 transaction did Jonathan D. Root report on Form 4 for OMDA?

He reported the grant of 657 RSUs on 10/05/2025 under the Non-Employee Director Compensation Program.

How many OMDA shares does Jonathan D. Root directly own?

He directly beneficially owns 10,630 shares following the reported transaction.

What indirect holdings are attributed to Jonathan D. Root on the Form 4?

The Form 4 discloses indirect holdings of 4,571,769 shares held by U.S. Venture Partners X, L.P. and 146,257 shares held by USVP X Affiliates, L.P.

Why does the Form 4 list indirect ownership for Mr. Root?

Mr. Root is a managing member of PMG X, the general partner of the USVP X funds, and may share voting/dispositive power but disclaims beneficial ownership except for any pecuniary interest.

When was the Form 4 signed and filed?

The signature by attorney-in-fact is dated 10/07/2025; the reported transaction date is 10/05/2025.