OMDA Form 4 — 712 RSUs granted to director; 111,200 held indirectly

Rhea-AI Filing Summary

Insider transaction summary: A Form 4 shows that Trevor Fetter, a director of Omada Health, Inc. (OMDA), was granted 712 restricted stock units (RSUs) on 10/05/2025 as payment under the non-employee director compensation program in lieu of retainer fees. Each RSU converts to one share at settlement and the grant carried a reported price of $0 (i.e., issued as compensation). After the grant, the filing reports Mr. Fetter directly beneficially owns 10,705 shares and indirectly beneficially owns 111,200 shares through an LLC he solely controls, for a combined beneficial position of 121,905 shares.

The form was signed by an attorney-in-fact on 10/07/2025. The filing discloses that settlement timing follows plan terms and that the indirect holdings are held via the limited liability company of which Mr. Fetter is the sole member.

Positive

• Director alignment: 712 RSUs were granted as compensation, aligning the director's incentives with shareholders
• Substantial insider holdings: Combined beneficial ownership of 121,905 shares signals meaningful insider stake

Negative

• None.

Insights

Corporate Governance Analyst

Director received equity compensation and retains significant indirect holdings.

The 712 RSU grant is a routine non-cash director compensation action that increases the director's direct stake to 10,705 shares while confirming substantial indirect ownership of 111,200 shares. Equity pay in the form of RSUs aligns director incentives with shareholder value without immediate cash outlay.

Key dependencies include the plan's settlement schedule and vesting terms; the filing notes settlement per program terms but does not state vesting dates. Watch for future Forms (4 or 5) that disclose settlement dates or additional grants within the next 12 months.

Compensation & Dilution Specialist

Grant issued at no cash cost; dilution is likely immaterial at this size.

The RSUs were issued at a reported price of $0, indicating they were granted as compensation rather than a purchase. A 712-share grant is small relative to the director's total combined position of 121,905 shares, suggesting limited incremental dilution from this single grant.

Risks to monitor include the aggregate run-rate of equity awards to directors and executives; additional periodic RSU grants could increase share count over time. Look for periodic disclosures of total shares reserved under the equity plan.

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^*

FETTER TREVOR

(Last) (First) (Middle)

C/O OMADA HEALTH, INC.

611 GATE WAY 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		712(1)	A	$0	10,705	D
Common Stock								111,200	I	See 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)
				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, with settlement to take place either (i) on a date selected by the Reporting Person pursuant to the Program or (ii) as otherwise provided by the Program.

2. Shares held by a limited liability company of which the Reporting Person is the sole member.

Remarks:

	/s/ Nathan Salha, as Attorney-in-Fact for Trevor Fetter	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 did OMDA director Trevor Fetter acquire on 10/05/2025?

He was granted 712 restricted stock units (RSUs) on 10/05/2025, each representing the right to one share upon settlement.

How many OMDA shares does Trevor Fetter beneficially own after the transaction?

The filing reports 10,705 shares directly owned and 111,200 shares indirectly owned, totaling 121,905 shares.

Was any cash paid for the RSU grant reported in the Form 4?

No cash payment was reported; the RSUs show a price of $0, indicating they were issued as compensation.

How was indirect ownership structured for Mr. Fetter?

The filing states the 111,200 shares are held by a limited liability company of which Mr. Fetter is the sole member.

When was the Form 4 signed and filed?

The signature block shows the form was signed by an attorney-in-fact on 10/07/2025.