Omnicell (NASDAQ: OMCL) CEO RSUs vest; shares withheld for taxes

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Omnicell, Inc. Chairman, President and CEO Randall A. Lipps reported vesting of 79,494 performance-based restricted stock units of Common Stock. These RSUs were originally granted on March 15, 2025 and became earned after the company met stock performance objectives versus the S&P 1000 Healthcare Index, with 25% vesting on the one-year anniversary of the grant.

In connection with this vesting, 15,642 shares were withheld at $34.40 per share to cover tax liabilities, leaving 444,592 Common Stock shares held directly after the transactions. Separate from his direct holdings, 355,861 shares are held in a trust with his wife and 8,051 shares are held in a trust for his children.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider LIPPS RANDALL A

Role CHAIRMAN, PRESIDENT AND CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	79,494	$0.00	--
Tax Withholding	Common Stock	15,642	$34.40	$538K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 460,234.074 shares (Direct); Common Stock — 355,861 shares (Indirect, In Trust with Wife)

Footnotes (1)

Reflects performance-based restricted stock units that were previously granted on March 15, 2025, subject to the Company meeting certain stock performance objectives compared to the S&P 1000 Healthcare Index. On March 5, 2026 (the determination date), the Compensation Committee determined the performance criteria was met with respect to 79,494 performance-based restricted stock units (100% of target) of which 25% vested upon the one year anniversary of the grant date. The remaining performance-based restricted stock units will vest in equal quarterly increments once every three months over a three-year period (on each May 15, August 15, November 15, and February 15, respectively). Reflects withholding of shares to cover taxes due in connection with the vesting of restricted stock units. Shares held in trust with Mr. Lipps' wife. Shares held in trust for the benefit of Mr. Lipps' children.

Form 4 Insider Transactions: What Each Field Means →

03/17/2026 - 04:05 PM

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^*

LIPPS RANDALL A

(Last)

(First)

(Middle)

OMNICELL, INC.

4220 NORTH FREEWAY

(Street)

FORT WORTH

76137

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OMNICELL, INC. [ OMCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHAIRMAN, PRESIDENT AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/15/2026		A		79,494⁽¹⁾	A	$0	460,234.0741	D
Common Stock	03/15/2026		F		15,642⁽²⁾	D	$34.4	444,592.0741	D
Common Stock								355,861⁽³⁾	I	In Trust with Wife
Common Stock								8,051⁽⁴⁾	I	In Trust for Children

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects performance-based restricted stock units that were previously granted on March 15, 2025, subject to the Company meeting certain stock performance objectives compared to the S&P 1000 Healthcare Index. On March 5, 2026 (the determination date), the Compensation Committee determined the performance criteria was met with respect to 79,494 performance-based restricted stock units (100% of target) of which 25% vested upon the one year anniversary of the grant date. The remaining performance-based restricted stock units will vest in equal quarterly increments once every three months over a three-year period (on each May 15, August 15, November 15, and February 15, respectively).

2. Reflects withholding of shares to cover taxes due in connection with the vesting of restricted stock units.

3. Shares held in trust with Mr. Lipps' wife.

4. Shares held in trust for the benefit of Mr. Lipps' children.

	/s/ Eric G. Lehmann, Attorney-in-Fact for Randall Lipps	03/17/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Omnicell (OMCL) CEO Randall Lipps report on March 15, 2026?

Randall Lipps reported vesting of 79,494 performance-based restricted stock units of Omnicell Common Stock. In the same filing, 15,642 shares were withheld at $34.40 per share to satisfy taxes due on that vesting event.

Were the Omnicell (OMCL) CEO’s March 2026 Form 4 transactions open-market buys or sells?

The Form 4 shows a grant/award acquisition and a tax-withholding disposition, not open-market trades. Shares were issued through vesting of performance-based RSUs, and 15,642 shares were withheld by Omnicell to cover associated tax obligations.

How many Omnicell (OMCL) shares does Randall Lipps hold directly after the March 2026 Form 4?

After the reported RSU vesting and related tax withholding, Randall Lipps holds 444,592 shares of Omnicell Common Stock directly. This figure reflects his position immediately following the grant acquisition and the 15,642-share tax-withholding transaction.

What performance conditions triggered the Omnicell (OMCL) CEO’s 79,494 performance RSUs to vest?

The 79,494 performance-based RSUs vested after Omnicell met stock performance objectives relative to the S&P 1000 Healthcare Index. The Compensation Committee determined on March 5, 2026 that the criteria were met at 100% of target for the March 15, 2025 grant.

What is the vesting schedule for the remaining Omnicell (OMCL) performance-based RSUs granted to the CEO?

After 25% of the 79,494 performance-based RSUs vested on the one-year anniversary of the March 15, 2025 grant, the remaining units vest in equal quarterly installments. Vesting occurs every three months on May 15, August 15, November 15, and February 15 over three years.

How many Omnicell (OMCL) shares are held in trusts associated with Randall Lipps?

The filing shows 355,861 Omnicell Common Stock shares held in a trust with Randall Lipps’ wife and 8,051 shares held in a trust for his children. These positions are reported as indirect ownership interests in addition to his direct shareholdings.