OMNICELL INC

FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS

This Annual Report on Form 10-K (or “Annual Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements are contained throughout this Annual Report including in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goals,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “target,” “will,” “would,” and variations of these terms and similar expressions.

Forward-looking statements are based on our current expectations and assumptions, and are subject to known and unknown risks and uncertainties, many of which are beyond our control, which may cause our actual results, performance, or achievements to be materially different from those expressed or implied in the forward-looking statements. Such risks and uncertainties include those described throughout this Annual Report, including in Part I - Item 1A. “Risk Factors” and Part II - Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements should be considered in light of these risks and uncertainties. You should carefully read this Annual Report and the documents that we reference in this Annual Report and have filed as exhibits, as well as other documents we file with, or furnish to, the U.S. Securities and Exchange Commission (“SEC”) from time to time, with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements in this Annual Report represent our current estimates and assumptions and speak only as of the date of this Annual Report. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those expressed or implied in any forward-looking statements, whether as a result of changed circumstances, future events, even if new information becomes available in the future, or otherwise.

The following risks related to our business, among others, could cause actual results to differ materially from those described in the forward-looking statements:

•unfavorable general economic and market conditions;

•our ability to take advantage of growth opportunities and develop and commercialize new solutions and enhance existing solutions, including incorporating artificial intelligence technology;

•reductions in demand in the capital equipment market or reductions in the demand for or adoption of our solutions, systems, or services;

•delays in installations of our medication management solutions or our more complex medication packaging systems;

•transitioning to selling more products and services on a subscription basis;

•our ability to acquire companies, businesses, or technologies and successfully integrate such acquisitions;

•failing to maintain expected service levels when providing our SaaS and Expert Services or retaining our SaaS and Expert Services customers;

•meeting the demands of, or maintain relationships with, institutional, retail, and specialty pharmacy customers;

•investments in new business strategies or initiatives;

•continued and increased competition from current and future competitors in the medication management automation solutions market and the medication adherence solutions market;

•our substantial debt obligations;

•disruptions to our information technology systems and breaches of data security or cyber-attacks on our systems or solutions;

•effectiveness of business continuity plans during any future cybersecurity incidents;

•government regulations, legislative changes, fraud and anti-kickback statues, products liability claims, the outcome of legal proceedings, and other legal obligations related to healthcare, privacy, data protection, and information security, and the costs of compliance with, and potential liability associated with, our actual or perceived failure to comply with such obligations;

•changes to the 340B Program;

•operating in foreign countries;

•covenants in our credit agreement could restrict our business and operations;

•climate change, legal, regulatory or market measures to address climate change and a focus on ESG matters by various stakeholders;

•recruiting and retaining skilled and motivated personnel;

•protecting our intellectual property;

•availability and sources of raw materials and components or price fluctuations, shortages, or interruptions of supply;

•dependence on a limited number of suppliers for certain components, equipment, and raw materials, as well as technologies provided by third-party vendors;

•fluctuations in quarterly and annual operating results;

•failing to meet (or significantly exceeding) our publicly announced financial guidance; and

•other factors set forth under “Risk Factors.”

Other Information

All references in this Annual Report to “Omnicell,” “our,” “us,” “we,” or “the Company” collectively refer to Omnicell, Inc., a Delaware corporation, and its subsidiaries. The term “Omnicell, Inc.” refers only to Omnicell, Inc., excluding its subsidiaries.

We own various registered and unregistered trademarks and service marks used in our business, some of which appear in this Annual Report, including Omnicell®. This Annual Report may also include the trademarks and service marks of other companies. Such trademarks and service marks are the marks of their respective owners.

Information posted on or accessible through websites referenced in this Annual Report is not incorporated by reference or otherwise included in this Annual Report, and any references to these websites are intended to be inactive textual references only.