OMNICELL, INC.
For the period ended Mar 31, 2026. Filed May 6, 2026.
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Mar 31, 2026 · Filed May 6, 2026
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Item 5. Other Information
Securities Trading Plans of Directors and Officers
During the three months ended March 31, 2026, Nnamdi Njoku, the Company’s Executive Vice President and Chief Operating Officer, adopted a new “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K) on February 9, 2026, which is intended to satisfy the Rule 10b5-1(c) affirmative defense. Mr. Njoku’s trading plan is effective from May 15, 2026 until the earlier of: (1)February 16, 2027; or (2) the date on which all of the transactions under the trading plan are completed. The trading plan is intended to let Mr. Njoku sell up to 17,049 shares of common stock, which represents the gross amount of shares that will vest over the duration of the plan (shares that will actually be sold under the plan are net of tax withholding). None of the shares were sold and no other adjustments were made to the trading plan during the three months ended March 31, 2026.
In addition, on February 23, 2026, Randall A. Lipps, the Company’s President, Chief Executive Officer, and Chairman of the Board of Directors, terminated a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, which was previously adopted on March 14, 2025 (the “Prior Plan”). The Prior Plan provided for the sale of certain shares of common stock held by Mr. Lipps as well as the exercise of certain options expiring on February 3, 2026. The Prior Plan would have expired on the earlier of: (1) September 30, 2026; or (2) the date on which all of the transactions under the trading plan are completed. Following termination of the Prior Plan, on February 25, 2026, Mr. Lipps adopted a new “Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K), which is intended to satisfy the Rule 10b5-1(c) affirmative defense. Mr. Lipps’ new trading plan is effective from May 28, 2026 until the earlier of: (1)March 1, 2027; or (2) the date on which all of the transactions under the trading plan are completed. Mr. Lipps entered into the new trading plan to include certain options that were previously excluded from the Prior Plan. The new trading plan is intended to let Mr. Lipps sell up to 10,000 shares of common stock and exercise and sell up to (a)134,160 stock options expiring on February 8, 2027 and (b)153,728 stock options expiring on February 6, 2028. None of the shares were sold, nor any options exercised and no other adjustments were made to the Prior Plan during the three months ended March 31, 2026.
The actions described above were adopted and precleared in accordance with the Company’s Insider Trading Policy and actual sale transactions made pursuant to such trading plans will be disclosed publicly in future Section 16 filings with the SEC.
Other than as disclosed above, none of our other directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” oradopted orterminated a “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K) during the three months ended March 31, 2026.
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