LIPPS RANDALL A 4

What Happened
Randall A. Lipps, Chairman, President and CEO of Omnicell, received 79,494 performance-based restricted stock units (RSUs) that were deemed earned based on company performance. To cover tax withholding on the vesting, 15,642 shares were surrendered at $34.40 per share (total value $538,085). The RSUs were awarded at $0.00 (no purchase price).

Key Details

• Transaction date: March 15, 2026; Form 4 filed March 17, 2026 (appears timely).
• Acquired: 79,494 performance-based RSUs (code A) at $0.00.
• Withheld/disposed: 15,642 shares (code F) at $34.40 each = $538,085 to cover taxes.
• Net new shares to Lipps = 79,494 − 15,642 = 63,852 shares (net increase).
• Shares owned after transaction: not specified in the filing.
• Footnotes: F1 explains these were performance-based RSUs granted March 15, 2025 and 100% of target (79,494) was achieved; 25% vested at the one-year anniversary and the remainder will vest in equal quarterly increments over three years (May 15, Aug 15, Nov 15, Feb 15). F2 notes the withholding to cover taxes. F3/F4 reference certain shares held in trusts for his wife and children.

Context
This was not an open-market purchase or a discretionary sale — Lipps received vested performance RSUs and a portion was surrendered to meet tax obligations (a routine administrative step). Performance-based RSUs indicate compensation tied to company metrics; future vesting of remaining units will occur quarterly per the stated schedule.