Duffy Sean P. 4

What Happened
Sean P. Duffy, CEO of Omada Health, exercised stock options and sold the resulting shares in the open market on July 1, 2026. He exercised 12,944 options at $5.82 (cost $75,334) and 12,942 options at $8.28 (cost $107,160), and sold those shares: 12,944 shares at a weighted average $22.70 (proceeds $293,787) and 12,942 shares at a weighted average $22.67 (proceeds $293,435). Total proceeds from the sales were about $587,222; total option exercise cost was about $182,494, for net proceeds of roughly $404,728 before fees and taxes. The filing also shows two derivative conversion/disposition entries at $0 for the same share amounts (common in option conversion/net-settlement reporting).

Key Details

• Transaction date: July 1, 2026 (filed July 6, 2026). Filing was 5 days after the transactions (later than the typical 2-business-day Form 4 deadline).
• Sales executed in multiple trades; weighted-average sale prices reflect ranges of $22.23–$23.04 and $22.095–$22.95 (see footnotes).
• Shares acquired via exercise: 25,886 total (12,944 + 12,942); shares sold in open market: 25,886 total.
• Option exercise costs: ~$182,494; gross sale proceeds: ~$587,222; approximate net before tax/fees: ~$404,728.
• Footnotes: 10b5-1 trading plan adopted March 13, 2026 (F1); option shares are 100% vested (F5); some shares held in family trusts (F4).
• Shares owned after the transaction: not specified in the filing.

Context

• This was an exercise of vested options followed by open-market sales — effectively a cash-in event for the CEO rather than an additional purchase of company stock. The $0 derivative disposal lines likely reflect conversion/net settlement mechanics commonly reported when exercising options.
• The trades were executed under a pre-established 10b5-1 plan, which is designed to allow scheduled insider sales and reduce timing concerns; filings should still meet the SEC’s 2-business-day reporting window (this one was filed later).
• Facts only — this report documents the transactions and does not state the CEO’s motivations.