LIPPS RANDALL A 4
4 · OMNICELL, INC. · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
Omnicell CEO Randall Lipps Receives Award; 15,642 Shares Withheld
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.
Insider Transaction Report
- Tax Payment
Common Stock
[F2]2026-03-15$34.40/sh−15,642$538,085→ 444,592.074 total - Award
Common Stock
[F1]2026-03-15+79,494→ 460,234.074 total
- 355,861(indirect: By Trust)
Common Stock
[F3] - 8,051(indirect: By Trust)
Common Stock
[F4]
Footnotes (4)
- [F1]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).
- [F2]Reflects withholding of shares to cover taxes due in connection with the vesting of restricted stock units.
- [F3]Shares held in trust with Mr. Lipps' wife.
- [F4]Shares held in trust for the benefit of Mr. Lipps' children.