of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

President and Chief Operating Officer — Mr. Nnamdi Njoku: Mr. Nnamdi Njoku was promoted to President and will continue as Chief Operating Officer.

The filing pertains to an amendment of the equity incentive plan, not a management change.

of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

CFO — Baird Radford: The filing announces the appointment of an external candidate as the new Chief Financial Officer, which is a significant management change but not a departure of a sitting executive.

of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

CFO — Nchacha Etta: The CFO is departing without cause and receiving severance, representing a loss of a key senior executive.

The filing describes an amendment to an equity incentive plan, which is a compensatory arrangement rather than a change in management personnel.

Regulation FD Disclosure. On May 22, 2025, Omnicell, Inc. (“Omnicell” or the “Company”) issued a press release updating its second quarter and full year 2025 guidance, and announcing that the Board of Directors (the “Board”) of the Company authorized a new stock repurchase program providing for the repurchase of up to $75.0 million of the Company’s common stock, with no expiration date (the “2025 Repurchase Program”). The 2025 Repurchase Program is in addition to the stock repurchase program…

of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

CFO — Nchacha Etta: The CFO is resigning from his role, which constitutes a genuine departure of a senior executive, though the filing notes no disagreement and a planned transition period.

CEO — Randall A. Lipps: The filing discloses the renewal of an existing CEO's employment agreement with updated compensation terms, not a change in personnel or a departure.

Results of Operations and Financial Condition. On February 6, 2025, Omnicell, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2024. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. A slide presentation, dated February 6, 2025, is attached as Exhibit 99.2 to this Current Report on Form 8-K a…

Unregistered Sale of Equity Securities. The information set forth under

Other Events. On November 20, 2024, the Company issued a press release announcing the pricing of its offering of $150 million aggregate principal amount of Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. A copy of the press release announcing the offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Forward-Looking Statements This Current Report on Form 8-K contains “forward-looking” statements, that…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Agreement. On November 22, 2024, Omnicell, Inc. (the “ Company ”) completed its previously announced private offering of $172.5 million aggregate principal amount of 1.00% Convertible Senior Notes due 2029 (the “ Notes ”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $22.5 million aggregate principal amount of the Notes. The Notes were issued pursuant to an indenture, dated November 22, 2024 (the “ Indenture ”), between…

Other Events. On November 18, 2024, the Company issued a press release announcing the proposed offering of $150 million aggregate principal amount of convertible senior notes due 2029 (the “2029 Notes”) in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also announced its intent to grant the initial purchasers of the 2029 Notes an opti…

Entry into a Material Definitive Agreement. In connection with the Offering (as defined below), on November 18, 2024, Omnicell, Inc. (the “Company”), as borrower, entered into a First Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) with the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent for the lenders. Pursuant to the Amendment, effective as of pricing of the Offering, the springing maturity for the revolving credit faci…

of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

COO — Nnamdi Njoku: The company appointed a new Executive Vice President and Chief Operating Officer from an external background, which is a significant management addition rather than a departure.

of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Chief Accounting Officer — Joseph B. Spears: The filing is an amendment extending the retirement date of a senior officer who is transitioning out with an advisory period, indicating an orderly succession rather than a sudden loss.