What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-28 · 344 added, 450 removed, 1217 unchanged (39% of the section changed)

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Securities Trading Plans of Directors and Officers

During the three months ended December 31, 2023, none of our directors or officers adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated 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 December 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or adopted or terminated a “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item with respect to directors and executive officers may be found under the heading “Information About Our Executive Officers” in Part I, Item 1 of this Annual Report on Form 10-K, and in the sections entitled “Board and Corporate Governance Matters—Election of Directors” and “Board and Corporate Governance Matters—Information about our Directors and Nominees” appearing in the Proxy Statement.

The information required by this Item with respect to directors and executive officers may be found under the heading “Information About Our Executive Officers” in Part I, Item 1 of this Annual Report on Form 10-K, and in the sections entitled “Board and Corporate Governance Matters—Information about our Directors and Nominees” and “Board and Corporate Governance Matters—Information about our Directors and Nominees—Director Nominees” appearing in the Proxy Statement.

Such information is incorporated herein by reference.

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Such information is incorporated herein by reference.

The information required by this Item with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 may be found in the sections entitled “Delinquent Section 16(a) Reports” appearing in the Proxy Statement.

The information required by this Item with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 may be found in the section entitled “Delinquent Section 16(a) Reports” appearing in the Proxy Statement.

Such information is incorporated herein by reference.

Our written Code of Conduct applies to all of our directors and employees, including executive officers, including without limitation our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

The Code of Conduct is available on our investor relations website is located at ir.omnicell.com under the hyperlink entitled “Leadership & Governance—Governance Documents.” Changes to or waivers of the Code of Conduct will be disclosed on the same website.

Our written Code of Conduct applies to all of our directors and employees, including executive officers, which includes, without limitation our principal executive officer, principal financial officer, principal accounting officer, controller, and persons performing similar functions.

The Code of Conduct is available on our investor relations website located at ir.omnicell.com under the hyperlink entitled “Leadership & Governance—Governance Documents.” Changes to or waivers of the Code of Conduct will be disclosed on the same website.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver of, any provision of the Code of Conduct by disclosing such information on the same website.

The information required by this Item with respect to our insider trading policies and procedures may be found in the section entitled “Board and Corporate Governance Matters— Insider Trading Policies and Procedures ” appearing in the Proxy Statement.

Such information is incorporated herein by reference.

A copy of our insider trading policies have been filed as Exhibit 19.1 to this Annual Report.

EXECUTIVE COMPENSATION

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The information required by this Item with respect to securities authorized for issuance under our equity compensation plans is incorporated herein by reference to the section of our Proxy Statement entitled “Equity Plan Information—Equity Compensation Plan Information.”

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item with respect to related party transactions is incorporated herein by reference to the section of our Proxy Statement entitled “Board and Corporate Governance Matters—Certain Relationships and Related Transactions.”

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated herein by reference to the section of our Proxy Statement entitled “Audit Matters—Ratification of Selection of Independent Registered Public Accounting Firm—Principal Accountant Fees and Services.”

EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

The information required by this Item is incorporated herein by reference to the sections of our Proxy Statement entitled “Audit Matters—Ratification of Selection of Independent Registered Public Accounting Firm—Principal Accountant Fees and Services” and “Audit Matters—Ratification of Selection of Independent Registered Public Accounting Firm—Pre-Approval Policies and Procedures.”

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are included as part of this Annual Report on Form 10-K:

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Omnicell, Inc.

To the shareholders and the Board of Directors of Omnicell, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Omnicell, Inc.

and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Inventory Valuation — Refer to Note 1 to the financial statements

Critical Audit Matter Description

The Company records write-downs for excess and slow-moving inventory based on the Company’s estimate of demand for its products, potential obsolescence of technology, product life cycles, and whether pricing trends or forecasts indicate that the carrying value of inventory exceeds its estimated selling price.

These estimates require management judgment and are impacted by market and economic conditions, technology changes, and new product introductions.

The Company’s consolidated inventory balance is $110.1 million as of December 31, 2023.

We identified the inventory valuation as a critical audit matter because of the assumptions and judgments made by management to estimate the excess and slow-moving inventory, especially considering the presence of inventory with evolving product life cycles.

The analysis of equipment-related inventory valuation required a high degree of auditor judgment when performing audit procedures to evaluate qualitative and quantitative factors considered and the reasonableness of the relevant management assumptions and judgments.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures over the inventory valuation included the following, among others:

• We tested the effectiveness of internal controls over inventory for valuation.

• We evaluated the appropriateness of management’s method, assumptions, and judgments used in developing their estimate of the excess and slow-moving equipment-related inventory, which included consideration of demand for its products, potential obsolescence of technology, and product life cycles.

• We tested certain underlying data used and considered in the excess and obsolete equipment-related inventory assessment, including the amount of inventory on hand and forecasted demand.

• We compared actual equipment-related inventory usage and write-off activity in the current year to the excess and obsolete estimates by management of individual equipment-related inventory items selected for testing in the prior year to evaluate management’s ability to make reasonably accurate estimates.

• We evaluated the valuation of excess and obsolete equipment-related inventory for understatement by making selections of equipment-related individual inventory items and evaluating the appropriateness of the equipment-related inventory valuation and management judgments based on relevant product-specific information.

These procedures also included certain inquiries of purchasing employees.

Capitalized Software - Internal Software Development Costs — Refer to Notes 1 and 7 to the financial statements

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

1.00% Convertible Senior Notes due 2029 — Refer to Notes 1 and 11 to the financial statements

Critical Audit Matter Description

The Company capitalizes certain costs related to computer software developed or obtained for internal use when costs are incurred in the application development phase and amortizes these costs over the estimated lives of the software.

The determination of whether a project’s software development costs are capitalized or expensed could have a significant impact on the financial statements.

The Company capitalized $32.2 million of costs related to the application development of enterprise-level software and its subscription and cloud-based offerings in the year ended December 31, 2023.

We identified management’s determination of internal use capitalized software development costs to be a critical audit matter.

Evaluating the Company’s determination of the project and related software development activities to be capitalized under relevant accounting guidance, including the extent to which software development costs incurred were capitalized, required subjective auditor judgment.

In November 2024, the Company completed a private offering of $172.5 million of 1.00% Convertible Senior Notes due in 2029 (the “Notes”).

The Notes include conversion, redemption and additional features and the Company evaluated these features to determine if they are required to be bifurcated and accounted for separately from the Notes.

The Company recognized the issuance of the Notes as a single liability at face value less unamortized debt issuance costs.

In connection with the issuance of the Notes, the Company entered into convertible note hedge and warrant transactions.

The Company recognized the note hedge and warrant transactions as equity instruments.

We identified management’s accounting evaluation and conclusions related to the Notes, including the Notes conversion, redemption and additional features, and the Company’s convertible note hedge and warrant transactions as a critical audit matter due to complex judgments required by management to determine the appropriate accounting treatment.

This required a high degree of auditor judgment and an increased extent of effort, including the involvement of professionals in our firm having expertise in debt, equity transactions, and freestanding financial instruments when performing audit procedures to evaluate the accounting conclusion.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures to assess the appropriateness of capitalized internal software development costs included the following, among others:

• We tested the effectiveness of internal controls related to management’s capitalized internal software development costs.

• We obtained an understanding of management’s process for evaluating internal software development costs and the nature of internal software development costs capitalized.

• We tested management’s method of calculating capitalized internal software development costs.

For a sample of projects, we performed audit procedures to agree capitalized labor costs to time records and made certain inquiries of project members to further assess the reasonableness of time allocated to the selected projects.

• For a sample of internal software development projects, we obtained an understanding of the new software enhancements and features planned for development by reviewing management’s project documentation and inquiring of project managers and engineers.

• For a sample of internal software development projects, we tested the timing of internal software development cost recognition as either a capitalized or an expensed development cost.

We also inquired of project managers and engineers regarding when application development was reached and observed the new features developed.

Our audit procedures related to management’s accounting evaluation and conclusions of the Notes and convertible note hedge and warrant transactions included the following, among others:

• We tested the effectiveness of the control over management’s review of complex, non-routine transactions that includes accounting for debt and equity instruments.

• With the assistance of professionals in our firm having expertise in debt and equity transactions and freestanding financial instruments, we evaluated management’s accounting considerations and conclusions under accounting principles generally accepted in the United States of America (“GAAP”), regarding the accounting for the Notes and convertible note hedge and warrant transactions.

• We evaluated whether the assertions and assumptions made by management supporting their conclusions regarding the accounting for the Notes and convertible note hedge and warrant transactions were consistent with the underlying agreements and the evidence obtained in other areas of the audit.

• We evaluated the disclosures related to the accounting for the Notes and convertible note hedge and warrant transactions for conformity with the relevant requirements under GAAP.

/s/ Deloitte & Touche LLP

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Omnicell, Inc.

To the shareholders and the Board of Directors of Omnicell, Inc.

Opinion on Internal Control over Financial Reporting

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Accrued liabilities 167,895 149,276

Deferred revenues, net 121,734 118,947

Deferred revenues 141,370 121,734

Convertible senior notes, net 174,324 —

Total current liabilities 595,678 367,792

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46,382 and 45,539 shares outstanding, respectively

Treasury stock at cost, 10,283 shares outstanding, respectively

Treasury stock at cost, 10,283 shares outstanding

( 290,319 ) ( 290,319 )

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Product revenues $ 630,507 $ 708,561 $ 903,222

Services and other revenues 438,551 392,725 319,506

Service revenues 481,731 438,551 392,725

Total revenues 1,112,238 1,147,112 1,295,947

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Cost of product revenues 383,025 414,106 493,626

Cost of services and other revenues 236,166 213,334 154,510

Cost of service revenues 258,210 236,166 213,334

Total cost of revenues 641,235 650,272 706,960

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Other comprehensive loss — — — — — — ( 8,680 ) ( 8,680 )

Share-based compensation — — — 53,160 — — 53,160

Issuance of common stock under employee stock plans 1,396 1 — — 67,347 — — 67,348

Tax payments related to restricted stock units — — — — ( 16,286 ) — — ( 16,286 )

Balances as of December 31, 2021 54,073 54 ( 9,894 ) ( 238,109 ) 1,024,580 368,571 ( 8,407 ) 1,146,689

Net income — — — — — 5,648 — 5,648

Other comprehensive loss — — — — — — ( 8,680 ) ( 8,680 )

Stock repurchases — — ( 389 ) ( 52,210 ) — — — ( 52,210 )

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Balances as of December 31, 2023 55,822 56 ( 10,283 ) ( 290,319 ) 1,122,292 370,357 ( 13,432 ) 1,188,954

Net income — — — — — 12,531 — 12,531

Other comprehensive loss — — — — — — ( 3,763 ) ( 3,763 )

Share-based compensation — — — — 42,912 — — 42,912

Issuance of common stock under employee stock plans 843 1 — — 13,410 — — 13,411

Tax payments related to restricted stock units — — — — ( 4,827 ) — — ( 4,827 )

Purchase of convertible note hedge — — — — ( 40,279 ) — — ( 40,279 )

Sale of warrants — — — — 25,168 — — 25,168

Tax benefit related to convertible note hedge — — — — 10,225 — — 10,225

Partial unwind of convertible note hedge and warrants — — — — ( 1,019 ) — — ( 1,019 )

Balances as of December 31, 2024 56,665 $ 57 ( 10,283 ) $ ( 290,319 ) $ 1,167,882 $ 382,888 $ ( 17,195 ) $ 1,243,313

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Impairment of certain long-lived assets — 1,014 —

Inventory write-down 5,393 — —

Amortization of debt issuance costs 3,788 4,397 4,164

Amortization of discount on convertible senior notes — — 18,608

Gain on extinguishment of convertible senior notes, net ( 7,517 ) — —

Changes in operating assets and liabilities:

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Payments for debt issuance costs for revolving credit facility — ( 2,967 ) —

Proceeds from issuance of convertible senior notes, net of issuance costs 166,272 — —

Partial repurchase of convertible senior notes ( 391,000 ) — —

Purchase of convertible note hedge ( 40,279 ) — —

Proceeds from sale of warrants 25,168 — —

Partial unwind of convertible note hedge and warrants ( 727 ) — —

Proceeds from issuances under stock-based compensation plans 13,411 23,216 40,182

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Cash paid for interest $ 1,624 $ 1,438 $ 1,438

Income taxes paid (refunds received), net $ 20,209 $ 19,005 $ ( 1,733 )

Income taxes paid, net of refunds received

$ 11,279 $ 20,209 $ 19,005

Supplemental disclosure of non-cash investing activities

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The Company’s major products and related services are medication management solutions and adherence tools for healthcare systems and pharmacies, which are sold in its principal market, the healthcare industry.

The Company’s market is primarily located in the United States and Europe.

The Company’s market is primarily located in the United States.

“Omnicell” or the “Company” refer to Omnicell, Inc.

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Although these estimates are based on management’s best knowledge of current events and actions that may impact the Company in the future, actual results may be different from the estimates.

The Company’s critical accounting policies are those that affect its financial statements materially and involve difficult, subjective, or complex judgments by management.

Those policies are revenue recognition;

allowance for credit losses for accounts receivable and unbilled receivables;

notes receivable from investment in sales-type leases;

operating lease right-of-use assets and liabilities;

inventory valuation;

internal-use and external-use software development costs;

impairment of goodwill;

purchased intangibles and long-lived assets;

fair value of assets acquired and liabilities assumed in business combinations;

share-based compensation;

and accounting for income taxes.

The Company’s critical accounting estimates are those that affect its financial statements materially and involve difficult, subjective, or complex judgments by management.

Those estimates are revenue recognition, inventory valuation, and accounting for income taxes.

As of December 31, 2024, the Company is not aware of any events or circumstances that would require an update to its estimates, judgments, or revisions to the carrying value of its assets or liabilities.

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The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer.

The CODM allocates resources and evaluates the performance of the Company at the consolidated level using information about its revenues, gross profit, income from operations, and other key financial data.

The CODM allocates resources and evaluates the performance of the Company at the consolidated level using the Company’s consolidated net income.

In addition, the CODM is provided with certain segment assets, primarily those that impact liquidity, as well as certain significant expenses.

All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment.

Refer to Note 2, Segment Information, for further information regarding the Company’s segment disclosures.

Foreign Currency Translation and Remeasurement

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Technical services.

Post-installation technical support and other related services, including phone support, on-site service, parts, and access to unspecified software updates and enhancements, if and when available.

Post-installation technical support and other related services (support and maintenance), including phone support, on-site service, parts, and access to unspecified software updates and enhancements, if and when available.

This revenue category is often supported by multi-year or annual contractual agreements.

Advanced Services.

Software as a Service (“SaaS”) and Expert Services.

Emerging software and service solutions which are offered on a subscription basis with fees typically based either on transaction volume or a fee over a specified period of time.

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Over time, as services are provided, typically ratably over the service term

Advanced Services

SaaS and Expert Services

Over time, as services are provided

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When performance obligations are included in separate contracts, the Company considers an entire customer arrangement to determine if separate contracts should be considered combined for the purposes of revenue recognition.

Most of the Company’s sales, other than renewals of support and maintenance, contain multiple performance obligations, with a combination of hardware systems, software products, support and maintenance, and professional services.

Many of the Company’s sales contain multiple performance obligations, with a combination of hardware systems, software products, support and maintenance, and professional services.

The transaction price of a contract is determined based on the fixed consideration, net of an estimate for variable consideration such as various discounts or rebates provided to customers.

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Other than for the renewal of annual technical services contracts, the Company’s products and services are not generally sold separately.

The Company uses an amount discounted from the list price as a best estimated selling price.

The Company uses an amount discounted from the list price as a best estimated standalone selling price.

The Company recognizes revenue when the performance obligation has been satisfied by transferring a promised good or service to a customer.

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Determining when control transfers requires management to make judgments that affect the timing of revenues recognized.

Generally, for products requiring a complex implementation, control passes when the product is installed and ready for use.

Generally, for products requiring a complex implementation, control passes when the product is installed and functionally ready for use.

For all other products, control generally passes when product has been shipped and title has passed.

For maintenance contracts and certain other services, including Advanced Services provided on a subscription basis, control passes to the customer over time, generally ratably over the service term as the Company provides a stand-ready service for the customer’s equipment.

For support and maintenance contracts and certain other services, including SaaS and Expert Services provided on a subscription basis, control passes to the customer over time, generally ratably over the service term.

Time and material services transfer control to the customer at the time the services are provided.

The portion of the transaction price allocated to the Company’s unsatisfied performance obligations for which invoicing has occurred is recorded as deferred revenues, net of deferred cost of goods sold.

The portion of the transaction price allocated to the Company’s unsatisfied performance obligations for which invoicing has occurred is recorded as deferred revenues.

Deferred revenues from product sales primarily relate to delivered and invoiced products, pending installation and acceptance.

Deferred revenues from service contracts primarily relate to services that have been invoiced, where services have not yet been provided.

Deferred revenues from service contracts primarily relate to services that have been invoiced, but services have not yet been provided.

Short-term deferred revenues are expected to be recognized within the next twelve months.

Long-term deferred revenues substantially consist of deferred revenues on long-term technical and Advanced Services contracts which have been invoiced and are expected to be recognized as revenue beyond twelve months, generally not more than ten years .

Long-term deferred revenues substantially consist of deferred revenues on long-term technical and SaaS and Expert Services contracts which have been invoiced and are expected to be recognized as revenue beyond twelve months, generally not more than ten years .

In addition, the Company has remaining performance obligations associated with contracts for which the associated products have been accepted or associated services have started, but where invoicing has not yet occurred and therefore are not reflected in deferred revenue.

These remaining performance obligations are comprised of the non-variable portions of technical services and Advanced Services provided under non-cancellable contracts with minimum commitments.

Remaining performance obligations which are not included in deferred revenues are $ 353.9 million as of December 31, 2023.

These remaining performance obligations are comprised of the non-variable portions of technical services and SaaS and Expert Services provided under non-cancellable contracts with minimum commitments.

Remaining performance obligations which are not included in deferred revenues were $ 392.3 million as of December 31, 2024.

Remaining performance obligations are expected to be recognized ratably over the remaining terms of the associated contracts, which terms vary but are generally not more than ten years .

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Invoicing associated with the service portion of agreements is generally periodic and is billed on a monthly, quarterly, or annual basis, and in certain circumstances, multiple years are billed at one time.

Advanced Services agreements are generally invoiced periodically on a monthly, quarterly or annual basis over the life of the agreement.

SaaS and Expert Services agreements are generally invoiced periodically on a monthly, quarterly or annual basis over the life of the agreement.

In certain circumstances portions of these agreements may be invoiced lump sum.

The amount invoiced for equipment and software is typically reflected in both accounts receivable and deferred revenues, net.

The Company typically recognizes product revenue, and correspondingly reduces deferred revenues, net, for equipment and on-premise software upon written customer acceptance of installation.

The amount invoiced for equipment and software is typically reflected in both accounts receivable and deferred revenues.

The Company typically recognizes product revenue, and correspondingly reduces deferred revenues, for equipment and on-premise software upon written customer acceptance of installation.

Consumables are recorded as revenue upon shipment to or receipt by the customer, depending upon contract terms.

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These commissions are earned on the basis of:

(i) the value of new bookings for connected devices, software products, and Advanced Services, provided that for Advanced Services a commission will only be paid on the amount that represents the minimum commitment and (ii) the value of new orders for consumables.

(i) the value of new bookings for connected devices, software products, and SaaS and Expert Services, provided that for SaaS and Expert Services a commission will only be paid on the amount that represents the minimum commitment and (ii) the value of new orders for consumables.

Since there are no commensurate commissions earned on renewal of the service bookings, the Company concluded that the capitalized asset is related to services provided under both the initial contract and renewal periods.

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Costs to obtain a contract are allocated amongst performance obligations and recognized as sales and marketing expense consistent with the pattern of revenue recognition.

In accordance with GAAP, while certain compensation elements are expensed as incurred, a portion of the pool’s capitalized asset is recorded as an expense over the first seven quarters after booking, which represents the estimated period during which the product revenue associated with the contract is recorded.

The remaining capitalized contract costs are recorded as expense ratably over the ten

year estimated initial and renewal service periods.

In accordance with GAAP, while certain compensation elements are expensed as incurred, a portion of the pool’s capitalized asset is recorded as an expense over the first seven quarters after

booking, which represents the estimated period during which the product revenue associated with the contract is recorded.

The remaining capitalized contract costs are recorded as expense ratably over the ten year estimated initial and renewal service periods.

The Company recognized contract cost expense of $ 19.1 million, $ 23.3 million, and $ 30.6 million during the years ended December 31, 2024, 2023, and 2022, respectively.

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Other than for the renewal of annual technical services contracts, the Company’s products and services are not generally sold separately.

The Company uses an amount discounted from the list price as a best estimated selling price.

The Company uses an amount discounted from the list price as a best estimated standalone selling price.

Sales-Type Leases

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The Company’s sales-type lease agreements do not contain any material residual value guarantees.

For sales-type leases, the Company recognizes revenues for its hardware and software products, net of lease execution costs, post-installation product maintenance, professional services associated with Advanced Services offerings, and technical support, at the net present value of the lease payment stream upon customer acceptance.

For sales-type leases, the Company recognizes revenues for its hardware and software products, net of lease execution costs, post-installation support and maintenance, professional services associated with SaaS and Expert Services offerings, and technical support, at the net present value of the lease payment stream upon customer acceptance.

The Company recognizes service revenues associated with sales-type leases ratably over the term of the agreement in service revenues in the Consolidated Statements of Operations.

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The Company optimizes cash flows by selling a majority of its sales-type leases, other than those relating to U.S.

government hospitals and Advanced Services products, including Central Pharmacy Dispensing Service and IV Compounding Service, to third-party leasing finance companies on a non-recourse basis.

The Company has no obligation to the leasing company once the lease has been sold.

government hospitals and SaaS and Expert Services products, including Central Pharmacy Dispensing Service and IV Compounding Service, to third-party leasing finance companies on a non-recourse basis.

The Company generally has no obligation to the leasing company once the lease has been sold.

Allowance for Credit Losses

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The Company transferred non-recourse accounts receivable totaling $ 17.3 million, $ 5.7 million, and $ 45.3 million during the years ended December 31, 2024, 2023, and 2022, respectively, which approximated fair value, to leasing companies on a non-recourse basis.

Accounts receivable balance included approximately $ 1.1 million and $ 6.7 million due from third-party leasing companies for transferred non-recourse accounts receivable as of December 31, 2023 and 2022, respectively.

Cash and Cash Equivalents

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As of December 31, 2024 and 2023, cash equivalents were $ 328.0 million and $ 451.0 million, respectively, which consisted of money market funds held in sweep and asset management accounts.

The Company recorded interest income on its cash and cash equivalents of $ 24.9 million, $ 18.8 million, and $ 3.5 million for the years ended December 31, 2024, 2023, and 2022, respectively, which is included within interest and other income (expense), net in the Consolidated Statements of Operations.

Financial Instruments

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Inventories are stated at the lower of cost, computed using the first-in, first-out method, and net realizable value.

Inbound shipping costs are included in cost of inventory.

The Company regularly monitors inventory quantities on hand and records write-downs for excess and obsolete inventories based on the Company’s estimate of demand for its products, potential obsolescence of technology, product life cycles, and whether pricing trends or forecasts indicate that the carrying value of inventory exceeds its estimated selling price.

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The Company capitalized external-use software development costs of $ 17.2 million and $ 14.6 million that were included in other long-term assets as of December 31, 2024 and 2023, respectively.

Cloud Computing Costs

The Company capitalizes certain costs associated with cloud computing arrangements that are associated with service contracts, which are amortized using the straight-line method over the term of the arrangement.

As of December 31, 2024 and 2023, capitalized costs associated with cloud computing arrangements, net of accumulated amortization, were $ 5.0 million and $ 4.4 million, respectively.

Lessee Leases

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Lease expense is recognized on a straight-line basis over the lease term.

The Company does not recognize a right-of-use asset and a lease liability for leases with an initial term of twelve months or less.

The Company does not recognize a right-of-use asset and a lease liability for leases with

an initial term of twelve months or less.

The Company elected the practical expedient to not separate lease components from nonlease components and applied that practical expedient to all material classes of leased assets.

1 unchanged sentence

The specific terms and conditions of the extension options vary from lease to lease, but are consistent with standard industry practices in each area that the Company operates.

The Company reviews each of its lease options at a time required by the terms of the lease contract, and notifies the

lessor if it chooses to exercise the lease renewal option.

The Company reviews each of its lease options at a time required by the terms of the lease contract, and notifies the lessor if it chooses to exercise the lease renewal option.

Until the Company is reasonably certain that it will extend the lease contract, the renewal option periods will not be recognized as right-of-use assets or lease liabilities.

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The Company’s operating lease agreements do not contain any material residual value guarantees, restrictions, or restriction covenants.

Business Combinations

The Company uses the acquisition method of accounting under ASC 805, Business Combinations .

Each acquired company’s operating results are included in the Company’s Consolidated Financial Statements starting on the acquisition date.

The purchase price is equivalent to the fair value of consideration transferred.

Tangible and identifiable intangible assets acquired and liabilities assumed as of the acquisition date are recorded at the acquisition date fair value.

Goodwill is recognized for the excess of purchase price over the net fair value of assets acquired and liabilities assumed.

Amounts allocated to assets and liabilities are based upon fair values.

Such valuations require management to make significant estimates and assumptions, especially with respect to the identifiable intangible assets.

Management makes estimates of fair value based upon assumptions believed to be reasonable and that of a market participant.

These estimates are based on available historical information as well as future expectations, and the estimates are inherently uncertain.

The separately identifiable intangible assets generally include customer relationships, acquired technology, backlog, trade names, and non-compete agreements.

Goodwill and Acquired Intangible Assets

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The Company also considers its market capitalization on the date of the analysis to ensure the reasonableness of its reporting unit’s fair value.

The Company elected to perform a quantitative impairment assessment analysis as of October 1, 2023 for its reporting unit.

The Company elected to perform a quantitative impairment assessment as of October 1, 2024 for its reporting unit.

The Company determined that the fair value of the reporting unit exceeded the carrying value and thus no impairment was indicated.

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If an asset is considered to be impaired, the amount of such impairment would be measured as the difference between the carrying amount of the asset and its fair value.

The Company’s cash flow assumptions are based on historical and forecasted future revenue, operating costs, and other relevant factors.

Company’s cash flow assumptions are based on historical and forecasted future revenue, operating costs, and other relevant factors.

Assumptions and estimates about the remaining useful lives of the Company’s intangible assets are subjective and are affected by changes to its business strategies.

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The Company evaluates convertible debt instruments and related transactions at inception to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for.

Prior to the adoption of Accounting Standards Update (“ASU”) 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) , convertible debt instruments that could be settled in cash were required to be separated into liability and equity components.

The allocation to the liability component was based on the fair value of a similar instrument that did not contain an equity conversion option.

Based on this debt-to-equity ratio, debt issuance costs were then allocated to the liability and equity components in a similar manner.

The difference between the principal amount of the convertible senior notes and the liability component, inclusive of issuance costs, represented the debt discount, which the Company amortized to interest expense over the term of the convertible senior notes.

The determination of the discount rate required certain estimates and assumptions.

Upon adoption of ASU 2020-06, effective January 1, 2022, the convertible senior notes are no longer separated into liability and equity components, and are accounted for as a single liability, measured at amortized cost in the Consolidated Balance Sheets.

The Company’s convertible senior notes are accounted for as a single liability at face value less unamortized debt issuance costs.

Issuance costs are amortized using the effective interest method over the term of the convertible senior notes.

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The Company recognizes compensation expense related to share-based compensation based on the grant date estimated fair value.

The fair value of stock options (“options”) on the grant date is estimated using the Black-Scholes option pricing model, which requires the following inputs:

expected life, expected volatility, risk-free interest rate, expected dividend yield rate, exercise price, and closing price of its common stock on the date of grant.

The expected volatility is based on a combination of historical and market-based implied volatility, and the expected life of the awards is based on the Company’s historical experience of employee stock option exercises, including forfeitures.

Expense is recognized on a straight-line basis over the requisite service period.

The fair value of restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) is based on the stock price on the grant date.

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The fair value of performance-based stock unit awards (“PSUs”) with service and market conditions is estimated using a Monte Carlo simulation model applying a multiple awards approach.

Expense is recognized when it is probable that the performance condition will be met using the accelerated attribution method over the requisite service period.

Expense is recognized using the accelerated attribution method over the requisite service period.

Forfeiture rates are estimated based on the Company’s historical experience with equity awards that were granted and forfeited prior to vesting.

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Recently Adopted Authoritative Guidance

In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers .

The update addresses diversity in practice by requiring that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.

The Company adopted ASU 2021-08 beginning January 1, 2023 and will apply the guidance prospectively to acquisitions occurring on or after the adoption date.

Recently Issued Authoritative Guidance

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires public entities to disclose significant segment expenses that are regularly provided to the CODM.

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis.

The amendments are effective for the Company’s annual periods beginning January 1, 2024, and for interim periods within fiscal years beginning January 1, 2025.

Retrospective application is required, with early adoption permitted.

The Company is currently evaluating the impact ASU 2023-07 will have on its consolidated financial statements.

The Company adopted ASU 2023-07 for the annual period beginning January 1, 2024.

The adoption of ASU 2023-07 did not have a material impact on the Company’s Consolidated Financial Statements, as the changes only include additional disclosures related to the Company’s single reportable segment.

Refer to Note 2, Segment Information, for further information regarding the Company’s segment disclosures.

There was no other recently adopted authoritative guidance that is expected to have a material impact on the Company’s Consolidated Financial Statements through the reporting date.

Recently Issued Authoritative Guidance

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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The amendments are effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively.

The Company is currently evaluating the impact of ASU 2023-09 will have on its consolidated financial statements, which is limited to financial statements disclosures.

In March 2024, the SEC issued final rules under SEC Release No.

33-11275, “The Enhancement and Standardization of Climate-Related Disclosures for Investors,” to require registrants to disclose certain climate-related information, including Scope 1 and Scope 2 greenhouse gas emissions and other climate-related topics, if material, in registration statements and annual reports.

In April 2024, the SEC voluntarily stayed its climate disclosure rules as a result of pending legal challenges to facilitate an orderly judicial resolution.

The Company is currently evaluating the impact the SEC’s rule will have on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosure (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which requires disclosures of additional information and disaggregation of certain expenses included in the income statement.

The amendments are effective for the Company’s annual periods beginning January 1, 2027, and for interim periods within fiscal years beginning January 1, 2028, with early adoption permitted, and should be applied either prospectively or retrospectively.

The Company is currently evaluating the impact ASU 2024-03 will have on its consolidated financial statements.

There was no other recently issued and effective authoritative guidance that is expected to have a material impact on the Company’s Consolidated Financial Statements through the reporting date.

Business Combinations

The Company’s Consolidated Financial Statements include the results of operations of each acquired company, commencing as of their respective acquisition dates.

Acquisition-related costs were expensed as incurred, and are included in selling, general, and administrative expenses in the Company’s Consolidated Statements of Operations.

2022 Acquisition

Hub and Spoke Innovations

On January 10, 2022, the Company completed the acquisition of all of the outstanding equity interests in Hub and Spoke Innovations pursuant to the terms and conditions of the Share Purchase Agreement, dated January 10, 2022, by and among Omnicell Limited (a wholly-owned subsidiary of the Company), Hub and Spoke Innovations Limited, and certain beneficial stockholders specified therein for a base purchase price of £ 2.5 million (approximately $ 3.4 million based on the exchange rate in effect at the acquisition date), prior to customary adjustments for closing cash, net working capital, and assumed indebtedness.

The purchase price transferred for the transaction, net of cash acquired, was £ 2.5 million (approximately $ 3.4 million based on the exchange rate in effect at the acquisition date).

Of the purchase price transferred, £ 1.9 million (approximately $ 2.5 million based on the exchange rate in effect at the acquisition date) was allocated to goodwill;

£ 0.8 million (approximately $ 1.1 million based on the exchange rate in effect at the acquisition date) was allocated to intangible assets, which included customer relationships;

and the remainder was allocated to net assets acquired.

The Hub and Spoke Innovations acquisition is expected to complement Omnicell’s total solution technology portfolio for retail pharmacy in the United Kingdom to help pharmacies improve workflows, offer patients 24/7 access to their medications and provide enhanced patient care.

2021 Acquisitions

MarkeTouch Media

On December 31, 2021, the Company completed the acquisition of all of the outstanding equity interests in MarkeTouch Media, LLC (“MarkeTouch Media”) pursuant to the terms and conditions of the Unit Purchase Agreement, dated December 31, 2021, by and among ateb, Inc.

(a wholly-owned subsidiary of the Company), MarkeTouch Media, LLC, MarkeTouch Holdings, Inc., Toucan Enterprises, Inc., and certain beneficial stockholders specified therein for a base purchase price of $ 82.0 million, prior to customary adjustments for closing cash, net working capital, and assumed indebtedness.

The MarkeTouch Media acquisition adds mobile and web-based technology and patient engagement solutions, which is expected to expand the footprint of EnlivenHealth ® across the retail pharmacy sector, while enhancing potential growth opportunities in new market segments like specialty pharmacy and pharmacy benefits management.

On December 29, 2021, the Company completed the acquisition of all outstanding equity securities of ReCept pursuant to the terms and conditions of the Agreement and Plan of Merger, dated December 1, 2021, by and among Omnicell, Inc., ReCept Holdings, Inc., Redfish Acquisition Corp, and the representative of the securityholders for a base purchase price of $ 100.0 million, prior to customary adjustments for closing cash, net working capital, and assumed indebtedness.

The addition of ReCept’s specialty pharmacy management services, now a part of the Company’s Specialty Pharmacy Services, for health systems, provider groups, and federally qualified health centers expands Omnicell’s Advanced Services portfolio in an effort to address the growing and complex specialty pharmacy market.

FDS Amplicare

On September 9, 2021, the Company completed the acquisition of all of the outstanding equity interests in RxInnovation, Inc., operating as FDS Amplicare ® (“FDS Amplicare”), pursuant to the terms and conditions of the Agreement and Plan of Merger, dated July 25, 2021, by and among RxInnovation Inc., Omnicell, Inc., Fleming Acquisition Corp., and the representative of the securityholders for a base purchase price of $ 177.0 million, prior to customary adjustments for closing cash, net working capital, and assumed indebtedness.

The FDS Amplicare acquisition adds a comprehensive and complementary suite of software-as-a-service (“SaaS”) financial management, analytics, and population health solutions to the Company’s EnlivenHealth offering.

The Company incurred approximately $ 7.0 million in acquisition-related costs related to the FDS Amplicare acquisition during the year ended December 31, 2021.

Revenues and net losses from the FDS Amplicare operations since the acquisition date through December 31, 2021 were $ 11.3 million and $ 0.9 million, respectively.

The following tables represent the allocation of the respective purchase price to the assets acquired and the liabilities assumed by the Company as part of each acquisition included in the Company’s Consolidated Balance Sheets, and is reconciled to the respective purchase price transferred:

FDS Amplicare (1)

ReCept (2) (3)

MarkeTouch Media (4)

Segment Information

The Company’s one reportable segment derives revenues from sales of its products and related services, as described in Note 1, Organization and Summary of Significant Accounting Policies, which are sold in its principal market, the healthcare industry.

The accounting policies of the Company’s one reportable segment are the same as those described in the summary of significant accounting policies in Note 1.

As the Company has a single reportable segment and is managed on a consolidated basis, the measure of segment profit or loss that the CODM uses to allocate resources and assess performance is consolidated net income as reported on the Consolidated Statements of Operations.

The CODM uses this key measure to evaluate income generated from segment assets in deciding how to reinvest profits as well as monitor budget versus actual results.

The CODM is also provided with certain segment assets, primarily those that impact liquidity, such as cash and cash equivalents, accounts receivable and inventories, as well as certain liabilities such as accounts payable and outstanding debt.

Assets provided to the CODM are consistent with those reported on the Consolidated Balance Sheets.

In addition, the CODM is regularly provided with significant expenses, which are adjusted cost of revenues and adjusted operating expenses.

These significant expenses are adjusted for certain non-cash charges and expenses that are unrelated to the Company’s ongoing operations.

Adjusted cost of revenues include cost of product revenues and cost of service and other revenues, and exclude certain items such as share-based compensation expense, amortization of acquired intangibles, and certain restructuring and severance charges.

Adjusted operating expenses include research and development, and selling, general and administrative

expenses, and exclude certain items such as share-based compensation expense, amortization of acquired intangibles, and certain restructuring, impairment and severance charges.

Depreciation and amortization expense for the Company’s single reportable segment was $ 82.2 million, $ 87.3 million, and $ 86.9 million for the years ended December 31, 2024, 2023, and 2022, respectively.

The following table summarizes the Company’s reportable segment revenues and significant expenses, reconciled to the Company’s consolidated net income (loss):

Year Ended December 31,

2024 2023 2022

(In thousands)

Purchase price transferred:

Base purchase price $ 177,000 $ 100,000 $ 82,000

Closing cash 465 6,569 237

Net working capital adjustment 1,654 ( 7,357 ) 147

Assumed indebtedness ( 653 ) ( 1,973 ) ( 15 )

Total purchase price transferred $ 178,466 $ 97,239 $ 82,369

FDS Amplicare (1)

ReCept (2) (3)

MarkeTouch Media (4)

Fair value of assets acquired and liabilities assumed:

Cash and cash equivalents $ 465 $ — $ 237

Accounts receivable and unbilled receivables 5,330 2,383 2,302

Prepaid expenses 506 192 96

Other current assets 45 12,223 —

Total current assets 6,346 14,798 2,635

Property and equipment 444 172 177

Operating lease right-of-use assets 2,252 773 602

Goodwill 117,784 77,644 42,273

Intangible assets 70,000 28,100 38,000

Other long-term assets 51 195 2,850

Total assets 196,877 121,682 86,537

Accounts payable 950 219 473

Accrued compensation 1,312 1,756 —

Accrued liabilities 1,497 18,249 292

Deferred revenues 1,916 222 347

Long-term deferred tax liabilities 11,686 3,383 —

Long-term operating lease liabilities 920 614 206

Other long-term liabilities 130 — 2,850

Total liabilities 18,411 24,443 4,168

Total purchase price $ 178,466 $ 97,239 $ 82,369

Total purchase price, net of cash acquired $ 178,001 $ 90,670 $ 82,132

Total revenues $ 1,112,238 $ 1,147,112 $ 1,295,947

Adjusted cost of revenues ( 620,834 ) ( 627,730 ) ( 675,451 )

Adjusted operating expenses ( 413,280 ) ( 437,857 ) ( 479,778 )

Other segment items (1)

( 77,787 ) ( 116,393 ) ( 143,041 )

(1) During the year ended December 31, 2021, the Company recorded measurement period adjustments of $ 1.5 million to goodwill, consisting of an increase in intangible assets, accounts receivable and unbilled receivables, and long-term deferred tax liabilities of $ 0.4 million, $ 1.1 million, and $ 0.1 million, respectively, and a net working capital adjustment of $ 0.1 million.

During the year ended December 31, 2022, the Company recorded a measurement period adjustments of $ 0.4 million to goodwill, consisting of an increase in long-term deferred tax liabilities and accrued liabilities of $ 0.3 million and $ 0.1 million, respectively.

(2) Closing cash is included in other current assets due to its restrictive nature as cash held for customers.

(3) During the year ended December 31, 2022, the Company recorded measurement period adjustments of $ 3.9 million to goodwill, consisting of a purchase price adjustment of $ 5.2 million, a decrease in long-term deferred tax liabilities of $ 0.2 million and a decrease in accrued liabilities of $ 0.3 million, partially offset by a decrease to other current assets of $ 1.7 million.

(4) During the year ended December 31, 2022, the Company recorded a measurement period adjustment of $ 0.3 million to goodwill related to a purchase price adjustment.

The $ 117.8 million of goodwill arising from the FDS Amplicare acquisition is primarily attributed to future sales of SaaS solutions and FDS Amplicare’s assembled workforce.

The $ 77.6 million of goodwill arising from the ReCept acquisition is primarily attributed to future sales of its offerings and services and ReCept’s assembled workforce.

None of the FDS Amplicare and ReCept goodwill is expected to be deductible for tax purposes as these acquisitions were treated as stock acquisitions for U.S.

tax purposes.

The $ 42.3 million of goodwill arising from the MarkeTouch Media acquisition is primarily attributed to future sales of SaaS solutions and MarkeTouch Media’s assembled workforce.

The full amount of the MarkeTouch Media goodwill is expected to be deductible for tax purposes as this acquisition was treated as an asset acquisition for U.S.

tax purposes.

The identifiable intangible assets acquired and their estimated useful lives for amortization are as follows:

FDS Amplicare (1)

ReCept MarkeTouch Media

Fair value Useful life

(years) Fair value Useful life

(In thousands, except for years)

Customer relationships $ 59,900 23 $ 28,100 23 $ 34,100 26

Acquired technology 7,700 5 - 7

Backlog — — — — 1,800 2

Trade names 2,400 5 — — — —

Total purchased intangible assets $ 70,000 $ 28,100 $ 38,000

Interest and other income (expense), net 25,256 14,760 ( 130 )

Provision for (benefit from) income taxes 13,062 263 ( 8,101 )

Net Income (loss) $ 12,531 $ ( 20,371 ) $ 5,648

_________________________________________________

(1) During the year ended December 31, 2021, the Company recorded a measurement period adjustment of $ 0.4 million in customer relationships.

The customer relationships intangible assets represent the fair values of the underlying relationships and agreements with each acquired company’s customers.

The acquired technology intangible assets represent the fair values of the portfolio of SaaS solutions that have reached technological feasibility and were part of the respective acquired company’s offerings at their respective acquisition dates.

The backlog intangible asset represents contractually committed future billings associated with MarkeTouch Media customer contracts.

The trade names intangible asset represents the fair value of brand and name recognition associated with the marketing of certain FDS Amplicare SaaS solutions.

The fair values of the customer relationships and backlog intangible assets were determined based on the excess earnings method, and the fair values of the acquired technology and trade names intangible assets were determined based on the relief-from-royalty method.

The key assumptions used in estimating the fair values of intangible assets included forecasted financial information;

customer attrition rates;

royalty rate of 10.0 % for the acquired technology intangible assets for both FDS Amplicare and MarkeTouch Media;

royalty rate of 2.0 % for the FDS Amplicare trade names intangible asset;

discount rate of 13.0 % for the FDS Amplicare acquisition;

discount rate of 15.0 % for the ReCept acquisition;

discount rate of 11.5 % for the MarkeTouch Media acquisition;

and certain other assumptions.

The customer relationships and acquired technology intangible assets are being amortized using a double-declining method of amortization as such method better represents the economic benefits to be obtained.

The backlog and trade names intangible assets are being amortized over their respective estimated useful lives using the straight-line method of amortization.

Pro Forma Financial Information

The following table presents certain unaudited pro forma consolidated financial information for the year ended December 31, 2021 as if the FDS Amplicare, ReCept, and MarkeTouch Media acquisitions had been completed on January 1, 2020.

The pro forma effects of the Hub and Spoke Innovations acquisition were not material to the Company’s consolidated results of operations.

The unaudited pro forma financial information is presented for informational purposes only, and is not indicative of what would have occurred had the acquisitions taken place on those respective dates.

The unaudited pro forma financial information combines the historical results of the acquisitions with the Company’s consolidated historical results and includes certain adjustments including, but not limited to, amortization and depreciation of intangible assets and property and equipment acquired;

imputed interest, interest expense, and amortization of debt issuance costs related to acquisitions, as applicable;

and certain acquisition-related costs incurred.

Year Ended December 31,

(In thousands)

Pro forma revenues $ 1,195,473

Pro forma net income $ 79,981

(1) Other segment items include certain non-cash charges and expenses that are unrelated to the Company’s ongoing operations.

Such charges and expenses consist of items such as share-based compensation, amortization of acquired intangible assets, and certain restructuring, impairment and severance charges.

Disaggregation of Revenues

The following table summarizes the Company’s revenues disaggregated by revenue type for the years ended December 31, 2023, 2022, and 2021:

The following table summarizes the Company’s revenues disaggregated by revenue type:

Year Ended December 31,

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Technical services 238,211 225,831 206,687

Advanced Services

SaaS and Expert Services

243,520 212,720 186,038

Total revenues $ 1,112,238 $ 1,147,112 $ 1,295,947

The following table summarizes the Company’s revenues disaggregated by geographic region, which is determined based on customer location, for the years ended December 31, 2023, 2022, and 2021:

The following table summarizes the Company’s revenues disaggregated by geographic region, which is determined based on customer location:

Year Ended December 31,

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Rest of world 99,865 135,732 127,745

135,732 127,745 111,230

Total revenues $ 1,112,238 $ 1,147,112 $ 1,295,947

_________________________________________________

(1) No individual country represented more than 10% of total revenues.

Contract Assets and Contract Liabilities

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Long-term unbilled receivables, net (2)

11,850 14,744

Total contract assets $ 40,790 $ 34,374

Short-term deferred revenues, net

Short-term deferred revenues

$ 141,370 $ 121,734

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(2) Included in other long-term assets in the Consolidated Balance Sheets.

Short-term deferred revenues, net of $ 121.7 million and $ 118.9 million include deferred revenues from product sales and service contracts, net of deferred cost of sales of $ 12.4 million and $ 15.8 million, as of December 31, 2023 and 2022, respectively.

Short-term deferred revenues of $ 121.7 million as of December 31, 2023 include deferred revenues from product sales and service contracts, net of deferred cost of sales of $ 12.4 million.

During the year ended December 31, 2024, the Company recognized revenues of $ 116.9 million that were included in the corresponding gross short-term deferred revenues balance of $ 134.1 million as of December 31, 2023.

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There were no customers that accounted for more than 10% of the Company’s total revenues for the years ended December 31, 2024, 2023, and 2022.

Also, there were no customers that accounted for more than 10% of the Company’s accounts receivable balance as of December 31, 2023 and 2022.

Also, there were no customers that accounted for more than 10% of the Company’s accounts receivable and unbilled receivables balance as of December 31, 2024 and 2023.

Net Income (Loss) Per Share

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Potential common stock includes the effect of outstanding dilutive stock options, restricted stock awards, and restricted stock units, as well as shares the Company could be obligated to issue from its convertible senior notes and warrants, as described in Note 11, Convertible Senior Notes .

For periods prior to the adoption of ASU 2020-06 on January 1, 2022, the Company applied the treasury stock method to calculate the dilutive impact of the convertible senior notes.

Upon adoption of ASU 2020-06, effective January 1, 2022, the Company applies the if-converted method for calculating the dilutive impact of the convertible senior notes.

Following the Company’s irrevocable election in December 2021 to settle the principal portion of the convertible senior notes in cash with any conversion consideration in excess of the principal portion in cash and/or shares of the Company’s common stock at the Company’s option upon conversion, only the amounts expected to be settled in excess of the principal portion are considered dilutive in calculating earnings per share under the if-converted method.

In the event of the conversion of the Company’s convertible senior notes, the principal portion will be settled in cash with any conversion consideration in excess of the principal portion settled in cash and/or shares of the Company’s common stock at the Company’s option, therefore, only the amounts expected to be settled in excess of the principal portion are considered dilutive in calculating earnings per share under the if-converted method.

Any anti-dilutive weighted-average dilutive shares related to stock award plans, convertible senior notes, and warrants are excluded from the computation of the diluted net income per share.

The basic and diluted net income (loss) per share calculations for the years ended December 31, 2023, 2022, and 2021 were as follows:

The basic and diluted net income (loss) per share calculations were as follows:

Year Ended December 31,

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Effect of convertible senior notes — — 474

Effect of warrants — — 288

Weighted-average shares outstanding – diluted 46,255 45,212 45,891

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The Company’s convertible senior notes are classified within Level 2 as the valuation inputs are based on quoted prices in an inactive market on the last day in the reporting period.

As of December 31, 2023 and 2022, the fair value of the convertible senior notes was $ 527.2 million and $ 501.4 million, respectively, compared to their carrying values of $ 569.7 million and $ 566.6 million, respectively, which are net of unamortized debt issuance costs.

Refer to Note 10, Debt and Credit Agreement , for further information regarding the Company’s credit facility and Note 11, Convertible Senior Notes , for further information regarding the Company’s convertible senior notes.

The following table summarizes the carrying amounts, net of unamortized debt issuance costs, and fair values of the convertible senior notes:

As of December 31,

(In thousands)

Net carrying amount:

2025 Notes 174,324 569,662

2029 Notes 166,397 —

Total net carrying amount $ 340,721 $ 569,662

2025 Notes $ 167,129 $ 527,206

2029 Notes 181,320 —

Total fair value $ 348,449 $ 527,206

Balance Sheet Components

Balance sheet details as of December 31, 2023 and 2022 are presented in the tables below:

Balance sheet details are presented in the tables below:

(In thousands)

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(1) Includes restricted cash of $ 29.4 million and $ 33.0 million as of December 31, 2024 and 2023, respectively.

The following table summarizes the changes in accumulated balances of other comprehensive income (loss), which consisted of foreign currency translation adjustments, for the years ended December 31, 2023 and 2022:

(2) Includes deferred cost of sales of $ 8.7 million as of December 31, 2024.

The following table summarizes the changes in accumulated balances of other comprehensive income (loss), which consisted of foreign currency translation adjustments:

(In thousands)

Balance as of December 31, 2022 $ ( 17,087 )

Other comprehensive loss ( 8,680 )

Balance as of December 31, 2022 ( 17,087 )

Other comprehensive income 3,655

Balance as of December 31, 2023 ( 13,432 )

Other comprehensive loss ( 3,763 )

Balance as of December 31, 2024 $ ( 17,195 )

Property and Equipment

The following table represents the property and equipment balances as of December 31, 2023 and 2022:

The following table represents the property and equipment balances:

(In thousands)

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The geographic location of the Company’s property and equipment, net, is based on the physical location in which it is located.

The following table summarizes the geographic information for property and equipment, net, as of December 31, 2023 and 2022:

The following table summarizes the geographic information for property and equipment, net:

(In thousands)

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Total property and equipment, net $ 112,692 $ 108,601

_________________________________________________

(1) No individual country represented more than 10% of total property and equipment, net.

External-Use Software Development Costs

The carrying amounts of external-use software development costs as of December 31, 2023 and 2022 were as follows:

The carrying amounts of external-use software development costs were as follows:

(In thousands)

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(1) Included in other long-term assets in the Consolidated Balance Sheets.

The Company recorded $ 28.7 million, $ 29.0 million, and $ 26.4 million to cost of revenues for amortization of external-use software development costs for the years ended December 31, 2023, 2022, and 2021, respectively.

The Company recorded $ 24.9 million, $ 28.7 million, and $ 29.0 million to cost of product revenues for amortization of external-use software development costs for the years ended December 31, 2024, 2023, and 2022, respectively.

The estimated future amortization expenses for external-use software development costs were as follows:

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Balance as of December 31, 2022 $ 734,274

Additions (1)

Measurement period adjustments (1)

Foreign currency exchange rate fluctuations 1,536

2 unchanged sentences

Balance as of December 31, 2024 $ 734,727

_________________________________________________

(1) Refer to Note 2, Business Combinations , for further information.

Intangible Assets, Net

The carrying amounts and useful lives of intangible assets as of December 31, 2023 and 2022 were as follows:

The carrying amounts and useful lives of intangible assets were as follows:

December 31, 2024

Gross carrying

amount Accumulated

amortization Foreign currency exchange

4 unchanged sentences

Acquired technology 46,134 ( 32,421 ) — 13,713 4 - 20

Backlog 1,800 ( 1,800 ) — — 2

Trade names 2,400 ( 1,580 ) — 820 5

Patents 2,291 ( 1,492 ) — 799 2 - 20

Total intangibles assets, net $ 405,698 $ ( 193,199 ) $ ( 1,326 ) $ 211,173

Total intangible assets, net $ 358,243 $ ( 168,604 ) $ ( 1,373 ) $ 188,266

_________________________________________________

(1) The differences in gross carrying amounts between periods are primarily due to the write-off of certain fully amortized intangible assets.

December 31, 2023

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Patents 2,404 ( 1,454 ) — 950 2 - 20

Non-compete agreements 600 ( 450 ) — 150 3

Total intangibles assets, net $ 417,185 $ ( 172,765 ) $ ( 1,514 ) $ 242,906

Total intangible assets, net $ 405,698 $ ( 193,199 ) $ ( 1,326 ) $ 211,173

Amortization expense of intangible assets was $ 22.8 million, $ 31.6 million, and $ 35.2 million for the years ended December 31, 2024, 2023, and 2022, respectively.

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Debt and Credit Agreement

On November 15, 2019, the Company entered into an Amended and Restated Credit Agreement (as amended, the “Prior A&R Credit Agreement”) with the lenders from time to time party thereto, Wells Fargo Securities, LLC, Citizens Bank, N.A., and JPMorgan Chase Bank, N.A., as joint lead arrangers, and Wells Fargo Bank, National Association, as administrative agent.

The Prior A&R Credit Agreement provided for (a) a five-year revolving credit facility of $ 500.0 million (the “Prior Revolving Credit Facility”) and (b) an uncommitted incremental loan facility of up to $ 250.0 million (the “Prior Incremental

On November 15, 2019, Omnicell, Inc.

entered into an Amended and Restated Credit Agreement (as amended, the “Prior A&R Credit Agreement”) with the lenders from time to time party thereto, Wells Fargo Securities, LLC, Citizens Bank, N.A., and JPMorgan Chase Bank, N.A., as joint lead arrangers, and Wells Fargo Bank, National Association, as administrative agent.

As referred to herein, “Omnicell, Inc.” refers only to Omnicell, Inc., excluding its subsidiaries.

In addition, the Prior A&R Credit Agreement included a letter of credit sub-limit of up to $ 15.0 million and a swing line loan sub-limit of up to $ 25.0 million.

The Prior A&R Credit Agreement had an expiration date of November 15, 2024, upon which date all remaining outstanding borrowings would be due and payable.

On September 22, 2020 and March 29, 2023, the Company entered into amendments to the Prior A&R Credit Agreement to, among other changes, permit the issuance of the convertible senior notes and the purchase of the convertible note hedge transactions, as described in Note 11, Convertible Senior Notes , expand the Company’s flexibility to repurchase its common stock and make other restricted payments, and replace the total net leverage covenant with a new secured net leverage covenant that requires the Company to maintain a consolidated secured net leverage ratio not to exceed 3.50 :1 for the calendar quarters ending September 30, 2020, December 31, 2020, and March 31, 2021 and 3.00 :1 for the calendar quarters ending thereafter, as well as to remove and replace the interest rate benchmark based on the London interbank offered rate (“LIBOR”) and related LIBOR-based mechanics applicable to borrowings under the A&R Credit Agreement with an interest rate benchmark based on the secured overnight financing rate (“SOFR”) as administered by the Federal Reserve Bank of New York and related SOFR-based mechanics.

Subsequent to the March 29, 2023 amendment, loans under the Prior Revolving Credit Facility bore interest, at the Company’s option, at a rate equal to either (a) the Adjusted Term SOFR (as defined in the Prior A&R Credit Agreement), plus an applicable margin ranging from 1.25 % to 2.00 % per annum based on the Company’s Consolidated Total Net Leverage Ratio (as defined in the Prior A&R Credit Agreement), or (b) an alternate base rate equal to the highest of (i) the prime rate, (ii) the federal funds rate plus 0.50 %, and (iii) the Adjusted Term SOFR for a one month tenor plus 1.00 %, plus an applicable margin ranging from 0.25 % to 1.00 % per annum based on the Company’s Consolidated Total Net Leverage Ratio.

Undrawn commitments under the Prior Revolving Credit Facility were subject to a commitment fee ranging from 0.15 % to 0.30 % per annum based on the Company’s Consolidated Total Net Leverage Ratio on the average daily unused portion of the Prior Revolving Credit Facility.

The applicable margin for, and certain other terms of, any term loans under the Prior Incremental Facility would be determined prior to the incurrence of such loans.

The Company was permitted to make voluntary prepayments at any time without payment of a premium or penalty.

The Prior A&R Credit Agreement contained customary representations and warranties and customary affirmative and negative covenants applicable to the Company and its subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, dividends, and other distributions.

The Prior A&R Credit Agreement also contained financial covenants that required the Company and its subsidiaries to not exceed a maximum total secured net leverage ratio (as described above) and maintain a minimum interest coverage ratio.

In addition, the Prior A&R Credit Agreement contained certain customary events of default including, but not limited to, failure to pay interest, principal, and fees, or other amounts when due, material misrepresentations or misstatements in any representation or warranty, covenant defaults, certain cross defaults to other material indebtedness, certain judgment defaults, and events of bankruptcy.

The Company entered into a Second Amended and Restated Credit Agreement (the “Second A&R Credit Agreement”) on October 10, 2023, with the lenders from time to time party thereto, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., PNC Capital Markets LLC and TD Securities (USA) LLC as joint lead arrangers and Wells Fargo Bank, National Association, as administrative agent.

The Second A&R Credit Agreement supersedes the Prior A&R Credit Agreement and provides for (a) a five-year revolving credit facility of $ 350.0 million (the “Current Revolving Credit Facility”) and (b) an uncommitted incremental loan facility of up to an amount equal to the sum of (i) the greater of $ 250.0 million or 100 % of the adjusted consolidated EBITDA for the last four quarters and (ii) additional amounts subject to pro forma compliance with certain consolidated secured net leverage ratio (the “Current Incremental Facility”).

The Prior A&R Credit Agreement was subsequently amended on September 22, 2020 and March 29, 2023, to permit the issuance of the convertible senior notes and the purchase of the convertible note hedge transactions (as described in Note 11, Convertible Senior Notes ), expand the Company’s flexibility to make restricted payments (including common stock repurchases), and replace the total net leverage covenant, as well as to remove and replace the interest rate benchmark based on the London interbank offered rate (“LIBOR”) and related LIBOR-based mechanics with an interest rate benchmark based on the secured overnight financing rate (“SOFR”) as administered by the Federal Reserve Bank of New York and related SOFR-based mechanics.

Omnicell, Inc.

entered into a Second Amended and Restated Credit Agreement (the “Second A&R Credit Agreement”) on October 10, 2023, with the lenders from time to time party thereto, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., PNC Capital Markets LLC and TD Securities (USA) LLC as joint lead arrangers and Wells Fargo Bank, National Association, as administrative agent.

The Second A&R Credit Agreement supersedes the Prior A&R Credit Agreement and provides for (a) a five-year revolving credit facility of $ 350.0 million (the “Current Revolving Credit Facility”) and (b) an uncommitted incremental loan facility of up to an amount equal to the sum of (i) the greater of $ 250.0 million and 100 % of the adjusted consolidated EBITDA for the last four quarters and (ii) additional amounts subject to pro forma compliance with certain consolidated secured net leverage ratio (the “Current Incremental Facility”).

In addition, the Second A&R Credit Agreement includes a letter of credit sub-limit of up to $ 15.0 million and a swing line loan sub-limit of up to $ 25.0 million.

The Second A&R Credit Agreement has an expiration date of October 10, 2028, subject to acceleration under certain conditions, upon which date all remaining outstanding borrowings will be due and payable.

Loans under the Current Revolving Credit Facility bear interest, at the Company’s option, at a rate equal to either (a) the Adjusted Term SOFR (as defined in the Second A&R Credit Agreement), plus an applicable margin ranging from 1.50 % to 2.25 % per annum based on the Company’s Consolidated Total Net Leverage Ratio (as defined in the Second A&R Credit Agreement), or (b) an alternate base rate equal to the highest of (i) the prime rate, (ii) the federal funds rate plus 0.50 %, and (iii) the Adjusted Term SOFR for an interest period of one month plus 1.00 %, plus an applicable margin ranging from 0.50 % to 1.25 % per annum based on the Company’s Consolidated Total Net Leverage Ratio.

Loans under the Current Revolving Credit Facility bear interest, at Omnicell, Inc.’s option, at a rate equal to either (a) the Adjusted Term SOFR (as defined in the Second A&R Credit Agreement), plus an applicable margin ranging from 1.50 % to 2.25 % per annum based on the Company’s Consolidated Total Net Leverage Ratio (as defined in the Second A&R Credit Agreement), or (b) an alternate base rate equal to the highest of (i) the prime rate, (ii) the federal funds rate plus 0.50 %, and (iii) the Adjusted Term SOFR for an interest period of one month plus 1.00 %, plus an applicable margin ranging from 0.50 % to 1.25 % per annum based on the Company’s Consolidated Total Net Leverage Ratio.

Undrawn commitments under the Current Revolving Credit Facility are subject to a commitment fee ranging from 0.20 % to 0.35 % per annum based on the Company’s Consolidated Total Net Leverage Ratio on the average daily unused portion of the Current Revolving Credit Facility.

Subject to the terms and conditions of the Current Revolving Credit Facility or Current Incremental Facility the Company is permitted to make voluntary prepayments at any time without payment of a premium or penalty.

Subject to the terms and conditions of the Current Revolving Credit Facility or Current Incremental Facility Omnicell, Inc.

is permitted to make voluntary prepayments at any time without payment of a premium or penalty.

The availability of funds under the Current Revolving Credit Facility may be subject to reduction in order to maintain compliance with the financial covenants under the Second A&R Credit Agreement.

The Second A&R Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company and its subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, dividends, and other distributions.

The Second A&R Credit Agreement contains financial covenants that require the Company and its subsidiaries to not exceed a maximum consolidated secured net leverage ratio (not to exceed 3.00 :1) and maintain a minimum consolidated interest coverage ratio (not to be less than 3.00 :1).

The Second A&R Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, dividends, and other distributions.

The Second A&R Credit Agreement contains financial covenants that require the Company to not exceed a maximum consolidated secured net leverage ratio (not to exceed 3.00 :1) and maintain a minimum consolidated interest coverage ratio (not to be less than 3.00 :1).

In addition, the Second A&R Credit Agreement contains certain customary events of default including, but not limited to, failure to pay interest, principal, and fees, or other amounts when due, material misrepresentations or misstatements in any representation or warranty, covenant defaults, certain cross defaults to other material indebtedness, certain judgment defaults, and events of bankruptcy.

The Company’s obligations under the Second A&R Credit Agreement and, at the election of the Company and the contracting counterparty, any secured swap obligations and banking services obligations owing to a lender (or an affiliate of a lender) are guaranteed by certain of its domestic subsidiaries and secured by substantially all of its and such subsidiary guarantors’ assets.

In connection with entering into the Second A&R Credit Agreement, and as a condition precedent to borrowing loans thereunder, the Company and certain of the Company’s other direct and indirect subsidiaries have entered into certain ancillary agreements, including, but not limited to, a reaffirmation agreement, which amends certain terms of the existing collateral agreement and reaffirms their obligations under the existing guaranty agreement.

The refinancing of the Prior Credit Agreement was evaluated in accordance with ASC 470-50, Debt - Modifications and Extinguishments.

Omnicell, Inc.’s obligations under the Second A&R Credit Agreement and, at the election of Omnicell, Inc.

and the contracting counterparty, any secured swap obligations and banking services obligations owing to a lender (or an affiliate of a lender) are guaranteed by certain of its domestic subsidiaries and secured by substantially all of its and such subsidiary guarantors’ assets.

In connection with entering into the Second A&R Credit Agreement, and as a condition precedent to borrowing loans thereunder, Omnicell, Inc.

and certain of Omnicell, Inc.’s other direct and indirect subsidiaries have entered into certain ancillary agreements, including, but not limited to, a reaffirmation agreement, which amends certain terms of the existing collateral agreement and reaffirms their obligations under the existing guaranty agreement.

The refinancing of the Prior Credit Agreement on October 10, 2023 was evaluated in accordance with ASC 470-50, Debt - Modifications and Extinguishments.

In determining whether the refinancing was to be accounted for as a debt extinguishment or a debt modification, the Company considered whether lenders within the syndicate remained the same or changed and whether the changes in debt terms were substantial.

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The remaining unamortized debt issuance costs related to debt modification, along with the new deferred costs, will be amortized over the remaining term of the Second A&R Credit Agreement.

In connection with the Second A&R Credit Agreement, the Company incurred and capitalized an additional $ 3.0 million of debt issuance costs.

The debt issuance costs are being amortized to interest expense using the straight-line method through 2028.

As of December 31, 2023, the Company had $ 350.0 million of funds available under the Current Revolving Credit Facility and as of December 31, 2022, the Company had $ 500.0 million of funds available under the Prior Revolving Credit Facility.

The Company incurred and capitalized an additional $ 3.0 million of debt issuance costs, which are being amortized to interest expense using the straight-line method through 2028.

On November 18, 2024, Omnicell, Inc., as borrower, entered into a First Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) with the lenders party thereto from time to time, and Wells Fargo Bank, National Association, as administrative agent for the lenders.

Pursuant to the Amendment, effective as of November 19, 2025, the springing maturity for the revolving credit facility that is tied to the outstanding principal amount of Omnicell, Inc.’s existing 0.25 % Convertible Senior Notes due 2025 (the “2025 Notes”) will apply only if more than $ 200 million in the aggregate principal amount of Omnicell, Inc.’s 2025 Notes remain outstanding as of 91 days prior to the maturity date of the 2025 Notes.

As of both December 31, 2024 and December 31, 2023, the Company had $ 350.0 million of funds available under the Current Revolving Credit Facility.

As of December 31, 2024 and 2023, the Company had no outstanding balance under the Prior or Current Revolving Credit Facility.

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0.25 % Convertible Senior Notes due 2025

On September 25, 2020, the Company completed a private offering of $ 575.0 million aggregate principal amount of 0.25 % convertible senior notes (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $ 75.0 million principal amount of the Notes.

The Company received proceeds from the issuance of the Notes of $ 559.7 million, net of $ 15.3 million of transaction fees and other debt issuance costs.

The Notes bear interest at a rate of 0.25 % per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2021.

The Notes were issued pursuant to an indenture, dated September 25, 2020 (the “Indenture”), between the Company and U.S.

On September 25, 2020, Omnicell, Inc.

completed a private offering of $ 575.0 million aggregate principal amount of 0.25 % convertible senior notes (the “2025 Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $ 75.0 million principal amount of the 2025 Notes.

As referred to herein, “Omnicell, Inc.” or the “Company” refers only to Omnicell, Inc., excluding its subsidiaries.

Omnicell, Inc.

received proceeds from the issuance of the 2025 Notes of $ 559.7 million, net of $ 15.3 million of transaction fees and other debt issuance costs.

The 2025 Notes bear interest at a rate

of 0.25 % per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2021.

The 2025 Notes were issued pursuant to an indenture, dated September 25, 2020 (the “2025 Notes Indenture”), between the Company and U.S.

Bank National Association, as trustee.

The 2025 Notes are general senior, unsecured obligations of the Company and will mature on September 15, 2025, unless earlier redeemed, repurchased, or converted.

The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding May 15, 2025, only under the following circumstances:

The 2025 Notes are convertible at any time prior to the close of business on the business day immediately preceding May 15, 2025, only under the following circumstances:

(i) during any fiscal quarter commencing after the fiscal quarter ended on December 31, 2020 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price for the 2025 Notes on each applicable trading day;

(ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate for the Notes on each such trading day;

(ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the 2025 Notes Indenture) per $1,000 principal amount of the 2025 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate for the 2025 Notes on each such trading day;

(iii) if the Company calls such 2025 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the 2025 Notes called (or deemed called) for redemption;

and (iv) upon the occurrence of specified corporate events, as specified in the Indenture.

On or after May 15, 2025 until the close of business on

the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time, regardless of the foregoing conditions.

or (iv) upon the occurrence of specified corporate events, as specified in the 2025 Notes Indenture.

On or after May 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2025 Notes may convert all or any portion of their 2025 Notes at any time, regardless of the foregoing conditions.

During the three months ended December 31, 2024 and 2023, none of the conditional conversion features of the 2025 Notes were triggered, and therefore, the 2025 Notes are not convertible during the first quarter of 2025, commencing on January 1, 2025, and were not convertible during the first quarter of 2024, commencing on January 1, 2024.

Accordingly, the Company classified the Notes as a long-term liability in its Consolidated Financial Statements as of December 31, 2023 and 2022.

Whether the Notes will be convertible following the first fiscal quarter of 2024 will depend on the satisfaction of the conversion conditions in the future.

Under the original terms of the Indenture, upon conversion, the Company could satisfy its conversion obligation by paying or delivering cash, shares of its common stock, or a combination thereof, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture.

Accordingly, the Company classified the 2025 Notes as a long-term liability in its Consolidated Financial Statements as of December 31, 2023.

As the 2025 Notes will mature on September 15, 2025, the Company classified the 2025 Notes as a current liability in its Consolidated Financial Statements as of December 31, 2024.

Under the original terms of the 2025 Notes Indenture, upon conversion, the Company could satisfy its conversion obligation by paying or delivering cash, shares of its common stock, or a combination thereof, at the Company’s election, in the manner and subject to the terms and conditions provided in the 2025 Notes Indenture.

On December 13, 2021, the Company irrevocably elected to fix its settlement method to a combination of cash and shares of the Company’s common stock with the specified cash amount per $1,000 principal amount of 2025 Notes of at least $ 1,000 .

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In addition, the Company continues to have the ability to set the specified cash amount per $1,000 principal amount of 2025 Notes above $ 1,000 .

The initial conversion rate for the Notes is 10.2751 shares of the Company’s common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $ 97.32 per share of the Company’s common stock, subject to adjustment under certain circumstances in accordance with the terms of the Indenture.

In addition, following certain corporate events that could occur prior to the maturity date of the Notes or if the Company delivers a notice of redemption in respect of the Notes, the Company will, under certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes (or any portion thereof) in connection with such a corporate event or convert its Notes called (or deemed called) for redemption during the related redemption period (as defined in the Indenture), as the case may be.

The initial conversion rate for the 2025 Notes is 10.2751 shares of the Company’s common stock per $1,000 principal amount of 2025 Notes, which is equivalent to an initial conversion price of approximately $ 97.32 per share of the Company’s common stock, subject to adjustment under certain circumstances in accordance with the terms of the 2025 Notes Indenture.

In addition, following certain corporate events that could occur prior to the maturity date of the 2025 Notes or if the Company delivers a notice of redemption in respect of the 2025 Notes, the Company will, under certain circumstances, increase the conversion rate of the 2025 Notes for a holder who elects to convert its 2025 Notes (or any portion thereof) in connection with such a corporate event or convert its 2025 Notes called (or deemed called) for redemption during the related redemption period (as defined in the 2025 Notes Indenture), as the case may be.

If the Company undergoes a fundamental change, holders may require, subject to certain exceptions, the Company to repurchase for cash all or any portion of their 2025 Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

As of December 31, 2024, none of the criteria for a fundamental change or a conversion rate adjustment had been met.

As of September 20, 2023, the Company may redeem for cash all or any portion of the Notes, at its option, if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

If the Company redeems less than all of the outstanding Notes, at least $ 150.0 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of the date of the relevant notice of redemption.

As of December 31, 2024, the Company may redeem for cash all or any portion of the 2025 Notes, at its option, if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price for the 2025 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

If the Company redeems less than all of the outstanding 2025 Notes, at least $ 150.0 million aggregate principal amount of the 2025 Notes must be outstanding and not subject to redemption as of the date of the relevant notice of redemption.

No sinking fund is provided for in the 2025 Notes.

Partial Repurchase of the 2025 Notes

In November 2024, the Company entered into separate, privately negotiated transactions with certain holders of the 2025 Notes to repurchase $ 400.0 million of aggregate principal amount of the 2025 Notes for approximately $ 391.0 million of cash.

The Company accounted for the partial repurchase of 2025 Notes as a debt extinguishment and recorded a $ 7.2 million gain on extinguishment, which included a partial write-off of previously deferred debt issuance costs of $ 1.8 million, which is included within interest and other income (expense), net in the Consolidated Statements of Operations.

The debt issuance costs associated with the remaining 2025 Notes are being amortized to interest expense over the term of the 2025 Notes using an effective interest rate of 0.80 %.

As of December 31, 2024, the remaining life of the 2025 Notes and the related issuance cost accretion is approximately 0.7 years.

Following the partial repurchase of the 2025 Notes, the maximum number of shares issuable upon conversion, including the effect of a fundamental change and subject to other conversion rate adjustments, would be 1.8 million shares.

As of December 31, 2024, the if-converted value of the 2025 Notes did not exceed the principal amount.

1.00 % Convertible Senior Notes due 2029

On November 22, 2024, Omnicell, Inc.

completed a private offering of $ 172.5 million aggregate principal amount of 1.00 % Convertible Senior Notes due 2029 (the “2029 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 2029 Notes.

Omnicell, Inc.

received proceeds from the issuance of the 2029 Notes of $ 166.3 million, net of $ 6.2 million of transaction fees and other debt issuance costs.

The 2029 Notes bear interest at a rate of 1.00 % per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2025.

The 2029 Notes were issued pursuant to an indenture, dated November 22, 2024 (the “2029 Notes Indenture”), between the Company and U.S.

Bank Trust Company, National Association, as trustee.

The 2029 Notes are general senior, unsecured obligations of the Company and will mature on December 1, 2029, unless earlier redeemed, purchased, or converted.

The 2029 Notes are convertible at any time prior to the close of business on the business day immediately preceding August 1, 2029, only under the following circumstances:

(i) during any fiscal quarter commencing after the fiscal quarter ending on March 31, 2025 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price for the 2029 Notes on each applicable trading day;

(ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the 2029 Notes Indenture) per $1,000 principal amount of the 2029 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate for the 2029 Notes on each such trading day;

(iii) if the Company calls such 2029 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the 2029 Notes called (or deemed called) for redemption;

or (iv) upon the occurrence of specified corporate events as set forth in the 2029 Notes Indenture.

On or after August 1, 2029 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2029 Notes may convert all or any portion of their 2029 Notes at any time, regardless of the foregoing conditions.

During the year ended December 31, 2024, none of the conditional conversion features of the 2029 Notes were triggered, and therefore, the 2029 Notes are not convertible during the first quarter of 2025.

Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2029 Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, in respect to the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted, in the manner and subject to the terms and conditions provided in the 2029 Notes Indenture.

The initial conversion rate for the 2029 Notes is 17.4662 shares of the Company’s common stock per $1,000 principal amount of the 2029 Notes, which is equivalent to an initial conversion price of approximately $ 57.25 per share of the Company’s common stock, subject to adjustment under certain circumstances in accordance with the terms of the 2029 Notes Indenture.

In addition, following certain corporate events that occur prior to the maturity date of the 2029 Notes or if the Company delivers a notice of redemption in respect of the 2029 Notes, the Company will, under certain circumstances, increase the conversion rate of the 2029 Notes for a holder who elects to convert its 2029 Notes (or any portion thereof) in connection with such a corporate event or convert its 2029 Notes called (or deemed called) for redemption during the related redemption period (as defined in the 2029 Notes Indenture), as the case may be.

If the Company undergoes a fundamental change (as defined in the 2029 Notes Indenture), holders may require, subject to certain exceptions, the Company to repurchase for cash all or any portion of their 2029 Notes at a fundamental

change repurchase price equal to 100 % of the principal amount of the 2029 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

As of December 31, 2024, none of the criteria for a fundamental change or a conversion rate adjustment had been met.

The Company may not redeem the 2029 Notes prior to December 6, 2027.

The Company may redeem for cash all or any portion of the 2029 Notes, at its option, on or after December 6, 2027, if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price for the 2029 Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The Company may not redeem less than all of the outstanding 2029 Notes unless at least $ 100.0 million aggregate principal amount of 2029 Notes are outstanding and not called for redemption as of the time the Company sends the related notice of redemption.

No sinking fund is provided for in the 2029 Notes.

The debt issuance costs associated with the 2029 Notes are being amortized to interest expense over the term of the 2029 Notes using an effective interest rate of 1.75 %.

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As of December 31, 2024, the if-converted value of the 2029 Notes did not exceed the principal amount.

The Notes consisted of the following balances reported in the Consolidated Balance Sheets as of December 31, 2023 and 2022:

The 2025 Notes and the 2029 Notes consisted of the following balances:

(In thousands)

Principal amount $ 175,000 $ 575,000

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Convertible senior notes, net (1)

The following table summarizes the components of interest expense resulting from the Notes recognized in interest and other income (expense), net in the Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021:

$ 174,324 $ 569,662

Principal amount $ 172,500 $ —

Unamortized debt issuance costs ( 6,103 ) —

Convertible senior notes, net, noncurrent $ 166,397 $ —

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(1) Classified as a current liability as of December 31, 2024 and a long-term liability as of December 31, 2023 in the Consolidated Balance Sheets.

The following table summarizes the components of interest expense resulting from the 2025 Notes and the 2029 Notes recognized in interest and other income (expense), net in the Consolidated Statements of Operations:

Year Ended December 31,

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Contractual coupon interest:

Amortization of discount $ — $ — $ 18,608

2025 Notes $ 1,332 $ 1,438 $ 1,438

2029 Notes $ 182 $ — $ —

Amortization of debt issuance costs:

_________________________________________________

(1) Refer to Note 1, Organization and Summary of Significant Accounting Policies , for further information regarding the adoption of ASU 2020-06, effective January 1, 2022.

2025 Notes $ 2,886 $ 3,091 $ 3,066

2029 Notes $ 125 $ — $ —

Convertible Note Hedge and Warrant Transactions

In connection with the issuance of the Notes in September 2020, the Company entered into convertible note hedge and warrant transactions with an affiliate of one of the initial purchasers of the Notes and certain other financial institutions (the “option counterparties”) with respect to the Company’s common stock.

The convertible note hedge consists of an option for the Company to purchase up to approximately 5.9 million shares of the Company’s common stock, which is equal to the number of shares of the Company’s common stock underlying the Notes, at an initial strike price of approximately $ 97.32 per share.

The convertible note hedge will expire upon the maturity of the Notes, if not earlier exercised or terminated.

The cost of the convertible note hedge was approximately $ 100.6 million and was accounted for as an equity instrument, which was recorded in additional paid-in capital in the Consolidated Balance Sheets.

The Company recorded a deferred tax asset of $ 25.8 million at issuance related to the convertible note hedge transaction.

The convertible note hedge is expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes.

Separately from the convertible note hedge, the Company entered into warrant transactions to sell to the option counterparties warrants to acquire, subject to customary anti-dilution adjustments, up to approximately 5.9 million shares of its common stock in the aggregate at an initial strike price of $ 141.56 per share.

In connection with the issuance of the 2025 Notes in September 2020 and the 2029 Notes in November 2024, the Company entered into convertible note hedges and warrants transactions, respectively, with certain initial purchasers of the 2025 Notes and the 2029 Notes or affiliates thereof and certain other financial institutions (the “option counterparties”).

The convertible note hedges related to the 2025 Notes consisted of call options for the Company to purchase, subject to anti-dilution adjustments substantially similar to those applicable to the 2025 Notes, up to approximately 5.9 million shares of the Company’s common stock, which is equal to the number of shares of the Company’s common stock underlying the 2025 Notes at the time of its issuance, at an initial strike price of approximately $ 97.32 per share.

The convertible note hedges related to the 2029 Notes consisted of call options for the Company to purchase up to, subject to anti-dilution adjustments substantially similar to those applicable to the 2029 Notes, approximately 3.0 million shares of the Company’s common stock, which is equal to the number of shares of the Company’s common stock underlying the 2029 Notes at the time of its issuance, at an initial strike price of approximately $ 57.25 per share.

The convertible note hedges will expire upon the maturity of the respective convertible notes, if not earlier exercised or terminated.

The cost of the convertible note hedges related to the 2025 Notes and the 2029 Notes was approximately $ 100.6 million and $ 40.3 million, respectively, and each was accounted for as an equity instrument, each of which was recorded in additional paid-in capital in the Consolidated Balance Sheets.

In addition, the Company recorded a deferred tax asset of $ 25.8 million and $ 10.2 million, respectively, at issuance related to the convertible note hedges for the 2025 Notes and the 2029 Notes.

The convertible note hedges are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the 2025 Notes or the 2029 Notes and/or offset any cash payments the Company may be required to make in excess of the principal amount of the converted 2025 Notes or the 2029 Notes.

Separately from the convertible note hedges, in September 2020 and November 2024, the Company entered into warrant transactions to sell to the respective option counterparties warrants to acquire, subject to customary anti-dilution adjustments, up to approximately 5.9 million shares of its common stock at an initial strike price of approximately $ 141.56 and approximately 3.0 million shares of its common stock at an initial strike price of approximately $ 84.82 per share related to the 2025 Notes and the 2029 Notes, respectively.

The warrants require net share or net cash settlement upon the Company’s election.

The Company received aggregate proceeds of approximately $ 51.3 million for the issuance of the warrants, which was recorded in additional paid-in capital at issuance in the Consolidated Balance Sheets.

The warrants could separately have a dilutive effect to the Company’s common stock to the extent that the market price per share of its common stock exceeds the strike price of the warrants.

The Company received aggregate proceeds of approximately $ 51.3 million and $ 25.2 million for the issuance of the warrants related to the 2025 Notes and the 2029 Notes, respectively, which was recorded in additional paid-in capital at issuance in the Consolidated Balance Sheets.

The warrants could separately have a dilutive effect to the Company’s common stock to the extent that the market price per share of its common stock, as measured under the warrants, exceeds the strike price of the warrants.

In November 2024, in connection with the partial repurchase of the 2025 Notes, the Company entered into unwind agreements with the existing option counterparties to the convertible note hedges and warrants related to the 2025 Notes to terminate a portion of the existing convertible note hedges and warrants related to the 2025 Notes at a notional amount corresponding to the amount of the 2025 Notes repurchased, resulting in an immaterial gain.

Lessor Leases

Sales-Type Leases

The following table presents the Company’s income recognized from sales-type leases for the years ended December 31, 2023, 2022, and 2021:

The following table presents the Company’s income recognized from sales-type leases:

Year Ended December 31,

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Selling profit on sales-type lease revenues $ 13,106 $ 18,115 $ 19,600

Interest income on sales-type lease receivables $ 2,475 $ 2,106 $ 1,869

The receivables as a result of these types of transactions are collateralized by the underlying equipment leased and consist of the following components at December 31, 2023 and 2022:

The receivables as a result of these types of transactions are collateralized by the underlying equipment leased and consist of the following components:

(In thousands)

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Operating Leases

The following table represents the Company’s income recognized from operating leases for the years ended December 31, 2023, 2022, and 2021:

The following table represents the Company’s income recognized from operating leases:

Year Ended December 31,

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Rental income $ 3,649 $ 6,591 $ 9,460

The maturity schedule of future minimum lease payments under operating leases was as follows:

December 31, 2023

(In thousands)

Total future minimum operating lease payments $ 6,486

Lessee Leases

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Refer to Note 18, Restructuring Expenses, for additional information regarding the Company’s restructuring activities.

The following table summarizes supplemental cash flow information related to the Company’s operating leases for the years ended December 31, 2023, 2022, and 2021:

The following table summarizes supplemental cash flow information related to the Company’s operating leases:

Year Ended December 31,

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Right-of-use assets obtained in exchange for new lease liabilities $ 9,002 $ 6,431 $ 12,372

The following table summarizes the weighted-average remaining lease term and weighted-average discount rate related to the Company’s operating leases as of December 31, 2023 and 2022:

The following table summarizes the weighted-average remaining lease term and weighted-average discount rate related to the Company’s operating leases:

Weighted-average remaining lease term, years 4.1 4.6

4 unchanged sentences

As of December 31, 2024, the Company had non-cancelable purchase commitments of $ 118.8 million, of which $ 109.3 million are expected to be paid within the next twelve months.

Ransomware Incident

During the year ended December 31, 2023, the Company did not incur any material expenses or recoveries related to the previously disclosed ransomware incident in May 2022.

During the year ended December 31, 2022, the Company incurred $ 13.6 million of expenses related to the ransomware incident, partially offset by $ 11.1 million of expected insurance recoveries.

Expenses included costs to investigate and remediate the ransomware incident, as well as legal and other professional services, all of which were expensed as incurred.

For the year ended December 31, 2022, the Company included net expenses related to the ransomware incident in cost of revenues of $ 0.3 million, in research and development of $ 0.2 million, and in selling general and administrative expenses of $ 2.0 million, in the Company’s Consolidated Statements of Operations.

As of December 31, 2023, the Company has incurred $ 13.6 million of cumulative expenses related to the ransomware incident since it was detected, partially offset by $ 12.2 million of insurance recoveries, all of which have been received as of December 31, 2023.

Legal Proceedings

The Company is currently involved in various legal proceedings.

In December 2023, Omnicell received a civil request for records issued by the U.S.

Attorney’s Office for the Eastern District of Washington (the “Government”) related to the Company’s compliance with the pricing terms and conditions of its Federal Supply Schedule (“FSS”) contract with the federal government.

In December 2024, the Government presented information identifying certain potential non-compliances with the FSS and associated potential violations of the False Claims Act.

Omnicell is engaging in substantive defensive and settlement discussions with the Government regarding the concerns identified.

At the time of this filing, those settlement discussions remain ongoing.

For any future settlement to be effected, all parties will need to agree on acceptable terms, both monetary and non-monetary.

As required under ASC 450, Contingencies, the Company accrues for contingencies when it believes that a loss is probable and that it can reasonably estimate the amount of any such loss.

The Company has not recorded any material accrual for contingent liabilities associated with any current legal proceedings based on its belief that any potential material loss, while reasonably possible, is not probable.

Furthermore, any possible range of loss in such matters cannot be reasonably estimated at this time.

The Company has not recorded any material accrual for contingent liabilities associated with the matter described above or any other current legal proceedings based on its belief that any potential material loss, while reasonably possible, is not probable.

Furthermore, any possible range of loss in these matters either cannot be reasonably estimated at this time or is not deemed material.

The Company believes that it has valid defenses with respect to legal proceedings pending against it.

However, litigation is inherently unpredictable, and it is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of legal proceedings or because of the diversion of management’s attention and the creation of significant expenses, regardless of outcome.

The Company is not a party to any legal proceedings that management believes may have a material impact on the Company’s financial position or results of operations.

The Company is not a party to any legal proceedings that management believes may have a material impact on the Company’s business or operations.

Under the Company’s certificate of incorporation and bylaws, the Company has agreed to indemnify its directors and executive officers to the fullest extent not prohibited by Delaware and other applicable law, subject to certain exceptions.

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The Company generally seeks to disclaim most warranties, including any implied or statutory warranties such as warranties of merchantability, fitness for a particular purpose, title, quality, and non-infringement, as well as any liability with respect to incidental, consequential, special, exemplary, punitive, or similar damages.

In some states, such disclaimers may not be enforceable.

states, such disclaimers may not be enforceable.

If necessary, the Company would provide for the estimated cost of product and service warranties based on specific warranty claims and claim history.

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Employee Benefits and Share-Based Compensation

Stock Purchase Plan

Equity Incentive Plans

1997 Employee Stock Purchase Plan

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The purchase price per share must be equal to the lower of 85 % of the fair value of the common stock at the beginning of a 24 -month offering period or the end of each six-month purchasing period.

There was a total of 3.3 million shares reserved for future issuance under the ESPP as of December 31, 2023.

Stock Award Plans

For the years ended December 31, 2024 and 2023, employees purchased approximately 524,000 and 353,000 shares of common stock, respectively, under the ESPP at a weighted-average price of $ 24.14 and $ 46.68 , respectively.

2009 Equity Incentive Plan

The 2009 Equity Incentive Plan (“2009 Plan”), as amended, provides for the issuance of incentive stock options, RSAs, RSUs, PSUs, and other stock awards to the Company’s employees, directors, and consultants.

There were 5.9 million shares of common stock reserved for future issuance under the 2009 Plan as of December 31, 2023.

Options granted under the 2009 Plan generally become exercisable over periods of up to four years , with one-fourth of the shares vesting one year from the vesting commencement date with respect to initial grants, and the remaining shares vesting in 36 equal monthly installments thereafter.

The exercise prices of the options is the fair market value of common stock on the date of grant.

RSUs generally vest over periods of up to four years , with one-fourth of the shares vesting one year from the vesting commencement date with respect to initial grants, and the remaining shares vesting in 12 equal quarterly installments thereafter.

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PSUs become eligible for vesting when certain market or performance conditions are met.

PSUs generally vest over periods of up to four years , with one-fourth of the shares vesting approximately one year from the vesting commencement date with respect to initial grants and upon confirmation by the Compensation Committee that the performance target has been met, and the remaining shares generally vesting in equal semi-annual or quarterly installments over the remaining three years .

Vesting is contingent upon continued service.

Share-Based Compensation Expense

The following table sets forth the total share-based compensation expense recognized in the Company’s Consolidated Statements of Operations:

The following table sets forth the total share-based compensation expense:

Year Ended December 31,

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Total share-based compensation expense $ 39,316 $ 55,300 $ 68,247

During the year ended December 31, 2023, the Company capitalized approximately $ 4.4 million of non-cash share-based compensation expense to internal-use and external-use software development costs related to internal labor.

The Company did not capitalize any material non-cash share-based compensation expense to inventory during the years ended December 31, 2023, 2022, and 2021, or any material non-cash share-based compensation expense to internal-use and external-use software development costs during the years ended December 31, 2022 and 2021.

Income tax benefit (expense) realized from share-based compensation was an expense of $ 6.5 million for the year ended December 31, 2023, and a benefit of $ 5.2 million and $ 26.6 million for the years ended December 31, 2022 and 2021, respectively.

Employee Stock Purchase Plan (“ESPP”)

The following assumptions were used to value shares under the ESPP for the years ended December 31, 2023, 2022, and 2021:

Year Ended December 31,

2023 2022 2021

Expected life, years 0.5 - 2.0

Expected volatility, % 31.7 % - 63.9 %

28.8 % - 45.6 %

27.4 % - 53.5 %

Risk-free interest rate, % 0.1 % - 5.5 %

0.1 % - 3.2 %

0.1 % - 2.6 %

Dividend yield, % — % — % — %

For the years ended December 31, 2023 and 2022, employees purchased approximately 353,000 and 316,000 shares of common stock, respectively, under the ESPP at a weighted-average price of $ 46.68 and $ 67.63 , respectively.

As of December 31, 2023, the unrecognized compensation cost related to the shares to be purchased under the ESPP was approximately $ 1.1 million and is expected to be recognized over a weighted-average period of 1.4 years.

During the years ended December 31, 2024 and 2023, the Company capitalized approximately $ 3.6 million and $ 4.4 million, respectively, of non-cash share-based compensation expense to internal-use and external-use software development costs related to internal labor.

The Company did not capitalize any material non-cash share-based compensation expense to inventory during the years ended December 31, 2024 and 2023.

Income tax benefit (expense) realized from share-based compensation was an expense of $ 5.4 million and $ 6.5 million for the years ended December 31, 2024 and 2023, respectively, and a benefit of $ 5.2 million for the year ended December 31, 2022.

Stock Options

The following assumptions were used to value stock options granted pursuant to the 2009 Plan for the years ended December 31, 2023 and 2021.

There were no stock options granted during the year ended December 31, 2022:

Year Ended December 31,

Expected life, years 3.2 4.9

Expected volatility, % 44.8 % 31.5 %

Risk-free interest rate, % 3.7 % 0.9 %

Estimated forfeiture rate, % 10.0 % 7.9 %

Dividend yield, % — % — %

The following table summarizes the stock option activity under the 2009 Plan during the year ended December 31, 2023:

There were no stock options granted during the years ended December 31, 2024 and 2022.

During the year ended December 31, 2023, the Company granted 200,000 shares of options at the weighted-average fair value per share of options of $ 19.48 .

The following table summarizes the stock option activity under the 2009 Plan:

Weighted-Average

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Outstanding at December 31, 2023 2,023 $ 67.68 4.6 $ 1,013

Granted 200 55.60

Exercised ( 24 ) 31.76

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Vested and expected to vest at December 31, 2024 and thereafter 1,760 $ 67.50 3.6 $ 2,619

The weighted-average fair value per share of options granted during the years ended December 31, 2023 and 2021 was 19.48 and 35.17 , respectively.

The intrinsic value of options exercised during the years ended December 31, 2024, 2023, and 2022 was $ 0.3 million, $ 3.2 million, and $ 23.9 million, respectively.

The tax benefit (expense) realized from stock options exercised was expense of $ 1.3 million for the year ended December 31, 2023, and benefit of $ 4.4 million and $ 18.3 million for the years ended December 31, 2022 and 2021, respectively.

As of December 31, 2023, total unrecognized compensation cost related to unvested stock options was $ 3.3 million, which is expected to be recognized over a weighted-average vesting period of 0.7 years.

Restricted Stock Units (“RSUs”)

The following table summarizes the RSU activity under the 2009 Plan during the year ended December 31, 2023:

The following table summarizes the RSU activity under the 2009 Plan:

Weighted-Average

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Outstanding at December 31, 2023 1,078 $ 84.66 1.5 $ 40,551

Granted (Awarded) 695 63.74

Vested (Released) ( 335 ) 113.64

Granted 1,083 40.35

Vested ( 380 ) 89.84

Forfeited ( 167 ) 76.17

4 unchanged sentences

Restricted Stock Awards (“RSAs”)

The following table summarizes the RSA activity under the 2009 Plan during the year ended December 31, 2023:

The following table summarizes the RSA activity under the 2009 Plan:

Weighted-Average

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Outstanding at December 31, 2023 24 $ 70.96

Granted (Awarded) 24 70.96

Vested (Released) ( 13 ) 109.39

Granted 51 31.94

Vested ( 26 ) 67.32

Outstanding and unvested at December 31, 2024 49 $ 31.91

1 unchanged sentence

The total fair value of RSAs that vested in the years ended December 31, 2024, 2023, and 2022 was $ 1.8 million, $ 1.4 million, and $ 1.6 million, respectively.

As of December 31, 2023, total unrecognized compensation cost related to RSAs was $ 0.6 million, which is expected to be recognized over the remaining weighted-average vesting period of 0.4 years.

Performance-Based Stock Unit Awards (“PSUs”)

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During the year ended December 31, 2024, the Company granted 177,069 PSUs to its executive officers, of which 0 % to 200 % may become eligible for vesting depending on the level of shareholder return for the period from March 1, 2024 through March 1, 2025.

The number of shares that vest at the end of the performance period depends on the percentile ranking of the total shareholder return for Omnicell stock over the performance period relative to the total shareholder return of each of the other companies in the NASDAQ Health Care Index.

The number of shares that vest at the end of the performance period depends on the percentile ranking of the total shareholder return for Omnicell stock over the performance period relative to the total shareholder return of certain companies in the healthcare sector of the S&P 400 and S&P 600 indexes.

Stock price appreciation is calculated based on the trailing 20 -day average stock price just prior to the first trading day of March in the grant year, compared to the trailing 20 -day average stock price just prior to the first trading day of March in the year subsequent to the grant year.

Vesting is contingent upon continued service.

In addition to executive officers’ PSU awards, from time to time, the Company may grant PSUs with specific performance and service conditions to certain employees on an ad hoc basis.

The following table summarizes the PSU activity under the 2009 Plan during the year ended December 31, 2023:

The following table summarizes the PSU activity under the 2009 Plan:

Weighted-Average

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Outstanding at December 31, 2023 75 $ 127.14

Granted 65 122.29

Vested ( 55 ) 111.05

Granted (Awarded) 177 28.67

Vested (Released) ( 10 ) 157.56

Forfeited ( 65 ) 122.29

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Stock Repurchase Programs

On August 2, 2016, the Company’s Board of Directors (the “Board”) authorized a stock repurchase program providing for the repurchase of up to $ 50.0 million of the Company’s common stock (the “2016 Repurchase Program”).

The 2016 Repurchase Program is in addition to the stock repurchase program approved by the Board on November 4, 2014 providing for the repurchase of up to $ 50.0 million of the Company’s common stock (the “2014 Repurchase Program”).

During the year ended December 31, 2022, the 2014 Repurchase Program was completed, and as of December 31, 2023, the maximum dollar value of shares that may yet be purchased under the 2016 Repurchase Program was $ 2.7 million.

On August 2, 2016, the Company’s Board of Directors (the “Board”) authorized a stock repurchase program, which does not expire, providing for the repurchase of up to $ 50.0 million of the Company’s common stock (the “2016 Repurchase Program”).

As of December 31, 2024, the maximum dollar value of shares that may yet be purchased under the 2016 Repurchase Program was $ 2.7 million.

The timing, price, and volume of repurchases are to be based on market conditions, relevant securities laws, and other factors.

The stock repurchases may be made from time to time on the open market, in privately negotiated transactions, or pursuant to a Rule 10b-18 plan, subject to the terms and conditions of that certain A&R Credit Agreement, as amended.

The 2016 Repurchase Program does not obligate the Company to repurchase any specific number of shares, and the Company may terminate or suspend the 2016 Repurchase Program at any time.

During the year ended December 31, 2022, the Company repurchased approximately 389,300 shares of its common stock under the repurchase programs at an average price of $ 134.11 per share for an aggregate purchase price of approximately $ 52.2 million.

During the years ended December 31, 2023 and 2021, the Company did no t repurchase any of its outstanding common stock under the stock repurchase programs.

During the years ended December 31, 2024 and 2023, the Company did no t repurchase any of its outstanding common stock under the 2016 Repurchase Program.

The following is a geographical breakdown of income (loss) before income taxes:

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Research tax credits ( 3,531 ) ( 4,587 ) ( 6,948 )

Restructuring impact — — ( 6,116 )

Gain on extinguishment of debt 477 — —

Foreign-derived intangible income deduction ( 229 ) ( 325 ) ( 753 )

7 unchanged sentences

Total provision for (benefit from) income taxes $ 13,062 $ 263 $ ( 8,101 )

On August 16, 2022, the Inflation Reduction Act of 2022, (the “IRA”), was signed into law.

Among other things, the IRA imposes a 15% corporate alternative minimum tax for tax years beginning after December 31, 2022, levies a 1% excise tax on net stock repurchases after December 31, 2022, and provides tax incentives to promote clean energy.

The provisions of the IRA did not have a material impact on the Company’s results of operations or financial position.

The Organization for Economic Co-Operation and Development (OECD) introduced Base Erosion and Profit Shifting (BEPS) Pillar Two rules that impose a global minimum tax rate of 15% on multi-national corporations.

1 unchanged sentence

Numerous countries have enacted or substantively enacted legislation to implement these rules.

While the Company does not expect Pillar Two to have a material impact on its tax provision or effective tax rate, the Company continues to monitor evolving tax legislation in the jurisdictions in which it operates.

While the Company did not have an impact from Pillar Two on its tax provision or effective tax rate as of the year ended December 31, 2024, the Company continues to monitor evolving tax legislation in the jurisdictions in which it operates.

Significant components of the Company’s deferred tax assets (liabilities) were as follows:

25 unchanged sentences

As of December 31, 2024 and 2023, the Company does no t have a valuation allowance against any of its deferred tax assets.

As of December 31, 2023, the Company had no federal net operating loss carryforward, $ 19.0 million of state net operating loss carryforwards expiring at various dates beginning in 2029, and $ 22.3 million of foreign net operating losses carried forward indefinitely.

As of December 31, 2024, the Company had no federal net operating loss carryforward and $ 9.5 million of state net operating loss carryforwards.

The Company also has $ 18.7 million of foreign net operating losses carried forward indefinitely.

For income tax purposes, the Company had no federal research tax credit carryforward and a California research tax credit carryforward of $ 21.6 million.

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With few exceptions, as of December 31, 2024, the Company was no longer subject to U.S., state, and foreign tax examinations for years before 2021, 2020, and 2020, respectively.

The aggregate change in the balance of gross unrecognized tax benefit, which excludes interest and penalties, for the years ended December 31, 2023, 2022, and 2021:

The following table summarizes the aggregate change in the balance of gross unrecognized tax benefit, which excludes interest and penalties:

(In thousands)

13 unchanged sentences

Increases related to tax positions taken during the current period 1,163

Decreases related to settlements ( 333 )

Decreases related to expiration of statute of limitations ( 952 )

6 unchanged sentences

Restructuring Expenses

During the first quarter of 2021, the Company continued its organizational realignment initiative that was announced in 2020, incurring $ 2.0 million of employee severance costs and related expenses.

During the first quarter of 2022, the Company initiated certain domestic and international restructuring initiatives in order to enhance and streamline certain engineering functions for its domestic operations and to realign its international sales organization to better serve its customers in various international markets.

During the third quarter of 2022, the Company initiated restructuring initiatives associated with the integration and functionalization of certain acquisitions, primarily the 340B Link business acquisition, to further accelerate the expansion of the Company’s pharmacy inventory management capabilities.

On November 23, 2022, the Company committed to a plan to reduce the Company’s headcount (“the 2022 Plan”) as part of the Company’s expense containment efforts being implemented due to ongoing macroeconomic headwinds, primarily consisting of employee severance and benefits costs.

During 2022, the Company underwent several restructuring initiatives which consisted of:

(i) certain domestic and international restructurings in order to enhance and streamline certain engineering functions for its domestic operations and to realign its international sales organization to better serve its customers in various international markets, (ii) integration and functionalization of certain acquisitions, primarily the 340B Link business acquisition, to further accelerate the expansion of the Company’s pharmacy inventory management capabilities, and (iii) committing to a plan to reduce the Company’s headcount as part of the Company’s expense containment efforts implemented due to ongoing macroeconomic headwinds.

During the year ended December 31, 2022, the restructuring plans incurred $ 22.8 million of employee severance costs and related expenses.

As of December 31, 2023, there was no material unpaid balance related to these restructuring plans.

During the first quarter of 2023, as a result of continued exploration of expense containment measures, the Company committed to further reduce its headcount across many of its functions as a continuation of the 2022 Plan, and also committed to reduce its real estate footprint to align with its broader hybrid work strategy and in an effort to further reduce costs.

During the year ended December 31, 2023, the Company recorded an immaterial reversal of previously recognized restructuring expenses associated with the 2022 Plan.

On November 2, 2023, the Company committed to a plan to reduce the Company’s headcount and real estate footprint (the “2023 Plan”) as part of the Company’s expense containment initiatives and other actions to reduce discretionary spending being implemented due to challenging industry dynamics and macroeconomic conditions.

During the year ended December 31,

2023, the restructuring plans incurred $ 15.5 million of employee severance costs and related expenses, net of reversals.

As of December 31, 2023, the unpaid balance related to these restructuring plans was $ 8.9 million.

As of December 31, 2024 and 2023, there was no unpaid balance related to the 2022 restructuring initiatives.

During 2023, due to challenging industry dynamics and macroeconomic conditions, the Company underwent several expense containment measures such as a reduction of its headcount across many of its functions and a reduction of its real estate footprint.

During the year ended December 31, 2023, the restructuring initiatives incurred $ 15.5 million of employee severance costs and related expenses, net of reversals.

As of December 31, 2024 and 2023, the unpaid balance related to the 2023 initiatives was $ 0.6 million and $ 8.9 million, respectively.

On April 26, 2024, the Company’s management committed to the wind down of the Company’s Medimat Robotic Dispensing System (“RDS”) product line, subject to local law and statutory works council consultation requirements.

During the year ended December 31, 2024, the Company incurred approximately $ 6.6 million of employee severance costs and other expenses related to the RDS product line wind down, net of immaterial reversals of previously recognized restructuring expenses.

As of December 31, 2024, the unpaid balance related to this restructuring event was $ 2.5 million.

In addition, during the year ended December 31, 2024, the Company incurred $ 5.4 million of inventory write-down charges related to the RDS product line wind down that were recorded to cost of revenues in the Company’s Consolidated Statements of Operations.

Refer to Note 13, Lessee Leases for information regarding the Company’s restructuring activities for the reduction of its real estate footprint and optimization of certain leased facilities.

The following table summarizes the total employee-related restructuring expenses recognized in the Company’s Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021:

The following table summarizes the total employee-related restructuring expense, net of reversals:

Year Ended December 31,

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(3) Represents amounts written off from the allowance and receivable.

(4) Represents other adjustments, such as foreign currency translation and purchase price accounting adjustments in connection with acquisitions.

(4) Represents other adjustments, such as foreign currency translation adjustments.

INDEX TO EXHIBITS

29 unchanged sentences

8-K 4.2 9/25/2020

10.1* Omnicell, Inc Amended and Restated 1997 Employee Stock Purchase Plan, as amended

4.6 Indenture, dated as of November 22, 2024, by and between Omnicell, Inc.

Bank National Association, as Trustee

8-K 4.1 11/25/2024

4.7 Form of Global Note, representing Omnicell, Inc.’s 1.00% Convertible Senior Notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.1)

8-K 4.2 11/25/2024

10.1* Omnicell, Inc .

Amended and Restated 1997 Employee Stock Purchase Plan, as amended

S-8 99.1 5/26/2023

14 unchanged sentences

10-K 10.9 2/24/2021

10.9* Form of Restricted Stock Unit Grant Notice and Form of Global Restricted Stock Unit Award Agreement for 2009 Equity Incentive Plan, as amended (February 2021)

10-K 10.10 2/24/2021

10.10* Omnicell, Inc.

2010 Quarterly Executive Bonus Plan

8-K 10.1 3/17/2010

Incorporated By Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date

10.11* Offer letter between Omnicell, Inc.

Kuipers dated August 11, 2015

10-Q 10.3 11/6/2015

10.12* Offer Letter between Omnicell, Inc.

Seidelmann, dated March 29, 2018

10-K 10.41 2/27/2019

10.13* Offer letter between Omnicell, Inc.

and Christine Mellon dated February 12, 2021

10.9* Form of Restricted Stock Unit Grant Notice and Form of Global Restricted Stock Unit Award Agreement for 2009 Equity Incentive Plan, as amended (February 2021)

10-K 10.10 2/24/2021

34 unchanged sentences

10-Q 10.1 11/3/2023

10.27* Separation Agreement dated August 4, 2023 by and between Omnicell, Inc.

10Q 10.2 11/03/2023

10.23* Form of Restricted Stock Unit Notice and Form of Global Restricted Stock Unit Award Agreement for 2009 Equity Incentive Plan, as amended (August 2023)

10-Q 10.3 11/3/2023

10.29* Separation Agreement dated October 4, 2023 by and between Omnicell, Inc.

and Christine M.

10.24* Form of Director and Officer Indemnity Agreement

10-K 10.32 2/28/2024

10.25* Omnicell, Inc.

Executive Bonus Plan

10-Q 10.1 5/7/2024

10.30 Second Amended and Restated Credit Agreement, dated as of October 10, 2023, among Omnicell, Inc., the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent

10.26* Offer letter between Omnicell, Inc.

and Nnamdi Njoku dated August 15, 2024

10-Q 10.1 11/8/2024

10.27 First Amendment to Second Amended and Restated Credit Agreement, dated as of November 18, 2024 among Omnicell, Inc., the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent

8-K 10.1 11/18/2024

10.31* Separation Agreement dated November 3, 2023 by and between Omnicell, Inc.

10.28 Form of Confirmation for Purchased Options

8-K 10.1 11/25/2024

Form of Director and Officer Indemnity Agreement

10.29 Form of Confirmation for Warrants

8-K 10.2 11/25/2024

I nsider Trading Policies

Subsidiaries of the Registrant

Consent of Independent Registered Public Accounting Firm

Power of Attorney (included on the signature pages hereto)

Incorporated By Reference

Exhibit Number Exhibit Description Form Exhibit Filing Date

Power of Attorney (included on the signature pages hereto)

Certification of Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a)

28 unchanged sentences

(Principal Financial Officer) February 27, 2025

/s/ JOSEPH B.

SPEARS Senior Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) February 28, 2024

Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) February 27, 2025

/s/ JOANNE B.

8 unchanged sentences

Kaushik Ghoshal Director

MOORE February 28, 2024

Moore Director

PARRISH February 27, 2025

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures