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Item 1. Business

2026-02-26 compared with 2025-02-27 · 278 added, 254 removed, 333 unchanged (62% of the section changed)

Omnicell, a leader in transforming the pharmacy and nursing care delivery model, is committed to solving the critical challenges inherent in medication management and elevating the role of clinicians within healthcare as an essential component of care delivery.

Omnicell, a leading healthcare technology provider focused on empowering autonomous medication management, is committed to solving the critical challenges inherent in medication management and elevating the role of clinicians within healthcare as an essential component of care delivery.

Omnicell is focused on helping its customers define and deliver a cost-effective medication management strategy designed to equip and empower pharmacists and nurses to focus on patient care rather than administrative tasks, and to drive improved clinical, operational, and financial outcomes across all care settings.

We are doing this with an industry-leading medication management infrastructure which includes robotics and smart devices, software workflows, expert services, and operational and optimization analytics.

This comprehensive set of solutions provides the critical foundation for customers to realize the Autonomous Pharmacy, an industry-wide vision defined by pharmacy leaders for improving operational efficiencies and ultimately targeting zero-error medication management.

We are doing this with an industry-leading medication management infrastructure which includes storage and dispensing automation powered by an intelligence ecosystem.

Our comprehensive set of solutions provides the critical foundation for customers to realize the Autonomous Pharmacy, an industry-wide vision defined by pharmacy leaders for improving operational efficiencies and ultimately targeting zero-error medication management alongside 5 other outcomes laid out in the Autonomous Pharmacy framework.

Business Strategy

In 2024, the United States spent $806 billion on prescription drugs, a 10.2% increase from 2023.

This was the largest annual spending increase in 20 years and impacted patients in virtually all settings of care.

We believe there are significant challenges facing the practice of pharmacy today including, but not limited to, budget constraints, increased healthcare worker turnover rates, labor shortages, drug shortages, drug diversion, manual and error-prone processes, complex compliance requirements, and limited inventory visibility.

Each of these challenges may lead to poor medication management outcomes including, but not limited to, medication errors, adverse drug events, lack of patient adherence, and medication waste.

We believe there are significant challenges facing the practice of pharmacy today.

These challenges include, but are not limited to, budget constraints and acute workforce shortages, where 88% of hospitals report technician deficits and 92% lack sufficient sterile compounding expertise.

In addition, health systems face rising liability related to drug diversion, with a 61% increase in the average number of investigations per hospital since the beginning of 2023.

We also recognize that these challenges may impact the timing of contracting for, or implementation of, our products, solutions, or services.

However, we believe that over time these significant challenges to the practice of pharmacy will drive demand for increased automation, visibility, insights, and improved medication management outcomes that our solutions are designed to enable.

However, we believe that over time these significant challenges facing pharmacists will drive demand for increased automation, visibility, insights, and improved medication management outcomes that our solutions are designed to enable.

Because of this, we believe that our solutions are well-positioned to address the evolving needs of healthcare institutions and therefore present opportunities for long-term growth.

In an effort to address these challenges and deliver solutions to help drive positive medication management outcomes, we continue to make significant investments in our research and development efforts to further advance the industry-defined vision of the Autonomous Pharmacy.

Furthermore, we believe a combination of robotics and smart devices, software workflows, expert services, and operational and optimization analytics is needed in every care setting where medications are managed.

We are focused on delivering solutions to help our customers realize the industry-defined vision of the Autonomous Pharmacy and drive positive medication management outcomes with outstanding customer experience through a mature channel in four market categories:

Furthermore, we believe a combination of dispensing automation and an intelligence ecosystem is needed in every care setting where medications are managed.

We are focused on delivering solutions to help our customers realize the industry-defined vision of the Autonomous Pharmacy and driving positive medication management outcomes with superior customer experience in two core market categories through:

• Hospital and Health System Solutions:

This category enables the end-to-end medication process across the entire continuum of care.

It unifies Central Pharmacy automation, robotics, and IV sterile compounding with Point of Care automated dispensing in Nursing Units and Operating Room/Procedural areas.

From the loading dock to the bedside, this is designed to provide for medication safety, availability, and workflow efficiency.

This category also supports Consolidated Pharmacy Service Center operations.

• Points of Care.

As a market leader, we expect to continue expansion into this product market as customers increase the use of our dispensing systems in more areas within their hospitals and increasingly in ambulatory care settings.

Macroeconomic trends in our target market continue to improve as health system margins and volumes increase and stabilize in the post-pandemic environment.

This positive trajectory is expected to drive increased demand for system modernization through automation, software, and analytics.

We are seeing customers seek to maximize the value of existing automated dispensing system investments and continue to invest in next-generation enhancements and solutions for points of care.

We believe that customers will upgrade their current installed base over time as we deliver these new solutions to market.

We also believe there is an opportunity for us to expand this offering and define a new standard for dispensing systems in ambulatory settings.

We believe our current solutions for Points of Care and new innovations and services will continue to help customers drive improved clinical and financial outcomes.

• Central Pharmacy and IV Compounding.

This market represents the beginning of the medication management process in acute care settings, and we believe it is a significant automation opportunity for high volumes of manual, repetitive, and error-prone processes that are often common in pharmacies today.

Manual medication dispensing processes are usually labor intensive, error-prone, and may lead to excess medication waste and expirations for our healthcare partners.

Automating the central pharmacy dispensing process should enable customers to reallocate pharmacy labor, enhance dispensing accuracy and patient safety, and reduce medication waste and expirations.

Likewise, the manual compounding of sterile IV preparations can be error-prone and create significant patient safety risks, and outsourcing sterile IV compounding could lead to increased medication costs and lack of access to needed medications due to an inability to source medications when they are required.

As a result, we believe IV automation provides a significant opportunity to enhance patient safety and reduce costs.

We anticipate that these technology-enabled services will become more critical as health systems continue to face labor shortages, increased financial pressure, and supply chain disruptions.

As a market leader, we anticipate continued expansion into this product market as customers increasingly utilize our dispensing systems in more areas within hospitals and ambulatory care settings.

The 2025–2028 healthcare landscape, however, faces significant fiscal headwinds driven by sweeping changes in health policy, specifically the One Big Beautiful Bill Act (“OBBBA”), which is expected to result in a $910 billion Medicaid spending reduction across states.

Coupled with rising input costs from tariffs and acute labor shortages, these pressures are likely to further compress operating margins.

We believe this financial strain makes the status quo unsustainable, which we anticipate compelling health systems to focus on capital efficiency and operational resilience through accelerated investments in pharmacy modernization, especially automation to address labor shortages and advanced analytics to manage rising costs of drug diversion and non-adherence.

As hospitals navigate this liquidity challenge, we expect a critical shift in purchasing behavior from traditional capital expenditures to flexible payment models, such as leasing, subscriptions, and “as-a-service” structures, enabling institutions to adopt essential regulatory compliance and safety technologies while preserving operating cash flow.

• Central Pharmacy.

This market represents the beginning of medication management in acute care settings.

Given the current environment, we believe there is a significant opportunity for automation as many health systems aim to eliminate manual, repetitive, and error-prone processes to address acute workforce shortages.

With hospitals facing technician shortages and often lacking adequate sterile compounding expertise, we think automating central pharmacy dispensing and compounding is crucial for reallocating limited labor, enhancing patient safety, and enabling compliance with the new Drug Supply Chain Security Act (“DSCSA”)

requirements.

Manual compounding of sterile IV preparations poses safety risks and, when outsourced, can increase costs and supply volatility.

Therefore, IV automation offers a key opportunity to standardize sterile workflows, offset the resources currently used for managing drug shortages, and reduce the annual cost of non-optimized medication therapy.

We expect these technology-driven services to become increasingly vital as health systems focus on operational resilience amid severe financial pressures.

• Consolidated Pharmacy Service Center Automation and Robotics.

Health Systems are increasingly realizing savings from a Consolidated Pharmacy Service Center (“CPSC”) model.

The CPSC serves as a strategic hub for centralized inventory management and sterile compounding.

By implementing industrial-grade robotics and carousels at the CPSC, health systems can achieve economies of scale, streamlining the serialized receiving process required for DSCSA compliance before inventory reaches hospitals.

This centralized approach should help preserve margins by optimizing supply chains and reducing waste across the network.

• Outpatient Pharmacy Solutions:

Focused on extending care beyond the hospital walls, this category supports outpatient and retail pharmacy growth.

It combines Specialty Pharmacy and 340B Third-Party Administrator (“TPA”) services, Medication Adherence technologies (automation and consumables), and the EnlivenHealth platform to help drive better clinical outcomes and medication compliance for clinicians and patients.

• Specialty Pharmacy and 340B Program.

We believe that health systems will continue to invest in programs that are intended to improve patient outcomes and drive cost savings by utilizing specialty pharmacies and the federal 340B Drug Pricing Program (the “340B Program”).

The 340B Program allows qualifying hospitals and health systems to stretch federal resources and expand patient access to healthcare by requiring manufacturers participating in Medicaid to sell outpatient drugs at discounted prices to eligible healthcare organizations and covered entities.

Specialty drugs are used for treatment of complex conditions and often require intensive patient management and specialized workflows for dispensing and care coordination.

Specialty medications are projected to account for nearly 60% of U.S.

total spending on medications, with total spending projected to be approximately $420 billion in 2025.

Specialty pharmacies serve as the connection between patients, prescribing physicians, and payers and work to streamline access and adherence to these specialty drugs.

We believe a solution that is designed to help health systems start or optimize their specialty pharmacy programs and the related pharmaceutical aspects of patient care will help ensure continuity of care and should contribute to the revenue and profitability of those organizations.

We believe that health systems will continue to accelerate investment in programs to improve patient outcomes by utilizing specialty pharmacies and the federal 340B Drug Pricing Program.

The 340B Program allows qualified hospitals to stretch federal resources, a critical capability as the program is on track to exceed $200 billion in gross sales by 2026, surpassing the entire Medicare Part B market.

In 2024, specialty drugs used for treatment of complex conditions constituted the majority (51.7%) of total prescription expenditures.

This sector continues to grow at a higher rate than other drug classes.

However, regulatory pressures are intensifying with site-neutral payment cuts.

Specialty pharmacies serve as the connection between patients, providers, and payers to streamline access and adherence.

We believe a solution designed to help health systems optimize their Health System-Owned Specialty Pharmacy (“HSSP”) and navigate these compliance-complexities will help ensure continuity of care.

We believe that a fully optimized specialty pharmacy operation represents one of the largest economic opportunities for hospitals and health systems.

• Ambulatory Care.

We believe ambulatory care, especially the retail and institutional market, represents a significant opportunity as healthcare evolves.

Retail pharmacies are expected to fill 4.98 billion prescriptions in 2025 and grow at a compound annual growth rate of around 7.1%, which would result in an approximate $1.2 trillion market valuation by 2032.

• Institutional Pharmacy.

institutional pharmacy industry provides closed-door medication dispensing, clinical support, and medication adherence services for long-term care (“LTC”), correctional, rehabilitation and behavioral health, and hospice facilities.

The market size of the institutional pharmacies industry in the U.S.

is $24 billion with 1,100 businesses servicing this sector and characterized by a high concentration in national operators.

LTC facilities comprise skilled nursing facilities, assisted living communities, senior living centers, and home and community-based care settings.

LTC pharmacies typically operate under more stringent regulatory, packaging, and labor requirements than retail pharmacies, which may result in structurally higher operating costs.

As a result of projected demographic aging and the increasing complexity of managing chronic disease across LTC populations, we expect market demand to continue to rise.

The LTC industry is currently undergoing a transition driven by reimbursement pressures, regulatory expansion, and workforce shortages.

Legislative and pricing reforms, including updates to Medicare Part D, have increased financial strain on smaller LTC providers, which we believe will accelerate a shift toward centralized, automation-enabled fulfillment models that are designed to improve efficiency, standardize quality, and support compliance with evolving documentation and oversight requirements.

Through our outpatient pharmacy solutions, we also serve adjacent outpatient institutional markets, including correctional facilities’ pharmacy providers.

Additionally, we provide pharmacy services to individuals with intellectual and developmental disabilities (“IDD”), a market currently experiencing rising demand due to increased prevalence.

IDD pharmacy services require specialized packaging, adherence technologies, and close coordination with caregivers and community-based support organizations.

prescription dispensing revenues across retail, mail-order, long-term care, and specialty pharmacies reached approximately $683 billion in 2024, up 9% from 2023, a surge driven primarily by the rapid adoption of GLP-1 agonists and specialty immunotherapies rather than volume alone.

Additionally, the shift of outpatient care from hospitals and physician offices to other more convenient settings, such as retail pharmacies and the home, continues to be a growing trend.

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Our offerings include:

Hospital and Health Systems Solutions

Serving as the connective tissue for the enterprise, our intelligence ecosystem, OmniSphere, is built to unify the hardware and software portfolio through a platform plus analytics layer.

By leveraging cloud-based data and predictive insights, it is designed to provide health systems with enterprise-wide visibility to optimize inventory, detect diversion, and streamline decision-making across the entire network.

Points of Care

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We strive to continually innovate our automated dispensing systems by designing features that are intended to help our customers close gaps in safety and enable clinicians to spend less time managing medications and more time caring for patients.

Our XT Series automated dispensing systems for medications and supplies, which are used in nursing units and other clinical areas of the hospital, are designed to support workflows specific to each area of the hospital, with various software and hardware options.

Our Points of Care Service combines market-leading automation, software workflows, expert services, and operational and optimization analytics in an effort to improve solution adoption and optimization, enhance data-driven performance, and drive nursing and pharmacy efficiency.

For the operating room, we also offer specialized automated dispensing systems.

Our interoperability solutions enable integration of our automated dispensing systems with key electronic health record systems to streamline workflow and increase accuracy.

Our XT Amplify program is intended as a way for health systems to continue to introduce innovation even when challenged economically or operationally.

This multi-year innovation program is designed to maximize value for hospitals, health systems, and post-acute care facilities that have already invested in Omnicell’s XT Series automated dispensing system and are seeking to enhance the capabilities of these devices in an effort to improve clinical and operational outcomes even further.

The solutions in the XT Amplify program aim to enhance the performance and security of existing XT Series systems, extend item-level storage and tracking to refrigerated medications, and improve the management of medical supplies in both XT supply cabinets and open shelf locations.

One of the core components of XT Amplify program is XTExtend, a comprehensive console swap that is intended to provide a high level of security while enhancing the user experience.

Central Pharmacy and IV Compounding

Our Central Pharmacy Dispensing Service combines advanced robotic technology, optimization software, and onsite and remote experts, which is intended to automate and optimize the most cumbersome aspects of the medication dispensing process.

This comprehensive service is designed to help health systems enhance patient safety and improve dispensing accuracy, reduce medication dispensing errors and waste, and streamline workflows to enable pharmacy labor resources to focus on higher value tasks.

The expansion of many health systems across broad geographic regions due to mergers and acquisitions activity and organic growth has created increased interest for many customers in the Centralized Services model for enterprise-wide medication distribution.

Our next-generation Automated Dispensing System, Titan XT, integrates modern cabinet hardware with a cloud platform and a cloud-native software and intelligence ecosystem, OmniSphere.

We are seeing customers seek to maximize the value of existing automated dispensing system investments and continue to invest in next-generation enhancements and solutions for points of care.

We believe that customers will upgrade their current installed base over time as we deliver these new solutions to market.

We also believe there is a future opportunity for us to expand this offering and define a new standard for dispensing systems in ambulatory settings.

We believe our next generation solutions for Points of Care and new innovations and services will continue to help customers drive improved clinical and financial outcomes.

Titan XT builds on our XT Series automated dispensing systems for medications and supplies, which are used in nursing units and other clinical areas of the hospital, and is designed to support workflows specific to each area of the hospital, with various software and hardware options.

XTExtend, a comprehensive console swap for our XT cabinets, is designed to continue to maximize value for hospitals, health systems, and post-acute care facilities that have already invested in Omnicell’s XT Series automated dispensing system and are seeking to enhance the capabilities of these devices in an effort to improve clinical and operational outcomes even further.

Central Pharmacy

Our Central Pharmacy Dispensing Service, which combines advanced robotic technology, optimization and workflow software, as well as onsite and remote experts, is intended to automate and optimize the most cumbersome aspects of the medication dispensing process.

This comprehensive service is designed to help health systems enhance patient safety, improve dispensing accuracy, reduce medication dispensing errors and waste, and streamline workflows to enable pharmacy labor resources to focus on higher value tasks.

medication distribution.

This model seeks to help create a more scalable and standardized environment but can be costly and time consuming for a health system to implement on its own.

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This solution combines advanced IV robotics, analytics tools, and onsite and remote experts in order to help optimize IV accuracy, sterility, and outcomes, while improving supply chain control.

Outpatient Pharmacy Solutions

We are expanding our products and solutions in the outpatient market as our customers continue to expand their operations outside the hospital.

These solutions target specific outpatient markets and are aligned with our strategy to provide medication management infrastructure powered by an intelligence ecosystem, OmniSphere.

Specialty Pharmacy and 340B

Specialty medications have become the dominant financial driver for many of our customers, as specialty medications accounted for up to 51.7% of total drug expenditures in 2024.

However, health systems face converging headwinds in 2026, including site-neutral payment cuts and Inflation Reduction Act-driven 340B margin compression, which threaten traditional revenue streams.

We believe the acceleration of medically integrated dispensing will help navigate the risk of these policy changes.

Our Specialty Pharmacy Services offering provides a turnkey solution designed to help health systems establish, manage, and optimize an entity-owned specialty pharmacy.

This solution is delivered through a risk-share commercial model and is intended for health systems, federally qualified health centers, and provider groups to support onsite management of specialty pharmacy services, including payer contracting, staffing, licensing, and 340B program administration.

This offering is designed to drive specialty growth and cost savings, improve access to limited distribution drugs, and increase physician utilization for targeted disease states.

Inventory Optimization

Our Inventory Optimization Service provides predictive and prescriptive analytics, robust benchmarking, workflow tools, and expert clinical resources to help pharmacy staff quickly pinpoint and address potential inventory issues and optimization opportunities.

Our Inventory Optimization Service is designed to provide greater medication inventory visibility as well as reduce medication waste and expirations, stockouts, and shortages.

Patient Engagement, Clinical and Financial Solutions

Delivered through a risk-share commercial model, this solution enables health systems, Federally Qualified Health Centers, and provider groups to support onsite management of specialty services, including payer contracting, centralized staffing, and licensing.

Crucially, our platform integrates essential technology enablers to address the growing complexity of the market:

• Automated Prior Authorization (“PA”):

built to streamline approval workflows to reduce administrative burden and accelerate time-to-therapy.

• 340B Optimization & Compliance:

robust management of split-billing and audit readiness to navigate evolving federal reporting requirements and prevent revenue leakage.

This offering is designed to drive specialty growth and cost savings, improve access to limited distribution drugs, and increase physician utilization for targeted disease states, to help our customers navigate external reimbursement turbulence.

EnlivenHealth Platform

Our EnlivenHealth brand extends beyond the inpatient setting and into ambulatory care.

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Our automated solutions interface with pharmacy information systems to obtain prescription information.

In addition to these products, we recently entered into a partnership with Safecor Health to provide prepackaged single-dose medication blister packages directly to our customers.

This reduces the need for our customers to package on site and instead receive drugs prepacked in our blister packages as a service.

For multi-medication prescriptions, we offer software that guides users through the manual filling process to help streamline workflow with a goal of increased packaging accuracy.

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Professional, Technical, and Customer Success Services

Our Professional Services offerings for health system pharmacies include technology installation, program management, customer education and training, change management services, and related offerings.

Our Professional Services offerings for health system pharmacies include technology implementation, customer education and training, program management, and related offerings designed to help customers use our products.

We view our customers as partners in the pursuit of better health outcomes for patients and improved satisfaction for the clinicians who serve them.

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Retail Pharmacy and Hospital Automation Outside the United States

Additional products sold outside the United States include automated dispensing systems used in hospitals and retail pharmacies for handling the stocking and retrieval of boxed medications.

Additional solutions sold outside the United States include integrated software and hardware products designed to provide full traceability of medicines and medical supplies throughout the healthcare system, from delivery to the point of consumption.

This includes automated dispensing systems used in hospitals and retail pharmacies for handling the stocking and retrieval of both boxed and unit-dose medications.

For management of medical supplies, a specialized cabinet that uses radio frequency identification is also available, which is designed to improve picking and restocking workflows for nurses and surgeons.

Advancing Our Solutions

With more than 30 years of experience delivering medication management solutions, Omnicell believes combining robotics and smart devices, software workflows, expert services, and operational and optimization analytics will help deliver improved medication management outcomes.

Software as a Service (“SaaS”) and Expert Services (formerly Advanced Services) include services such as Central Pharmacy Dispensing Service, IV Compounding Service, Points of Care Service, EnlivenHealth solutions, Specialty Pharmacy Services, 340B solutions, Inventory Optimization Service, and other software solutions and licensing support.

With more than 30 years of experience delivering medication management solutions, Omnicell believes a portfolio of dispensing automation powered by an intelligence ecosystem, OmniSphere, will help deliver improved medication management outcomes.

Because thousands of facilities utilize our services and solutions, we believe we can provide actionable insights to help customers better understand their medication usage and improve pharmacy supply chain management.

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Our Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer.

The CODM allocates resources and evaluates the performance of Omnicell at the consolidated level using our consolidated net income.

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

The CODM allocates resources and evaluates the performance of Omnicell at the consolidated level using our consolidated net income (loss).

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

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

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We believe this trend has increased the market’s need for integrated medication management solutions on a unified platform to help improve clinical and financial outcomes for both inpatient and outpatient settings.

Our portfolio of robotics and smart devices;

software workflows;

expert services;

and operational and optimization analytics, combined with innovation, is designed with this objective in mind.

In addition, healthcare providers and facilities continue to be affected by significant economic and other pressures.

Annual prescription drug expenditures in the United States were approximately $723 billion in 2023, according to the IQVIA National Sales Perspective database.

Based on a 2022 report by the Health Care Cost Institute, the rise in prescription drug spending accounted for 39% of the total increase in annual spending per person from 2018 to 2022.

In addition, the second largest growth in spending for professional services—defined as payments to physicians and other clinical care team members for services provided in physician offices and hospitals—occurred among administered drugs, which accounted for 21% of the total net cumulative increase in professional services spending from 2018 to 2022.

While the cumulative growth in the average

price of professional services was 7% between 2018 and 2022, the average prices of physician-administered drugs grew the most at 47%.

Rising costs of labor, prescription drugs, and new medical technology all contribute to increased spending.

Governmental pressures surrounding healthcare reform and compliance have led to increased scrutiny of the cost and efficiency with which healthcare providers deliver their services.

These factors, combined with continuing consolidation in the healthcare industry, have increased the need for the efficient delivery of healthcare in order to control costs and elevated the strategic importance of medication management and pharmacy automation across the continuum of care.

Furthermore, while complexities in medication management have increased over time along with the volume of patients and medications, many manual processes are still used, resulting in inefficient tracking and delivery of medications and supplies and increased administrative burden on many clinical staff.

According to a survey conducted by the American Society of Health-System Pharmacists in 2023, approximately 73% of pharmacist activities are non-clinical in nature.

Our portfolio of dispensing automation powered by an intelligence ecosystem combined with innovation, is designed with this objective in mind.

In addition, healthcare providers and facilities are currently facing significant financial challenges and operational pressures.

In 2024, the United States spent $806 billion on prescription drugs, a 10.2% increase from 2023.

In 2024, specialty medications constituted 51.7% of this total spend.

Concurrently, health systems are navigating sweeping changes in health policy and potential legislative actions that are estimated to result in a $910 billion reduction in direct reimbursements over the coming years.

For health systems, the cumulative effect of revenue loss and cost increases, including rising tariffs and labor costs, is projected to severely compress operating margins.

These factors have elevated the strategic importance of medication management and pharmacy automation as essential tools for capital efficiency and operational resilience.

For example, staff time spent on managing drug shortages is often equivalent to that of approximately 1.5 Full-Time Employees in large hospitals.

In addition, many existing healthcare information systems are unable to support the modernization of healthcare delivery processes or address mandated patient safety initiatives.

These factors contribute to medical errors and unnecessary process costs across the healthcare sector including in medication management.

Regulation and industry guidelines, such as those issued by the U.S.

Food and Drug Administration (“FDA”), the U.S.

Drug Enforcement Administration (“DEA”), The Joint Commission (an organization that accredits U.S.

health care organizations and programs), the U.S.

Pharmacopeial Convention, the Institute for Safe Medication Practices, and state boards of pharmacy in the areas of medication management—including storage, security, and labeling—have created an environment of increased patient safety, awareness, and regulatory control.

Against this backdrop, healthcare organizations, desiring to improve quality and avoid liability, are driven to prioritize investments in capital equipment, including pharmacy automation, which is a standard of care, to improve patient safety.

While the overall storage and security of medications in hospitals have improved, there has been an increased focus on controlled substance management in recent years, particularly in light of the opioid crisis in the United States.

Regulation and industry guidelines, including those from the U.S.

Food and Drug Administration, Drug Enforcement Administration, and The Joint Commission (an organization that accredits U.S.

health care organizations and programs), continue to drive an environment of increased patient safety and regulatory control.

Key compliance deadlines, such as the November 27, 2025 DSCSA interoperability deadline, are accelerating the need for advanced software backbones.

Additionally, there is an intensified focus on controlled substance management.

HealthcareDiversion.org estimates that roughly 10% of all healthcare workers are anticipated to steal opioids and other substances from patients and hospitals at some point in their career.

Joint Commission surveyors are seeking more documentation from hospitals demonstrating that their medication policies and procedures are adequate to prevent illicit use of controlled substances.

This risk is becoming more visible, with diversion investigations rising 61% since the beginning of 2023 according to recent industry reports.

Against this backdrop, healthcare organizations will likely be driven to prioritize investments in capital equipment and analytics, including pharmacy automation, to mitigate liability and ensure “zero-defect” workflows.

Medication non-adherence is widely recognized as a common and costly problem.

Poor adherence results in increased hospital readmissions, deteriorated treatment outcomes, and avoidable healthcare costs.

The estimated annual cost of prescription-drug related morbidity and mortality resulting from non-optimized medication therapy, including medication non-adherence, was $528 billion in 2016, according to a study published in the Annals of Pharmacotherapy in 2018.

In addition, a 2017 study published in the Journal of the American Pharmacists Association found that medication issues are responsible for 26% of hospital readmissions.

With approximately 74 million Americans taking five or more medications routinely (based on statistics published by the Center for Health Care Strategies and the U.S.

Census Bureau in 2019), we believe pharmacists need ways to support the arduous task of maintaining patient compliance.

Medication adherence can be improved through attitudinal and behavioral changes, which pharmacists can encourage and help facilitate by providing interventional support, including adherence tools such as blister cards, reminders, prescription synchronization, and patient engagement tools.

With millions of Americans taking multiple medications routinely, we believe pharmacists need ways to support the arduous task of maintaining patient adherence.

We believe our EnlivenHealth portfolio has the potential to reduce admissions and emergency department visits and improve patient health by increasing medication adherence.

The 2023 American College of Healthcare Executives survey of hospital CEOs found that workforce challenges were their top concern, with 86% of survey respondents mentioning shortages of nurses and 87% citing shortages of technicians.

While the nurse workforce rebounded after the pandemic, concerns of a nursing shortage remain as the workforce ages and a significant segment nears retirement age.

According to Health Resources & Services Administration (HRSA) health workforce projections, demand for registered nurses in 2036 is expected to exceed supply by 9%, indicating a potentially significant shortage of nurses in the coming years.

In addition, the shortage of pharmacy technicians, who are critical to clinical care in inpatient, outpatient and retail settings, is also acute.

A nationwide survey conducted in February 2024 by the National Community Pharmacists Association found that 67% of the survey’s 385 independent pharmacy owner/manager respondents said they were having a difficult time filling open staff positions.

Pharmacy technicians continue to be in the highest demand, with over 75% of respondents indicating that technician positions were difficult to fill.

In addition, a 2022 survey by the American Society of Health-System Pharmacists found that over 90% of hospitals faced shortages of experienced pharmacy technicians, with 64% using pharmacists to perform technician activities.

A 2023 survey by the American Society of Health-System Pharmacists found continued challenges with the pharmacy technician workforce, with a turnover rate of 25%.

Omnicell’s medication management infrastructure—incorporating technologies such as robotics and smart devices, software workflows, expert services and operational and optimization analytics—is designed to automate many labor-intensive medication management tasks.

We believe this will help healthcare providers optimize the use of existing pharmacy staff, which is expected to free up clinicians’ time for higher-value, patient-engaging activities, such as medication therapy management, immunizations, point-of-care testing, and disease state management.

The workforce crisis remains a primary concern for hospital executives.

While the nurse workforce has seen some stabilization, the national demand for registered nurses is projected to exceed supply by 9% by 2036.

The shortage of pharmacy technicians is even more acute and critical to pharmacy operations.

We believe these labor deficits validate the urgent need for automation as a labor offset strategy.

Omnicell’s medication management infrastructure, which includes dispensing automation powered by an intelligence ecosystem, is designed to automate many labor-intensive medication management tasks.

We believe this will help healthcare providers optimize the use of existing pharmacy staff, effectively addressing the sterile compounding expertise gap among pharmacy technicians, indicated in 92% of hospitals, and freeing up clinicians’ time enabling them to focus on higher-value, patient-engaging activities.

Furthermore, the healthcare industry has experienced a significant degree of consolidation.

This consolidation may require us to adapt how we market, sell, or distribute our products.

Similarly, healthcare providers have consolidated to create larger healthcare delivery organizations.

As market demands, government regulations, and societal pressures continue to cause the healthcare industry to evolve, it could result in further business consolidations and alliances among the industry participants with whom we engage and compete.

We believe our industry-leading medication management infrastructure products and services compare favorably with the offerings of our competitors, particularly with respect to the medication management outcomes that we have helped enable our customers to achieve across the continuum of care, from inpatient to outpatient, in each setting of care where medications are managed.

We believe we have a strongly differentiated outcome-centric approach to medication management that combines dispensing automation powered by an intelligence ecosystem.

Government Regulation

Our global operations may be affected by a variety of complex state, federal, and international laws and regulations.

These laws and regulations relate to healthcare (including medical devices and pharmaceuticals), privacy, data protection and information security, compliance, import and export, trade, healthcare fraud, waste and abuse (including anti-kickback and false claims laws), environmental standards, anti-corruption, anti-bribery, labor and employment, as well as other areas of focus.

These laws and regulations relate to healthcare (including medical devices and pharmaceuticals);

privacy and information security;

import and export;

healthcare fraud, waste and abuse (including anti-kickback and false claims laws);

environmental standards;

anti-corruption and anti-bribery;

labor and employment, as well as other areas of focus.

Privacy and Security

We receive, store, and process personal information and other data from our customers, employees, and service providers.

Our customers also use our products or services to obtain and store their personal information, including protected health information (as defined by the Health Information Portability and Accountability Act of 1996 and its implementing regulations, collectively “HIPAA”), from their patients and customers and sometimes personal information of their employees.

Our customers also use our products and/or services to obtain and store their personal information, including protected health information (as defined by the Health Information Portability and Accountability Act of 1996 and its implementing regulations, collectively “HIPAA”), from their patients and customers and sometimes personal information of their employees.

As a result, we and our customers are subject to various laws and regulations related to privacy, data protection, and information security.

In the United States, these include federal health information privacy and security laws (such as HIPAA), various state and federal privacy and security breach notification laws, consumer protection laws, and individual state laws addressing privacy and security of personal and health information.

Internationally, various foreign jurisdictions in which we operate, including the European Union (the “EU”), have established, or are developing, their own data privacy and security legal frameworks with which we or our customers are subject to including, for example, the United Kingdom’s Data Protection Act 2018 (being the UK’s implementation of the General Data Protection Regulation), and the EU’s General Data Protection Regulation (the “GDPR”).

The GDPR imposes accountability and transparency requirements, data protection requirements, reporting obligations, and transfer restrictions.

Artificial Intelligence

Data and digital services regulation continues to expand, particularly with respect to the artificial intelligence (“AI”) and automated decision making, which may further impact our and our customer’s business and regulatory compliance strategies.

For example, AI regulation and regulatory guidance continues to emerge in response to President Biden’s Executive Order on Safe, Secure, and Trustworthy Artificial Intelligence issued on October 30, 2023.

In the U.S., in the 2024 legislative session, at least 45 states, Puerto Rico, and the Virgin Islands, introduced AI bills, and 31 states, Puerto Rico and the Virgin Islands adopted resolutions or enacted legislation impacting AI.

In the EU, a number of new laws related to digital data and AI have recently entered into force or have been proposed.

For example, on December 8, 2023, EU legislators reached agreement on the AI Act, which imposes regulatory requirements onto AI system providers, importers, distributors, and users of AI systems, in accordance with the level of risk involved with the AI system.

The UK has not adopted formal legislation to regulate AI but has adopted guidelines in the form of a White Paper.

In the United States (“U.S.”), these include federal and state health information privacy and security laws (such as HIPAA), federal and state breach notification laws, and state laws that address the privacy and security of personal information and protected health information.

Internationally, various foreign jurisdictions in which we operate, including, but not limited to, the United Kingdom (“UK”) and the European Union (the “EU”), have established comprehensive data privacy and security legal frameworks with which we or our customers are or may be subject to including, for example, the UK’s General Data Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”) and the EU’s General Data Protection Regulation (the “EU GDPR” and, together with the UK GDPR, the “GDPR”).

The GDPR imposes accountability and transparency requirements, data protection requirements, reporting obligations, and international transfer restrictions.

In addition, the U.S.

Department of Justice’s (“DOJ”) Data Security Program Rule (the “DSP Rule” or “Rule”) aims at preventing access to “bulk U.S.

sensitive personal data” and “government-related data” by “countries of concern” (e.g., China, Russia, Iran, North Korea, Cuba, and Venezuela) and “covered persons” (as all such terms are defined in the DSP Rule).

The Rule imposes stringent obligations on companies within its scope and prohibits or restricts “covered data transactions” that grant countries of concern or covered persons access to bulk U.S.

sensitive personal data or any amount of “government-related data.”

Artificial Intelligence (AI)

The regulatory landscape governing data, digital services, and artificial intelligence continues to evolve rapidly.

In the U.S., during the 2025 legislative session, over 1,080 AI-related bills were introduced across U.S.

state legislatures, resulting in approximately 100 enacted measures across 38 jurisdictions addressing AI-generated content labeling, whistleblower protections, transparency requirements, and intellectual property protections.

This legislative activity builds upon the 99 AI-specific laws enacted in 2024 and 18 resolutions adopted in 2023, reflecting sustained momentum in AI regulation at the state level.

At the international level, the European Union AI Act entered into force with key provisions becoming applicable in 2025, including prohibitions on certain high-risk AI systems and compliance obligations for general-purpose AI models.

These requirements impact both our customers operating within the EU and our third-party service providers, potentially affecting our product offerings and operational practices in European markets.

The United Kingdom (the “UK”) has adopted a divergent regulatory approach, maintaining its principles-based framework established in March 2023 and reaffirmed in the 2025 AI Opportunities Action Plan.

Rather than comprehensive statutory regulation, the UK emphasizes a pro-innovation strategy centered on regulatory sandboxes and sector-specific oversight by existing regulatory bodies.

However, the UK government has indicated that future legislation addressing risks associated with advanced AI models remains under consideration.

The proliferation of AI regulations across multiple jurisdictions creates compliance complexity and may require modifications to our products, services, and business practices.

We continue to monitor these developments and assess their potential impact on our operations.

Product Development, Manufacture and Sales

In the United States, the U.S.

Food and Drug Administration (“FDA”) regulates medical devices, pharmaceutical and biological products under the Federal Food, Drug, and Cosmetic Act (“FD&C Act”), the Public Health Service Act (“PHSA”), and their respective implementing regulations.

Medical devices, pharmaceuticals and certain products are subject to rigorous regulation by the FDA, federal, state and local statutes and regulations, including regulation by the U.S.

Drug Enforcement Administration (“DEA”) and other governmental agency regulations in the United States and in foreign countries.

Noncompliance with applicable requirements can result in import detentions, fines, civil monetary penalties, injunctions, suspensions or losses of regulatory approvals or licenses, recall or seizure of products, operating restrictions, denial of export applications, governmental prohibitions on entering into supply contracts, and criminal prosecution.

Certain of our products and solutions are regulated by the FDA and require 510(k) clearance prior to commercialization and marketing.

The manufacture and sale of most of our current medication management solutions are not regulated by the FDA or the DEA.

However, the pharmacy, dispensing, and compounding activities of other persons (our customers) that use our current medication management solutions may be subject to regulation by those agencies and by individual state boards of pharmacy.

With respect to our products and solutions, we manufacture and develop specifications for products classified as Class I and Class II medical devices, which are subject to FDA regulation and require compliance with certain FDA regulations and requirements, including the FDA Quality System Regulation as well as FDA regulations for medical device reporting.

We also offer a sterile consumable product that required FDA 510(k) review and clearance prior to marketing and distribution.

Products designated as medical devices are also subject to various other regulatory requirements, including as applicable, FDA premarket clearance or approval;

In the U.S., the U.S.

Food and Drug Administration (“FDA”) regulates medical devices, pharmaceutical and biological products, including via the Federal Food, Drug, and Cosmetic Act (“FD&C Act”), the Public Health Service Act (“PHSA”), and their respective implementing regulations.

Medical devices, pharmaceuticals and certain products are subject to rigorous regulation in the U.S.

by the FDA, and by federal, state and local statutes and regulations, including regulation by governmental agency regulations in the United States (for example by the U.S.

Drug Enforcement Administration (“DEA”));

and on an international basis, such products are regulated by governmental and regulatory agencies and bodies in the applicable foreign countries.

Noncompliance with applicable requirements can result in import detentions, fines, false claims, civil monetary penalties, injunctions, suspensions or losses of regulatory approvals or licenses, recall or seizure of products, operating restrictions, denial of export applications, governmental prohibitions on entering into supply contracts, and criminal prosecution.

Products designated or classified as medical devices may also be subject to various regulatory requirements, including as applicable, FDA premarket clearance or approval;

establishment registration and device listing;

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unique device identifier requirements;

reports of removals and corrections;

reports of removals and

cybersecurity requirements;

and post-marketing surveillance.

There are additional regulations relating to the packaging, distribution, marking, marketing and claims with respect to FDA regulated solutions and products.

Certain of our products and solutions are regulated by the FDA and require 510(k) clearance under the FD&C Act prior to commercialization and marketing.

However, the manufacture and sale of most of our current medication management solutions are not regulated by either the FDA or the DEA.

We also offer a sterile consumable product that required FDA 510(k) clearance prior to marketing and distribution.

Similarly, certain provisions of the FD&C Act govern the approval, manufacture, handling, distribution, and tracking and tracing of pharmaceuticals.

The FD&C Act also regulates which medications may be compounded, and how certain

compounded medications may be manufactured, distributed, and dispensed.

The FD&C Act also regulates which medications may be compounded, and how certain compounded medications may be manufactured, distributed, and dispensed.

Companies engaged in distributing or dispensing compounded pharmaceuticals may be subject to a number of requirements enforced by the FDA or other U.S.

regulatory agencies.

regulatory agencies, such as the DEA and state boards of pharmacy.

These requirements may include compliance with United States Pharmacopoeia (“USP”) and National Formulary standards, certificates of analysis, facility registration, and compliance with current good manufacturing practice (“cGMP”).

Furthermore, our customers may also be subject to other laws, rules, or regulations that apply to dispensers and licensing and other requirements under laws governing, and regulations promulgated by, state boards of pharmacy, including those, as applicable, that apply to compounding facilities.

Additionally, our services and solutions may also be subject to DEA regulations, and applicable state regulations (including states boards of pharmacy), concerning the management, storing, dispensing, and disposal of, and accounting for, controlled substances.

Credentialing and Reimbursement

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Our current and future arrangements with healthcare professionals, consultants, customers and third-party payors expose us to broadly applicable healthcare regulation and enforcement by the U.S.

federal government and the states and foreign governments in which we conduct our business, such as fraud and abuse, and transparency and health information privacy rules and regulations.

federal government and the states and foreign governments in which we conduct our business, such as regulations addressing fraud and abuse, transparency and health information privacy rules and regulations.

The most common healthcare laws and regulations that may impact our or our customers’ operations include but are not limited to:

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(iii) knowingly making, using or causing to made or used a false record or statement material to an obligation to pay money to the government;

or (iv) knowingly concealing or knowingly and improperly avoiding, decreasing, or concealing an obligation to pay money to the federal government.

or (iv) knowingly concealing or knowingly and improperly

avoiding, decreasing, or concealing an obligation to pay money to the federal government.

Under the FCA it is illegal to submit claims for payment to Medicare or Medicaid that an individual knows or should know are false or fraudulent;

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Private individuals, commonly known as “whistleblowers,” can bring FCA qui tam actions, on behalf of the government and may share in amounts paid by the entity to the government in recovery or settlement.

In addition, as noted above, a claim including items or services resulting from a violation of the federal Anti-Kickback Statute

constitutes a false or fraudulent claim for purposes of the FCA.

In addition, as noted above, a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA.

Moreover, entities can be held liable under the FCA even when they do not submit claims directly to government payers if they are deemed to “cause” the submission of false or fraudulent claims.

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Under the criminal FCA penalties for submitting false claims include imprisonment and criminal fines;

the OIG also may impose administrative civil monetary penalties for false or fraudulent claims.

the Office of Inspector General (“OIG”) of the DHHS also may impose administrative civil monetary penalties for false or fraudulent claims.

• HIPAA imposes criminal liability and civil monetary penalties for executing a scheme to defraud any health care benefit program or making false statements relating to health care matters.

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administration will likely determine whether to move forward with the rulemaking process;

currently the rule’s finalization remains on the DHHS’ Office for Civil Rights’ regulatory agenda for May 2026.

• The Federal Civil Monetary Penalties Law, which authorizes the imposition of substantial civil monetary penalties against an entity that engages in activities including, among others (i) knowingly presenting, or causing to be presented, a claim for services not provided as claimed or that is otherwise false or fraudulent in any way;

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or (iv) failing to report and return a known overpayment.

The Office of Inspector General (“OIG”) of the DHHS may seek civil monetary penalties and sometimes exclusion for a wide variety of conduct and is authorized to seek different amounts of penalties and assessments based on the type of violation at issue.

The OIG may seek civil monetary penalties and sometimes exclusion for a wide variety of conduct and is authorized to seek different amounts of penalties and assessments based on the type of violation at issue.

Penalties range from $10,000 to $50,000 per violation.

states have laws and regulations analogous to Federal fraud and abuse laws, such as individual state anti-kickback, fee-splitting and false claims laws, which may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payers, including private insurers.

• Various Federal laws, regulations, and agency issued guidance documents govern communications and marketing, including to Medicare enrollees, and establish limits on (or prohibit) compensation paid for lead generation activities, including the Centers for Medicare and Medicaid Services (“CMS”) Medicare Communications and Marketing Guidelines (“MCMG”).

Guidelines (“MCMG”).

The OIG has issued fraud alerts addressing commission based sales agent arrangements, highlighting fraud and abuse concerns in relation to same.

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• The Physician Self-Referral Law, commonly referred to as the “Stark Law,” prohibits the submission, or causing the submission, of claims in violation of the law's restrictions on referrals.

The Stark Law prohibits a physician from referring Medicare patients to an entity (including pharmacies) for the furnishing of “designated health services,” if the

physician or a member of the physician’s immediate family has a direct or indirect “financial relationship” with the entity, unless a specific exception applies.

The Stark Law prohibits a physician from referring Medicare patients to an entity (including pharmacies) for the furnishing of “designated health services,” if the physician or a member of the physician’s immediate family has a direct or indirect “financial relationship” with the entity, unless a specific exception applies.

Financial relationships include both ownership/investment interests and compensation arrangements.

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companies and their employees, officers, and representatives from paying, offering to pay, promising, or authorizing the payment of anything of value to any foreign government official (including, potentially, healthcare professionals in countries in which we may sell products), government staff member, political party, or political candidate to obtain or retain business or to otherwise seek favorable treatment.

Some state laws require medical device and pharmaceutical companies to comply with industry voluntary compliance guidelines (such as the AdvaMed Code of Ethics and PhRMA Code), or the relevant compliance guidance promulgated by the federal government, in addition to requiring manufacturers to report information related to payments to physicians and other health care providers or marketing expenditures to the extent that those laws impose requirements that are more stringent than the Physician Payments Sunshine Act.

Some state laws require medical device and pharmaceutical companies to comply with industry voluntary compliance guidelines (such as the AdvaMed Code of Ethics and PhRMA Code), or the relevant compliance guidance promulgated by the federal government (the OIG), in addition to requiring manufacturers to report information related to payments to physicians and other health care providers or marketing expenditures to the extent that those laws impose requirements that are more stringent than the Physician Payments Sunshine Act.

In addition, state and local laws may require the registration of sales representatives.

State and foreign laws also govern the privacy and security of health information in some circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

Violations of any of such laws, or any other governmental regulations that apply to us, may subject us to significant penalties, including, without limitation, civil, criminal and administrative penalties, judicial sanctions, which could include, among other actions, refusal to approve pending applications, withdrawal of an approval, a clinical hold, warning letters, product recalls or withdrawals from the market, product seizures, total or partial suspension of production or distribution injunctions, damages, fines, restitution, disgorgement, or other civil or criminal penalties, as well as additional reporting requirements and oversight if the company becomes subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws, the curtailment or restructuring of our operations, refusals of government contracts, exclusion from participation in federal and state healthcare programs (if we were so participating) and imprisonment, any of which could adversely affect our ability to operate our business.

State and foreign laws also govern the privacy and security of personal and health information in some

circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

Violations of any of the laws discussed above, or any other governmental regulations that apply to us, may subject us to significant fines and penalties, including, without limitation, civil, criminal and administrative penalties, and regulatory agency and judicial sanctions, which could include, among other actions, refusal to approve pending applications, withdrawal of an approval, a clinical hold, warning letters, product recalls or withdrawals from the market, product seizures, total or partial suspension of production or distribution injunctions, damages, fines, restitution, disgorgement, or other civil or criminal penalties, as well as additional reporting requirements and oversight if the company becomes subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws, the curtailment or restructuring of our operations, refusals of government contracts, exclusion from participation in federal and state healthcare programs (if we were so participating) and imprisonment, any of which could adversely affect our ability to operate our business.

Considerations

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Compliance with the laws and regulations applicable to our global operations is costly and requires sufficient resources to actively maintain various governance, risk, and compliance systems in several areas to enable us to keep abreast of the constantly evolving legal and regulatory landscape both in the United States and abroad.

These areas include, without limitation, FDCA and FDA, Controlled Substances Act and DEA regulations, individual state boards of pharmacy regulations, and laws and regulations regarding quality, privacy, information governance and security, and environmental, health and safety.

These areas include, without limitation, FD&C Act and FDA, Controlled Substances Act and DEA regulations, individual state boards of pharmacy regulations, and laws and regulations regarding AI, quality, privacy, information governance and security, and environmental, health and safety.

We expect that there will continue to be U.S.

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Recent Acquisition s

In addition to our own organic development, we have, from time to time, acquired businesses and technologies that expand our product lines and are strategic fits for our business, and although no acquisitions were completed in 2023 or 2024, we expect to continue to seek to acquire businesses, technologies, or products in the future.

In addition to our own organic development, we have, from time to time, acquired businesses and technologies that expand our product lines and are strategic fits for our business, and although no material acquisitions were completed in 2024 or 2025, we expect to continue to seek to acquire businesses, technologies, or products in the future.

Sales and Distribution

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Approximately 90% of our revenue was generated in this market for the year ended December 31, 2025.

Our sales force is organized by customer segment in the United States and Canada, with strategic and key account managers assigned to our top health systems;

account executives, assigned to smaller health systems and healthcare facilities;

and health system executives and solution experts focused on generating new business.

Our sales force is organized by customer segment in the United States and Canada, with Account Management and supporting resources assigned to current customers, and Health System Executives focused on generating new business.

Our sales in the United States and Canada are primarily made direct to end-user customers with the exception of some distribution of medication adherence consumables and automation in parts of Canada.

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Our foreign operations are discussed in Note 3, Revenues, and Note 7, Property and Equipment , of the Notes to Consolidated Financial Statements and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , of this Annual Report on Form 10-K.

Our combined direct, corporate sales support, and international distribution sales teams consisted of approximately 460 staff members as of December 31, 2024.

Our combined direct, corporate sales support, and international distribution sales teams consisted of approximately 430 staff

members as of December 31, 2025.

Nearly all of our direct sales team members have hospital capital equipment, services, or clinical systems experience.

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Pursuant to the terms of GPO agreements, each member contracts directly with us and can purchase our products under pre-negotiated contract terms and pricing.

These GPO contracts are typically for

multiple years with options to renew or extend for up to two years and some of which can be terminated by either party at any time.

These GPO contracts are typically for multiple years with options to renew or extend for up to two years and some of which can be terminated by either party at any time.

Our current most significant GPO contracts include Vizient, Inc., Premier Inc., HealthTrust Purchasing Group, and Advocate Health Supply Chain Alliance.

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The accounts receivable balances are with individual members of the GPOs and federal agencies that purchase under the GSA Contract, and therefore no significant concentration of credit risk exists.

During our fiscal year ended December 31, 2024, sales to members of the ten largest GPOs and federal agencies that purchase under the GSA Contract accounted for approximately 65% of our total consolidated revenues.

During our fiscal year ended December 31, 2025, sales to members of the ten largest GPOs and federal agencies that purchase under the GSA Contract collectively accounted for approximately 61% of our total consolidated revenues.

We offer multi-year, non-cancelable lease payment terms to assist healthcare organizations in purchasing our systems by reducing their cash flow requirements in a lease structure.

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Our field engineers deliver on-site services for hardware-related issues and are deployed to customer sites based on solution expertise and geographic proximity to customers.

Additional support to our field services is provided by certified external partners as needed.

Additional support to our service teams is provided by certified external partners as needed.

Manufacturing and Inventory

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Many of the sub-assemblies and components we use are provided by third-party contract manufacturers or other suppliers.

The majority of these contract manufacturers and other suppliers are based in Asia and the U.S.

The majority of these contract manufacturers and other suppliers are based in Asia and the Americas.

We and our partners test these sub-assemblies and perform inspections to assure the quality and reliability of our products.

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Our medication adherence product manufacturing process consists of fabrication and assembly of equipment and mechanized process manufacturing of consumables.

We rely on a limited number of suppliers for the raw materials that are necessary in the production of our consumable medication packages.

Suppliers we rely on for raw materials in the production of our consumable medication packages are mostly from dual sourced geographies.

Our arrangements with contract manufacturers generally set forth quality, cost, and delivery requirements, as well as manufacturing process terms, such as continuity of supply, inventory management, capacity flexibility, quality and cost management, oversight of manufacturing, and conditions for the use of our intellectual property.

Our operations organization procures components and schedules production based on the backlog of customer orders.

Installation of equipment and software typically occurs anywhere between three weeks to 12 months after the initial order is received.

Larger or more complex implementations such as software-enabled connected devices for Central Pharmacy, including, but not limited to, our Central Pharmacy Dispensing Service and IV Compounding Service, are often installed between 12 and 24 months after the initial order is received.

Installation of equipment and software typically occurs anywhere between three weeks to 12 months after booking.

We utilize our backlog to manage our installation, procurement, and production activities to help improve inventory turns, reduce inventory scrap, and manage shipping costs.

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The markets in which we operate are intensely competitive.

We compete directly with a number of companies in the medication management automation solutions market, as well as the medication adherence solutions market, on the basis of many factors, including price, quality, customer outcome, return on investment, cost of operation, innovation, product features and capabilities, installation and service, reputation and brand recognition, size of installed base, range of services and solutions, distribution, and promotion.

We compete directly with a number of companies in the hospital and health system solutions and outpatient pharmacy solutions markets, on the basis of many factors, including price, quality, customer outcome, return on investment, cost of operation, innovation, product features and capabilities, installation and service, reputation and brand recognition, size of installed base, range of services and solutions, distribution, and promotion.

We expect continued and increased competition from current and future competitors in the markets in which we operate, and are affected by evolving and new technologies, changes in industry standards (including standards of care), and dynamic customer requirements.

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We believe we have a strongly differentiated outcome-centric approach to medication management that combines robotics and smart devices, software workflows, expert services, and operational and optimization analytics.

We believe we have a strongly differentiated approach to medication management with an industry-leading medication management infrastructure which includes dispensing automation powered by an intelligence ecosystem, OmniSphere.

Intellectual Property and Proprietary Technology

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Our issued patents expire on various dates between 2026 and 2043.

We intend to seek and obtain additional United States and foreign patents on our technology.

We may seek to obtain additional United States and foreign patents on our technology.

Our product software is generally subject to copyright protection under applicable United States and foreign copyright laws.

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The insights we gain from this collaboration help us develop solutions that are designed to address the customer’s unmet needs and challenges.

We continue to invest significantly in enhancing the value of our XT Series automated dispensing systems through both hardware and software upgrades.

We continue to invest significantly in enhancing the value of our dispensing systems with the launch of Titan XT and continuous XT Series improvements through both hardware and software upgrades.

Additionally, we are making substantial investments to help our customers realize the industry-defined vision of the Autonomous Pharmacy.

This includes focusing on our cloud-based platform and assisting customers in migrating from on-premise infrastructure to our cloud-based platform.

We are also investing in further development of technology-enabled software and services, including enhancements to our SaaS and Expert Services offerings and building software designed to scale our current service offerings.

Our robotic automation capabilities are also evolving as we work to enhance and develop new solutions.

This includes focusing on OmniSphere, our cloud-based platform, and assisting customers in migrating from on-premise infrastructure to cloud infrastructure.

We are also investing in further development of technology-enabled software and services.

Our robotic automation capabilities are also evolving as we work to enhance and develop new solutions and continuously improve existing automation.

We have started the migration of our solutions to OmniSphere, our next generation, cloud native, software workflow engine and data platform.

OmniSphere is designed to seamlessly integrate enterprise robotics and smart devices across the medication management continuum of care.

The results of our research and development efforts are expected to drive the advancement of our cloud-based offerings and accelerate the realization of the industry-defined vision of the Autonomous Pharmacy.

The results of our research and development efforts

are expected to drive the advancement of our cloud-based offerings and accelerate the realization of the industry-defined vision of the Autonomous Pharmacy.

Business under Government Contracts

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government customer.

Furthermore, on January 20, 2025, President Donald J.

Trump announced an executive order establishing the “Department of Government Efficiency” to reform federal government processes, maximize government efficiency and productivity and reduce government expenditures.

As a result, there are uncertainties and pressures surrounding the U.S.

federal government’s budget and budgetary priorities, as well as pressures on government expenditures.

Furthermore, there are uncertainties and pressures surrounding the U.S.

federal government’s budget and budgetary priorities, and funding of the U.S.

federal government, as well as pressures on government expenditures.

If any of our government-owned or government-run hospital customers decide to terminate their agreements early for any reason, we would not derive the expected financial benefits from any such customer.

For additional information regarding these leases, see the risk factor captioned “ Our U.S.

government lease

agreements are subject to annual budget funding cycles and mandated changes, which may affect our ability to recognize revenues and sell receivables based on such leases , ” under Item 1A “Risk Factors ”.

government lease agreements are subject to annual budget funding cycles and mandated changes, which may affect our ability to recognize revenues and sell receivables based on such leases , ” under Item 1A “Risk Factors ”.

In addition, certain of our state or other municipal-run hospital customers may also be subject to annual funding cycles or have contracts that are terminable at the convenience of the applicable state or other municipal-run hospital customer.

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We assist healthcare facilities in financing their purchases of our systems by offering multi-year, non-cancelable lease payment terms.

We typically sell the majority of the multi-year lease receivables (other than those associated with our SaaS and Expert Services , as described further below) to third-party leasing finance companies, although our ability to sell these receivables may be influenced by the perception of our customers’ ability to pay, or other restrictions, which may be influenced by factors outside of our control.

We will either sell the multi-year lease receivable to a third-party leasing finance company, or retain and service the lease receivable (similar to those leases associated with our SaaS and Expert Services, as described further below and as defined in Note 1, Organization and Summary of Significant Accounting Policies , Revenue Recognition, of the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K).

Our decision on whether to sell or retain the lease receivable is based on our capital needs, liquidity, or other market conditions, which may be influenced by factors outside of our control.

As part of our SaaS and Expert Services offering, we provide equipment and software at the inception of the contract period, which is accounted for as a multi-year sales-type lease.

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For additional information regarding these financing activities, refer to Note 1, Organization and Summary of Significant Accounting Policies , of the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K.

Backlog is the dollar amount of bookings that have not yet been recognized as revenue.

Bookings for those SaaS and Expert Services contracts without a minimum commitment are not included in backlog.

In addition, dependent upon counterparty or credit risk, which is evaluated at the time of contract signing, for a given multi-year subscription contract we may reduce the portion of the contractual commitment booked at a given time, and these excluded amounts are not included in backlog.

A majority of our connected devices and software license products are installable and recognized as revenues within twelve months of booking, while service revenues from SaaS and Expert Services are recorded over the contractual term.

Larger or more complex implementations such as software-enabled connected devices for Central Pharmacy, including, but not limited to, our Central Pharmacy Dispensing Service and IV Compounding Service, are often installed and recognized as revenue between 12 and 24 months after booking.

We consider backlog that is expected to be converted to revenues in more than twelve months to be long-term backlog.

We believe a majority of long-term product backlog will be convertible into revenues in 12 to 24 months.

Long-term SaaS and Expert Services backlog typically represents multi-year subscription agreements (usually with contractual terms of two to seven years, some of which have not yet been implemented) that will be converted to revenue over the contractual term.

Due to industry practice that allows customers to change order configurations with limited advance notice prior to shipment and as customer installation schedules may change, backlog as of any particular date may not necessarily indicate the timing of future revenue.

However, we do believe that backlog is an indication of a customer’s willingness to install our solutions and revenue we expect to generate over time.

Going forward, we will no longer be reporting SaaS and Expert Services backlog information, as these revenue streams will be captured by the new Annual Recurring Revenue (“ARR”) metric, which we will begin utilizing as a key performance metric for our business, and is described in further detail in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations under the heading “Our Business – 2025 Product Bookings and Annual

Recurring Revenue – Annual Recurring Revenue.”

The chart below summarizes our total backlog under the definition of bookings in use through 2024:

(In thousands)

Total backlog $ 1,201,296 $ 1,142,686

Product Backlog

SaaS and Expert Services backlog (1)

554,788 531,854

By duration and type:

Short-term product backlog $ 447,412 $ 377,936

Long-term product backlog 199,096 232,896

Short-term SaaS and Expert Services backlog (1)

$ 93,113 $ 72,455

Long-term SaaS and Expert Services backlog (1)

461,675 459,399

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(1) Includes only the value of SaaS and Expert Services non-cancelable contracts with minimum commitments.

Starting in 2025, we will utilize product bookings as a key performance metric for our business.

The new product bookings metric is described in greater detail in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations under the heading “Our Business – 2025 Product Bookings and Annual Recurring Revenue – Product Bookings.” For comparative purposes, the table below summarizes our backlog as of December 31, 2024 under the new definition of product bookings that we will utilize to determine product backlog going forward beginning in 2025:

(In thousands)

Total product backlog (1)

Short-term product backlog $ 447,344

Long-term product backlog 199,096

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(1) Product backlog is the dollar amount of product bookings that have not yet been recognized as revenue.

Product backlog is the dollar amount of product bookings (as defined in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , of this Annual Report on Form 10-K) related to connected devices and software licenses that have not yet been recognized as revenue.

A majority of our connected devices and software license products are installable and recognized as revenues within twelve months of booking.

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We believe a majority of long-term product backlog will be convertible into revenues in 12-24 months.

The table below further summarizes our product backlog:

(In thousands)

Total product backlog $ 640,301 $ 646,440

Short-term product backlog $ 435,151 $ 447,344

Long-term product backlog 205,150 199,096

Environmental, Social, and Governance (“ESG”) Initiatives

We view Omnicell as a purpose-driven company with a social mission:

Our goal of transforming pharmacy care through outcomes-centric innovation is designed to optimize clinical and business outcomes across all settings of care.

Our goal of transforming pharmacy care across all settings of care through outcomes-centric innovation is designed to help healthcare facilities worldwide uncover cost savings, improve labor efficiency, enhance supply chain control, support compliance, and move closer to the industry-defined vision of the Autonomous Pharmacy.

Our teams are motivated by knowing that our work to improve medication management across the continuum of care has a tangible, real-world impact on healthcare workers, patients, and communities.

We recognize that we are accountable not only to our customers and stockholders, but also to the global community.

In April 2024, we published our 2023 ESG Report, which highlights our approach to being responsible corporate citizens and describes and updates our contributions and work towards achieving a more sustainable future.

In April 2025, we published our 2024 ESG Report, which highlights our approach to being a corporate citizen and neighbor wherever we do business, and describes and updates our contributions and work towards finding a better way forward - for our people, business, customers and communities.

We adhere to internationally-recognized Organisation for Economic Co-operation and Development guidance for the responsible sourcing of raw materials and continually work to enhance the sustainability attributes of our products and improve the sustainability of our designs.

addition, we seek to ensure access to high-quality, equitable, and integrated care for all patients worldwide.

In addition, we seek to ensure access to high-quality, equitable, and integrated care for all patients worldwide.

Furthermore, we are focused on creating a culture of care, engagement, and well-being for all of our employees.

There continues to be evolving and increasing expectations from regulators, customers, investors, and employees with respect to reducing and limiting greenhouse gas emissions and a focus on matters relating to ESG activities, which requires deliberate, conscientious efforts to effect change.

We are carefully studying ways we can contribute to realize a 1.5° Celsius future by 2030, reduce waste in our product design and manufacturing processes and develop product end-of-life solutions, as well as enhance our social and governance initiatives, taking cues from our internal and external stakeholders, internal assessments, and direction from the Corporate Governance Committee of Omnicell’s Board of Directors.

There continues to be evolving and increasing expectations from customers, investors, employees and various regulators with respect to reducing and limiting greenhouse gas emissions and a focus on matters relating to ESG activities, which requires deliberate, conscientious efforts to effect change.

As an organization, we have adopted a risk-management approach using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework to assess and reduce the impact of climate change on our business strategy and operations.

We continually seek to innovate and improve our business practices as we strive to build “A Better Way.”

More information on our ESG initiatives and a copy of our 2023 ESG Report are available on our corporate website, www.omnicell.com, under the “Company ESG” tab.

We are not including the information contained on, or that can be accessed through, this website as part of, or incorporating it by reference into, this Annual Report on Form 10-K.

In 2024, we completed a double materiality assessment to serve as a strategic guide, providing a comprehensive overview of our potential impacts - both positive and negative - on society and the environment, as well as the financial implications of sustainability-related risks and opportunities on our business.

Based on those results, we identified certain priority topics - greenhouse gas emissions & energy, circularity of products and services, responsible design of products, customer service and experience, talent recruitment, retention and development and supply chain due diligence.

We developed goals and targets for the topics and have started work to address them.

More information on our ESG program is available on our corporate website, www.omnicell.com, under the “Company-ESG” tab.

You may also find a copy of our 2024 ESG report under the same tab.

We are not including the information contained on, or that can be accessed through, this website or that can be found in our 2024 ESG Report as part of, or incorporating it by reference into, this Annual Report on Form 10-K.

Human Capital Management

As of December 31, 2025, we had approximately 3,580 employees worldwide (with approximately 3,140 located in either the United States or Canada), excluding individuals who are classified as temporary or contractors.

We continue to embed a Culture of Care and One Team mindset within Omnicell.

One way we foster our culture is through listening to our employees’ voices.

We administer an annual employee engagement survey (“OmniVoices Engagement Survey”) using an external third-party platform.

The overall purpose of the survey is to gain employee feedback and take action on the feedback in order to continue Omnicell’s journey of building a Culture of Care.

For 2024, we achieved an overall employee satisfaction score of 73.

We believe that our ongoing investment in strengthening Omnicell’s Culture of Care, Communication, Cross-collaboration, and Recognition programs, along with our commitment to acting on employee feedback, contributed to an increase of 5 points in our employee satisfaction score since the September 2023 survey (previously 68).

To further embed our Culture of Care aspirations, the People Organization established a Culture Catalyst team, comprised of employees and leaders across the business.

The purpose of this highly engaged group of employees was to lead the creation and execution of a series of culture sprints with employees, with the ultimate goal of defining Omnicell’s Culture of Care aspirations with a ground up approach.

This led to the creation of a Culture Statement that resonates with more than 80% of Omnicell’s global employee base, across all levels, and serves as the north star of what makes us, uniquely us.

In addition, this team, under the guidance of the People Organization leadership team, has tackled several barriers with solutions to ensure that all Omnicell employees are able to Walk the Talk to bring our Guiding Principles to life, established Ask Me Anything sessions to create two-way dialogue between leaders and employees, and to provide practical tools that will foster better collaboration and a One Team mindset.

The purpose is to gain employee feedback and take action building on engagement and driving results.

For 2025, we achieved an overall employee satisfaction score of 74, which was a one point improvement year over year.

We believe that our ongoing investment in strengthening employee engagement, along with our commitment to acting on employee feedback, contributed to this year over year improvement in our employee satisfaction score.

We believe a highly engaged group of employees leads to two-way dialogue between leaders and employees, and provides practical tools that will foster better collaboration and a One Team mindset.

Compensation and Benefits

• We embrace a strong pay-for-performance total rewards philosophy that we believe is competitive, performance-based, and cost-effective.

We offer market-competitive pay and a comprehensive benefits package.

We offer employees market-competitive pay and a comprehensive benefits package.

• Our bonus program is designed to incentivize our employees to focus on work that will further the delivery of our annual priorities.

• We offer reward and recognition programs that embed our guiding principles into our Culture of Care and everything we do, allowing for peer-to-peer recognition and motivating our employees to continually work to advance our promise, our purpose, and our guiding principles.

• Our quarterly performance review process (Aspire) is designed to enable our talent to reach their optimum levels of contribution to Omnicell’s business strategies, facilitates regular employee feedback, and supports our pay-for-performance philosophy.

• Our quarterly performance review process is designed to enable our talent to reach their optimum levels of contribution to Omnicell’s business strategies, facilitates regular employee feedback, and supports our pay-for-performance philosophy.

Health and Wellness

• We offer a comprehensive wellness program designed to promote a healthy lifestyle, including on-site gym facilities, lifestyle spending rewards, on-site bio-metric screening, and employee assistance/health coaching.

• We continue to combat rising healthcare costs by investing in our programs and offering a comprehensive wellness program designed to promote a healthy lifestyle, including on-site gym facilities, lifestyle spending rewards, on-site bio-metric screening, and employee assistance/health coaching.

In addition to making physical health a priority, we offer mental health counseling and resources, financial coaching, and Virtual Health services (i.e., video/telephone health services).

Employee Development

• Our Organizational Development function plays a strategic role in helping us develop and retain talent through an array of developmental experiences for employees to enable them to reach their highest level of performance and potential at Omnicell.

We strive to deliver consistent learning and career growth development opportunities and experiences across all roles, functions, and locations.

Our engagement scores in employee growth opportunities and career path, both landing above industry benchmarks, as measured by the OmniVoices Engagement Survey platform, reflect our commitment to employee development.

• Our approach to employee development is designed to enable our Enterprise Strategy by unleashing the potential of our people.

In 2024, we continued core programs including 360 Development Cohorts for People Leaders, Career Development Workshops and Elevate Learning Library in Omnicell University for all employees and scaled the Lead Program to develop all People Leaders in strategic capabilities (Leadership Imperatives) intended to create an exceptional employee experience and workplace culture.

To further embed a focus on continuous learning, we set up a working group comprised of training professionals across the organization to develop a common set of modern learning principles to create a more cohesive learning experience across all employee touchpoints.

• In 2024, we built on the foundations of our THRIVE Senior Leadership Talent Review and Succession Process, which facilitates cross-functional identification of top talent, succession planning, and individual development planning.

• Our Organizational Development function supports talent development and retention through diverse learning experiences that are intended to help employees achieve their full potential.

We offer consistent career growth opportunities across roles, functions, and locations.

Engagement scores for growth and career path, both above industry benchmarks as measured by OmniVoices, demonstrate our commitment to employee development.

• Our approach to employee development is designed to enable our Enterprise Strategy by unlocking the potential of our people.

In 2025, we continued core programs such as 360 Development Cohorts for People Leaders, Career Development Workshops, and the Elevate Learning Library in Omnicell University, which provides learning resources for all employees.

We also scaled the Lead Program to strengthen strategic leadership capabilities through our Leadership Imperatives, supporting an exceptional employee experience and workplace culture.

To embed continuous learning, we convened a cross-functional working group of training professionals to define a common set of modern learning principles, creating a more cohesive and accessible learning experience across all employee touchpoints.

• In 2025, we continued to develop our Senior Leadership Talent Review and Succession Process, which facilitates cross-functional identification of top talent, succession planning, and individual development planning.

We utilized this process to enhance our leadership profile by assessing talent against the Leadership Imperatives and created Success Profiles for Senior Leadership roles.

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As a result of the process, the Senior Leadership team was able to have a holistic view of the talent landscape and create a Talent Action plan.

• We continued to align our Leadership Development offerings to support our Talent Philosophy – Performance – Accountability – Transparency – Differentiation – Development.

To this end, we implemented people leader enablement programs including Performance Mindset Training, Leader as Coach Workshop, and Executive level courses in Visual Storytelling and High Stakes Communication.

To increase effectiveness, each program included practical tools that are accessible at the point of need, such as in OPTIC as part of the Aspire Performance Review process.

• We continue to align our Leadership Development offerings with our Talent Philosophy, which emphasizes performance, accountability, transparency, differentiation, and development.

In 2025, we advanced several initiatives

to strengthen leadership capability at all levels.

This included Development Circles, a six-month program for select vice presidents, senior directors and directors that fosters peer learning, career visibility, and exposure to senior leadership.

We included a more condensed version to senior managers.

In addition, we delivered targeted leadership programs such as Leader as Coach workshops, and Visual Storytelling, which is available to all employees, along with High-Stakes Communication for senior leaders.

These offerings are supported by on-demand resources in Omnicell University and integrated into the performance review process.

Recruiting and Retention

• We continue to expand the role of our talent acquisition team into the role of talent partner.

Our goal is to deliver strategic counsel and insights that support business leaders in making informed decisions about workforce planning and development, ultimately driving organizational growth and innovation through the power of talent.

This transformation goes beyond traditional recruitment, as we integrate ourselves deeply within the business framework.

By partnering closely with different departments, we gain an in-depth understanding of their unique challenges and goals.

This collaboration enhances our ability to not only align our talent acquisition strategies with Omnicell’s overarching business objectives, but also to proactively address future talent needs.

Through these efforts, we have deployed a workforce strategy designed to identify and hire strategic talent for critical roles in key locations.

Leveraging digital recruiting platforms, social media engagement, and university partnerships, we are not just expanding our employer brand, but also working to create a talent pipeline that is both diverse and attuned to the evolving dynamics of our industry.

• Our commitment to a robust and thoughtful hiring process is unwavering.

We understand that candidates are our customers, and we strive to provide them with a positive and engaging experience.

By treating candidates with the same respect and attention as we do our customers, we build strong relationships and attract the right talent.

• We have enhanced our recruiting efforts to enable faster and better decisions, save time for value-added work, improve ease of job posting, and more efficiently manage the talent acquisition experience.

Diversity, Equity, Inclusion, and Belonging

At Omnicell, our ongoing commitment is to foster a positive, supportive, inclusive, and diverse work environment across the entire Omnicell enterprise.

We are building and cultivating a work environment that is welcoming and engaging for every employee regardless of age, religion, race, ethnic origin, gender identification, sexual orientation, veteran status, or disability.

This commitment also extends to (i) our suppliers as we continue to pursue opportunities to partner with an array of different suppliers and small businesses;

and (ii) our products and services as we seek to ensure they are inclusive and acceptable.

In addition, we are dedicated to advocating for health access for all and striving to ensure fair and equal access to medication and comprehensive medication management support.

• Omnicell continues to advance talent acquisition into a strategic talent partnership function.

Our focus is on delivering workforce insights and counsel to business leaders, enabling informed decisions on workforce planning and development.

This approach positions talent as a key driver of organizational growth and innovation.

• We have embedded talent acquisition within business operations to anticipate future workforce needs and align hiring strategies with enterprise objectives.

Our goal is to attract and win the right talent, individuals whose skills and values align with Omnicell’s long-term vision.

To achieve this, we are transitioning to a skills-based hiring culture supported by structured interviewing practices that improve consistency, fairness, and predictability of performance.

• Key initiatives include:

◦ Workforce Strategy:

Targeted hiring for critical roles in priority markets to support growth objectives

◦ Skills-Based Hiring:

Adoption of competency frameworks and structured interviews to assess capabilities beyond traditional credentials

◦ Digital Platforms:

Expanded use of AI-driven recruiting tools, social media, and university partnerships to build a diverse, future-ready talent pipeline

◦ Employer Brand:

Leveraging our Employee Value Proposition, candidate personas, and message mapping to ensure targeted outreach and engagement with high-caliber candidates aligned with industry dynamics

• Candidate experience remains a priority.

We treat candidates as customers, ensuring a respectful and engaging process that strengthens our reputation and builds long-term relationships.

• Operational enhancements have streamlined hiring processes, improved decision-making speed, and increased recruiter capacity for strategic work.

These actions position Omnicell to compete effectively for top talent and support sustainable growth.

• We are a work environment that is welcoming and engaging for every employee regardless of age, religion, race, ethnic origin, gender identification, sexual orientation, veteran status, or disability.

Available Information

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Lipps 68 President, Chief Executive Officer, and Chairman of the Board of Directors

Etta 54 Executive Vice President and Chief Financial Officer

Baird Radford 55 Executive Vice President and Chief Financial Officer

49 Executive Vice President and Chief Operating Officer

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from Southern Methodist University.

Etta joined Omnicell in June 2023 as Executive Vice President and Chief Financial Officer.

Baird Radford joined Omnicell in August 2025 as Executive Vice President and Chief Financial Officer.

Prior to joining Omnicell, Mr.

Etta served as Senior Vice President and Chief Financial Officer of Essilor of America, Inc., a subsidiary of EssilorLuxottica SA, a global leader in ophthalmic medical devices and products, from May 2019 to March 2022.

From June 2015 to May 2019, Mr.

Etta served as Worldwide Vice President and Chief Financial Officer of Johnson & Johnson Vision, an operating company of Johnson & Johnson, a global healthcare company.

From February 2006 to June 2015, Mr.

Etta held senior finance roles at The Coca-Cola Company, a total beverage company.

Prior to The Coca-Cola Company, Mr.

Etta served in financial roles of increasing responsibility at Microsoft Corporation, Eli Lilly & Company, and the Carlyle Group.

He started his career with Orano Cycle (previously Cogema) in Bethesda, MD.

Etta received a B.S.

in accounting from George Mason University and an MBA in finance from Howard University.

Radford served as Chief Financial Officer of Allakos, Inc., a biotech company developing monoclonal antibodies for individuals with chronic conditions, from April 2021 to May 2025.

From January 2020 to February 2021, Mr.

Radford served as Senior Vice President of Finance of Aimmune Therapeutics Inc., a biopharmaceutical company, exiting following the acquisition of the company by Nestle Health Science.

From July 2014 to January 2020, Mr.

Radford served as Chief Financial Officer of HeartFlow, Inc., a commercial-stage software services company using artificial intelligence for diagnosing and managing coronary artery disease.

Prior to HeartFlow, Mr.

Radford served as Vice President of Finance at Intuitive Surgical, Inc.

and held various roles at eBay Inc., including Vice President of European Finance as well as Vice President Corporate Controller and Chief Accounting Officer.

Radford began his professional career in the audit practice of PricewaterhouseCoopers after receiving his Bachelor of Business Administration degree from Ohio University.

Nnamdi Njoku joined Omnicell in October 2024 as Executive Vice President and Chief Operating Officer.

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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 1. Business